Post-registration Compliance for Companies in Nepal

Sector Licence / Approval

Where the company's business requires a licence under another law, it must obtain that approval before commencing the regulated activity.

OCR states that once such approval is obtained, the company should inform OCR within: 15 days.

Examples can include:

• banking;

• insurance;

• industry;

• health;

• education;

• securities;

• telecom;

• tourism.

PAN

Confirm the company’s PAN and IRD taxpayer record before commencing business. Where registration produces a PAN through an integrated process, verify that the legal name, address and number match the company’s accepted records. Complete IRD registration if no PAN has been issued.

Then determine separately whether VAT, excise and withholding obligations apply. An incorporation certificate or PAN number does not complete every tax registration.

Public Company — Approval to Commence Business

A newly formed public company normally requires OCR approval to commence business under section 63, with the required founder-payment and minimum-capital evidence. An already operating private company converting to public is exempt from obtaining fresh commencement approval under the current section 63(1) proviso.

A private company generally needs no separate OCR commencement certificate. Every company must still obtain any sector licence required before the regulated activity begins.

Bank Account and Share Capital

Companies should establish proper evidence of capital contributed by shareholders.

Maintain:

• share subscription;

• bank deposit;

• shareholder ledger;

• share register;

• allotment details;

• share certificates;

• relevant board/shareholder resolutions.

Capital recorded in the accounts should correspond with:

• OCR records;

• MOA/AOA;

• actual subscription/payment.

Company Registers

Companies should maintain the statutory registers relevant to their structure, including matters such as:

• shareholders;

• share transfers;

• directors;

• meetings;

• resolutions;

• debenture holders where applicable;

• substantial shareholders where applicable;

• beneficial ownership.

Corporate registers should be updated when transactions occur rather than reconstructed years later.

Beneficial Ownership

Keep records identifying the registered shareholders and the people who ultimately own or control the interests. Review changes in ownership, control or nominee arrangements as part of the company’s ongoing governance.

For fully voting shares registered in a shareholder’s name, Companies Act section 47 provides an information-request process. The shareholder supplies the requested holding-capacity, third-party investment or beneficiary information within 30 days. The company records the request date, receipt date and information alongside the shareholder’s register entry and sends the information to OCR within seven days after receiving it.

AML Act sections 35क and 35ग separately address the covered legal person’s beneficial-owner disclosure, record retention and disclosure when becoming a reporting entity’s customer. Use the operative OCR direction and prescribed form for the actual filing. An annual review or share transfer should not be assigned section 47’s deadlines without the information-request trigger.

Accounting Records

OCR guidance states that company accounts must:

• be maintained properly;

• use double-entry accounting;

• reflect the true state of transactions;

• comply with applicable accounting standards.

Accounts may be maintained in:

• Nepali; or

• English.

The company should also maintain:

• vouchers;

• invoices;

• bank records;

• fixed assets;

• payroll;

• tax records.

Annual Financial Statements

Company annual financial statements generally include:

• Statement of Financial Position / Balance Sheet;

• Profit or Loss / Income Statement;

• Cash Flow Statement;

• other required disclosures/statements.

OCR guidance requires the annual financial statements to be prepared in accordance with the Companies Act and applicable accounting standards.

Auditor

Each company is required to have its annual accounts audited by an eligible registered/licensed auditor according to law.

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

The precise appointment authority depends on:

• public/private company;

• Articles;

• unanimous agreement where applicable;

• Companies Act.

Annual General Meeting — Public Company

OCR guidance states that a public company must hold its first AGM within: one year after approval to commence business

and thereafter generally within: six months after completion of each fiscal year.

A reasonable extension can be sought from OCR in the statutory circumstances, but extension does not necessarily eliminate all late-compliance consequences.

AGM — Private Company

A private company's AGM procedure is governed by:

• Companies Act;

• Articles of Association;

• unanimous agreement where applicable.

The company should not assume that because it is private:

no annual corporate approval is required.

Annual accounts, audit, directors, distributions and other matters still need appropriate corporate authority.

Annual Filing — Private Company

OCR guidance requires a private company to submit its audited annual financial statements within six months after the end of its fiscal year.

Late submission can trigger penalties under the Companies Act.

Annual Filing — Public Company

OCR states that a public company should submit, within: 30 days after the AGM information/documents including:

• number of shareholders attending;

• annual financial statements;

• directors' report;

• auditor's report;

• AGM resolutions.

Public-company annual compliance therefore links directly to the AGM date.

Other OCR Returns

Depending on the company and transaction, OCR filings may also be required for matters involving:

• shareholder records;

• directors;

• share allotment;

• capital;

• registered office;

• objectives;

• branches;

• auditor;

• beneficial owner;

• other statutory company information.

CAMIS should be used to record relevant post-registration events.

Tax Compliance

Corporate compliance also includes tax.

Depending on status:

• Income Tax return;

• VAT;

• TDS/e-TDS;

• advance tax;

• tax clearance;

• customs/excise;

• other taxes.

OCR filing does not replace IRD compliance.

Labour and SSF

Once employees are hired, the company should consider:

• employment agreement;

• payroll;

• salary TDS;

• Social Security Fund;

• minimum remuneration;

• leave/overtime;

• Labour Audit where applicable.

These requirements are separate from Companies Act registration.

Local / Sector Registration

Depending on the business, additional compliance may be required with:

• municipality/local government;

• Department of Industry;

• Department of Commerce;

• tourism authority;

• health/education regulator;

• NRB;

• SEBON;

• Insurance Authority;

• other authority.

First-Year Company Checklist

• Obtain registration certificate

• Verify CAMIS account/access

• Verify PAN

• VAT registration if required

• Obtain sector licence

• Notify OCR of licence where required

• Open bank account

• Deposit/share-capital evidence

• Maintain share register

• Issue/record shares

• Establish board governance

• Record beneficial owner

• Set up accounting

• Appoint auditor

• Notify OCR of auditor

• Register employees/SSF as applicable

• File tax/TDS/VAT

• Prepare annual financial statements

• Complete audit

• Hold required AGM

• File annual OCR documents

• Obtain tax clearance

Common Errors

Treating incorporation certificate as a business licence

Not completing share-capital records

Ignoring beneficial ownership

Failing to appoint/report auditor

Preparing financial statements but not filing them with OCR

Confusing OCR annual filing with Income Tax return filing

Not updating CAMIS when directors/shareholders/address change

Further guidance and practical checks

The easiest way to manage corporate compliance is through an annual compliance calendar linking OCR, tax, audit, labour and sector obligations. Waiting until a bank, investor or regulator asks for updated documents usually makes compliance more expensive and difficult.