Annual General Meeting and Annual Return of Companies in Nepal

Types of General Meeting

The Companies Act recognises:

Annual General Meeting

and

Special General Meeting.

A Special General Meeting is used where a matter requiring shareholder approval cannot or should not wait until the next AGM.

Public Company AGM

A public company must generally hold:

First AGM

Within one year after approval to commence business.

Subsequent AGMs

Within six months after completion of each financial year.

Where the AGM cannot be held within the normal period for reasonable cause, an extension may be sought from OCR according to the statutory process.

OCR notes that an extension can be granted for up to three months in the applicable circumstances, but such extension does not necessarily remove the statutory penalty consequences for late compliance.

Public Company AGM Notice

For a public company:

AGM notice

At least: 21 days before the meeting.

Special General Meeting notice

At least: 15 days before the meeting.

The notice should state:

• place;

• date;

• time;

• matters to be discussed.

The Companies Act and OCR guidance both confirm these notice periods.

AGM Documents

A public company should have the key documents available before the AGM, including:

• audited annual financial statements;

• auditor's report;

• directors' report;

• statutory reports required by the Act;

• proposed resolutions.

Section 79 requires relevant AGM documents to be made available at the registered office at least 21 days before the AGM for shareholder inspection.

Matters Normally Considered at AGM

Typical AGM matters include:

• adoption of audited financial statements;

• auditor's report;

• directors' report;

• appointment/reappointment of directors where applicable;

• appointment of auditor;

• auditor remuneration;

• dividend/distribution;

• other matters requiring shareholder approval.

Special matters requiring a special resolution should be clearly identified and processed according to the Companies Act.

Private Company AGM

Read the company’s articles and any valid unanimous agreement. Section 148 permits a private company not to hold an AGM during the period covered by a unanimous agreement expressly providing for that arrangement.

Where the articles provide for an AGM, section 76(5) also applies the section 76 meeting provisions to the private company. Annual accounts, audit, OCR filings, tax returns and other approvals continue even where an AGM is lawfully omitted.

Private Company Annual Financial Statements

OCR currently states that each private company should submit:

auditor-certified annual financial statements within six months after the end of its financial year.

Therefore annual corporate filing should not be postponed merely because shareholders have agreed not to hold an AGM.

Annual Return After AGM

Section 80 requires a company that holds an AGM to file the prescribed annual information within: 30 days after the AGM.

For a public company, OCR describes the filing as including matters such as:

• number of shareholders attending;

• annual financial statements;

• directors' report;

• auditor's report;

• AGM resolutions.

CAMIS currently provides the Annual Report / वार्षिक विवरण post-registration service.

Annual Shareholder / Security Records

The company must also maintain proper statutory registers and reporting relating to:

• authorised capital;

• issued capital;

• paid-up capital;

• shareholders;

• share allotment;

• directors;

• auditors;

• substantial shareholders;

• securities.

Section 51 requires the shareholder/debenture-holder list to be prepared before the AGM according to the statutory timeline.

Auditor Appointment

The annual corporate cycle should include proper appointment of the auditor.

OCR states that the auditor's name should be reported to OCR within: 15 days after appointment.

The annual-return process should therefore reconcile:

• AGM resolution;

• auditor appointment;

• CAMIS auditor record;

• audit report.

Annual Return vs Income Tax Return

These are completely different.

OCR Annual Return

Corporate-law filing.

Income Tax Return

IRD tax filing.

A company may therefore have: OCR filing complete

but tax filing overdue or vice versa.

Both should be included in one annual compliance calendar.

CAMIS Annual Filing

OCR has moved corporate post-registration events—including annual returns—to:

CAMIS

and discontinued the corresponding events in the older online system.

Companies should maintain their current:

• CAMIS user credentials;

• company access;

• registered e-mail;

• mobile number.

Penalty for Late Filing

Failure to submit annual documents within the statutory period can trigger penalties under Section 81.

OCR currently also operates mechanisms in CAMIS for:

• penalty calculation/payment;

• annual-return recording;

• applicable current relief/waiver arrangements where legally provided.

For an overdue filing, identify the document, company capital, delay period and applicable relief before calculating the charge.

OCR Late Filing & Penalty Guide

because applicable penalties can depend on:

• company capital;

• period of delay;

• document/default type;

• current statutory relief.

Annual Compliance Timeline

Close the books, prepare the accounts and arrange the audit and directors’ report. Schedule the AGM and OCR return according to the company’s legal form and constitution.

Maintain the income-tax return deadline separately. Tax filing and payment should not wait because an OCR filing or AGM is scheduled later. Record each obligation, due date, responsible person and accepted outcome.

Annual Company Checklist

• Confirm financial year

• Close books

• Prepare financial statements

• Complete audit

• Prepare directors' report

• Update shareholder register

• Update director register

• Prepare AGM notice

• Observe notice period

• Hold AGM where required

• Record minutes/resolutions

• Appoint auditor

• Report auditor

• File annual return in CAMIS

• File private-company annual statements where applicable

• File Income Tax return

• Pay taxes

• Obtain tax clearance

• Preserve annual compliance file

Common Errors

Treating Income Tax return as the OCR annual return

Holding AGM but failing to file Section 80 documents

Assuming a private company has no annual filing

Holding AGM after the deadline without considering OCR extension/penalty

Failing to update shareholder/director registers before annual filing

Further guidance and practical checks

Annual company compliance should be managed as one coordinated cycle covering accounts, audit, shareholders, AGM, OCR and tax rather than as unrelated filings.