Registering a company in Nepal is one event. Keeping it in good standing is an annual cycle — OCR annual return, AGM, audited accounts, IRD tax filings, share-transfer notices, FITTA reports for foreign-invested companies, and beneficial-owner declarations under recent anti-money-laundering rules. Alpine Law Associates runs the full compliance calendar for resident and NRN-owned companies, on retainer or per-filing — so no deadline slips, no penalty accumulates, and no OCR deactivation surprises the board.
What is company compliance in Nepal?
Company compliance is the set of recurring legal filings every Nepali-incorporated company must complete to remain in good standing on the OCR register. The substantive obligations come from Companies Act 2063 Sec. 78–110 (annual return, AGM, accounts) and parallel obligations from the Income Tax Act 2058, FITTA 2075 (foreign-invested companies), and OCR's beneficial-ownership and circular regime. Failure to file triggers penalties, OCR deactivation that freezes corporate actions, and ultimately striking-off the register — at which point restoration requires accumulated penalty payment plus a formal petition.
What ongoing filings does an OCR-registered company need?
Four annual recurring events drive the calendar. (1) AGM within 6 months of financial-year end — most Nepali companies follow the Shrawan-Asar year, so AGM by mid-January (Magh). (2) Annual return at OCR within 30 days of the AGM, with audited accounts, directors' report, and changes to shareholding or directorship. (3) Income tax return at IRD by Poush-end (mid-January) with audited accounts. (4) AGM-linked filings — auditor appointment, dividend declaration, director ratification. Event-driven filings sit on top: share transfer (30-day OCR window), director change (15-day window), capital alteration, registered-office change.
What IRD tax filings does a Nepali company make?
Three rhythms run in parallel. Monthly: VAT return where VAT-registered (turnover threshold NPR 50 lakh), TDS return for tax deducted at source on salaries, rent, and professional fees. Quarterly: advance income-tax instalment under the Income Tax Act 2058. Annually: the income-tax return by Poush-end (mid-January) accompanied by audited financial statements and computation under Sec. 96–97. PAN renewal at intervals. Missed filings attract 0.05% per day interest on the tax due plus an under-statement penalty. Alpine's compliance team coordinates with the company auditor so the IRD return and OCR annual return align in numbers and timing.
What is the AGM requirement under the Companies Act?
Companies Act 2063 Sec. 76–77 requires every company (except single-shareholder private companies) to hold an Annual General Meeting within 6 months of the financial-year end. The AGM approves the audited accounts, declares dividend (if any), appoints or reappoints the auditor for the next financial year, ratifies any board actions requiring shareholder approval, and considers any special resolutions. Notice must be sent at least 21 days in advance, with the agenda, audited accounts, and proxy form. Minutes are filed at the OCR within 30 days alongside the annual return. Alpine drafts the notice pack, facilitates the meeting (virtual or in-person), and files the minutes.
How are share transfers and shareholder changes filed?
Share transfers in a Nepali private limited company follow a four-step pattern. (1) Right-of-first-refusal procedure if the AoA requires it — typically existing shareholders get a chance to buy first. (2) Board approval of the transfer by resolution. (3) Execution of a stamped share-transfer deed and payment of share-transfer tax. (4) Filing the updated shareholder register and share-transfer notice at the OCR within 30 days of the transfer. New share certificates are issued to the transferee. Public companies have additional CDS, Nepal Stock Exchange, and SEBON-listing-rule overlays. Alpine handles drafting, board minute, OCR filing, certificate reissue, and the tax-payment side end-to-end.
What is FITTA 2075 compliance and who does it apply to?
The Foreign Investment and Technology Transfer Act 2075 (2019) governs companies with foreign equity, foreign loans, or foreign technology agreements. FITTA-applicable companies have four ongoing obligations: (1) annual FDI report to the Department of Industry, (2) separate FDI-classified bank account at an NRB-approved bank, (3) NRB approval for any dividend, royalty, or principal repatriation abroad, (4) notification of any new foreign-investment infusion, technology agreement, or change in foreign shareholding. Non-compliance can freeze the company's ability to remit funds abroad — a significant practical problem for foreign investors.
What is the Beneficial Ownership declaration?
OCR rules (aligned with FATF anti-money-laundering standards) require every Nepali company to declare its ultimate beneficial owners — natural persons who, directly or through intermediary entities, own or control 25% or more of the company's shares or voting rights, or who exercise effective control. Declaration is filed at incorporation and updated whenever ownership changes. The objective is AML transparency. We file the declaration as part of the OCR annual return cycle, refreshing it where any share transfer or capital change crossed the 25% threshold during the year.
What does Alpine's company compliance retainer cover?
The standard retainer is an annual calendar of OCR + IRD + NRB filings, AGM facilitation, statutory register updates, share-transfer and director-change filings, and rapid response to government notices. Three retainer tiers: basic (annual return + AGM facilitation + IRD coordination), standard (basic + share transfers + director changes + capital alteration + 1 contract review per quarter), FDI (standard + FITTA reporting + NRB repatriation coordination + foreign-shareholder Power-of-Attorney management). All tiers include a quarterly compliance check-in call.
Can NRN-owned companies file compliance remotely?
Yes. NRN-director and NRN-shareholder companies follow the same OCR + IRD + FITTA calendar — Alpine handles the entire filing chain remotely under a directors' Power of Attorney. AGM can be held virtually with proper notice. Audit coordination, share-transfer execution between NRN shareholders abroad, and dividend repatriation via NRB approval all run without the directors travelling. We pair the compliance retainer with our NRN services for clients who also need property, tax, or estate work.
What does company compliance cost in Nepal?
Two pricing models. Per-filing: annual return drafting + OCR filing NPR 10,000–25,000, share transfer NPR 8,000–20,000, capital alteration NPR 15,000–40,000, AGM facilitation NPR 15,000–35,000. Retainer: basic NPR 50,000–80,000/year, standard NPR 80,000–1,20,000/year, FDI NPR 1,20,000–2,00,000/year — covering the full annual calendar plus event-driven filings within scope. Government fees and audit fees pass through at cost. We share a fixed-fee quote at intake based on the company size, FDI status, and current compliance backlog.
Behind on filings? Or want a clean compliance calendar?
Free compliance audit at first consultation. Fixed-fee retainer covering OCR + IRD + AGM + FITTA. NRN-owned companies handled remotely.
Free consultation+977 9841114443Frequently asked questions
The FAQ section below covers the questions company directors and CFOs most often raise at first compliance consultation — AGM scheduling, OCR late penalties, share-transfer process, FITTA scope, beneficial ownership, NRN-company filings, dormant-company maintenance, and retainer cost. Each answer cites the relevant statute or rule.
Related guides: Company Registration in Nepal · Types of Companies in Nepal · Foreign Direct Investment (FDI) · Income Tax Act of Nepal · Blacklisting Process (NRB) · Business Law practice area · FDI Registration service.