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Last Updated: February 15, 2026 | Reading Time: 12 minutes | Author: Attorney Nepal Legal Research Team
What Is Company Annual Return Filing in Nepal and Why Is It Mandatory?
Are you wondering what Company Annual Return Filing Nepal requirements involve? Every registered company in Nepal—whether private limited, public limited, or foreign-invested—must submit annual returns to the Office of Company Registrar (OCR). This legal obligation is mandated under Section 80 of the Companies Act, 2063 (2006).
The Company Annual Return Filing Nepal process ensures corporate transparency, maintains updated shareholder records, and validates legal compliance. Failure to complete this filing results in escalating penalties, potential director liability, and eventual company strike-off proceedings.
Key Query: When must annual returns be filed in Nepal? Companies are required to file within 30 days after their Annual General Meeting (AGM), and the AGM itself must be conducted within 6 months of the fiscal year-end (before Poush end, approximately mid-January).
Legal Framework Governing Company Annual Return Filing Nepal
Primary Legislation and Regulatory Authority
The Company Annual Return Filing Nepal obligations are governed by:
| Legal Instrument | Relevant Provisions | Regulatory Body |
|---|---|---|
| Companies Act, 2063 (2006) | Section 80 (AGM Returns), Section 81 (Penalties) | Office of Company Registrar (OCR) |
| Company Rules, 2065 | Filing Procedures & Documentation Standards | Department of Industry |
| Nepal Financial Reporting Standards | Audit & Financial Statement Requirements | Institute of Chartered Accountants of Nepal (ICAN) |
Under Section 80 of the Companies Act, every company must forward returns of its annual general meeting to the OCR. These returns must include audited financial statements, director details, shareholder information, and any material changes to company structure.
Step-by-Step Process for Company Annual Return Filing Nepal
Phase 1: Pre-Filing Preparation (Before AGM)
Before initiating Company Annual Return Filing Nepal, the following preparations must be completed:
- Financial Statement Audit: Audited financial statements must be prepared by an ICAN-licensed auditor in accordance with Nepal Financial Reporting Standards.
- AGM Documentation: Minutes of the Annual General Meeting must be properly recorded, signed by the chairperson, and archived in the statutory register.
- Shareholder Verification: Current shareholding patterns must be verified against the register of members.
- Director Confirmation: Active director details must be confirmed and any changes documented through board resolutions.
Phase 2: Online Filing Through CAMIS Portal
The Company Annual Return Filing Nepal process has been digitized through the Company Administration Management Information System (CAMIS). Here is the procedural breakdown:
| Step | Action Required | Timeline |
|---|---|---|
| 1 | Login to CAMIS portal (camis.ocr.gov.np) using company credentials | Day 1 |
| 2 | Navigate to "Annual Compliance/वार्षिक विवरण" section | Day 1 |
| 3 | Update company details: address, directors, shareholding, capital structure | Day 1-2 |
| 4 | Upload required documents (PDF format only) | Day 2-3 |
| 5 | Pay government fees via ConnectIPS, eSewa, or bank deposit | Day 3 |
| 6 | Submit for OCR review and approval | Day 3-5 |
Important: The CAMIS system enables real-time tracking of application status. However, document discrepancies can delay approval significantly.
Phase 3: Post-Submission Compliance
Once Company Annual Return Filing Nepal is submitted:
- Acknowledgment Receipt: Must be downloaded and preserved for 7 years
- Correction Window: 15 days provided for rectifying minor errors
- Approval Certificate: Digital confirmation issued upon verification
Documents Required for Company Annual Return Filing Nepal
Accurate documentation is critical for successful Company Annual Return Filing Nepal. The following documents must be prepared:
Mandatory Document Checklist
| Document Category | Specific Requirements | Format |
|---|---|---|
| Identity & Registration | Company Registration Certificate, PAN Certificate | Scanned PDF |
| Governance Records | Memorandum of Association (MoA), Articles of Association (AoA) | Updated copies |
| Meeting Documentation | AGM Minutes, Board Resolution approving annual return | Signed originals |
| Financial Statements | Audited Balance Sheet, Profit & Loss Account, Cash Flow Statement | NFRS-compliant |
| Shareholder Information | Register of Members, Shareholding Pattern, Share Transfer Records | Current as of AGM date |
| Director Details | Form 7 (Return of Directors), Consent Letters (if changed) | Notarized if applicable |
| Auditor Information | Auditor Appointment Letter, Audit Report | ICAN-registered auditor |
Critical Note: All financial statements must comply with Nepal Financial Reporting Standards (NFRS). Non-compliant formatting results in automatic rejection.
Penalty Structure for Late Company Annual Return Filing Nepal
Section 81 Penalty Framework
Under Section 81(2) of the Companies Act, 2063, penalties for delayed Company Annual Return Filing Nepal are calculated based on paid-up capital and delay duration:
| Delay Period | Capital Up to NPR 25 Lakhs | Capital Up to NPR 1 Crore | Capital Above NPR 1 Crore |
|---|---|---|---|
| Up to 3 months | NPR 1,000 | NPR 2,000 | NPR 5,000 |
| 3 to 6 months | NPR 1,500 | NPR 3,000 | NPR 7,000 |
| 6 months to 1 year | NPR 2,500 | NPR 5,000 | NPR 10,000 |
| Beyond 1 year | NPR 5,000/year | NPR 10,000/year | NPR 20,000/year |
Additional Consequences of Non-Compliance
Beyond monetary penalties, failure in Company Annual Return Filing Nepal triggers:
- Company Freezing: OCR may freeze company records, preventing amendments or filings
- Director Blacklisting: Persistent non-compliance leads to director disqualification
- Banking Restrictions: Financial institutions may freeze corporate accounts
- Contract Invalidation: Legal contracts may become unenforceable
- Involuntary Strike-Off: Three consecutive years of non-filing results in company deregistration
Annual Compliance Calendar for Company Annual Return Filing Nepal
To maintain continuous compliance, companies should adhere to this structured timeline:
| Month (Nepali Calendar) | Compliance Activity | Regulatory Authority | Penalty for Non-Compliance |
|---|---|---|---|
| Ashadh (Mid-July) | Fiscal year-end; commence audit preparation | Internal/ICAN Auditor | N/A |
| Shrawan-Bhadra (July-Sept) | Complete statutory audit; prepare financial statements | ICAN Auditor | Late audit penalties |
| Ashwin-Kartik (Sept-Nov) | Convene AGM; approve financial statements; declare dividends (if applicable) | Company Board | NPR 10,000-50,000 for delayed AGM |
| Mangsir (Mid-Nov to Mid-Dec) | File Company Annual Return Filing Nepal | OCR | Escalating penalties per Section 81 |
| Poush (Mid-Dec to Mid-Jan) | File income tax returns; pay advance tax | Inland Revenue Department | 0.1% monthly late fee |
| Monthly (All Year) | VAT returns (if registered); TDS deposits; SSF contributions | IRD/SSF | Interest + penalties |
Common Mistakes in Company Annual Return Filing Nepal
Documentation Errors
- Incorrect Shareholder Details: Mismatches between CAMIS records and actual shareholding
- Outdated MoA/AoA: Failure to reflect prior amendments to object clauses or capital
- Non-Compliant Financial Statements: Missing NFRS disclosures or unaudited submissions
Procedural Failures
- Delayed AGM Conduct: Missing the 6-month deadline post fiscal year-end
- Unregistered Auditor Engagement: Using non-ICAN licensed auditors
- Incomplete Director Disclosures: Omitting changes in directorship within 35 days
Technical Issues
- Poor Document Scanning: Illegible PDF uploads causing rejection
- Payment Verification Delays: Failure to retain ConnectIPS/eSewa transaction receipts
- Portal Navigation Errors: Incorrect form selection in CAMIS interface
Special Considerations for Foreign-Invested Companies
Foreign companies undertaking Company Annual Return Filing Nepal face additional requirements:
| Additional Requirement | Timeline | Governing Law |
|---|---|---|
| FDI Performance Report to Department of Industry | Annually | FITTA 2019 |
| Nepal Rastra Bank Foreign Investment Reporting | Quarterly/Annually | Foreign Exchange Regulation |
| Parent Company Balance Sheet Submission | Within 3 months of parent company preparation | Companies Act, 2063 |
| Branch Office Financial Statements | Within 6 months of fiscal year-end | OCR Directive |
Foreign companies must ensure alignment between Company Annual Return Filing Nepal submissions and their FDI approval conditions.
Frequently Asked Questions (FAQs) About Company Annual Return Filing Nepal
What is the deadline for Company Annual Return Filing Nepal?
The Company Annual Return Filing Nepal deadline is within 30 days after the Annual General Meeting (AGM). The AGM must be held within 6 months of the fiscal year-end (before Poush end, approximately mid-January).
What documents are required for Company Annual Return Filing Nepal?
Required documents include: audited financial statements, AGM minutes, updated shareholder register, director details (Form 7), auditor appointment letter, company registration certificate, PAN certificate, and current MoA/AoA copies.
What penalties apply for late Company Annual Return Filing Nepal?
Penalties range from NPR 1,000 to NPR 20,000 annually depending on company capital and delay duration, as prescribed under Section 81(2) of the Companies Act, 2063.
Can Company Annual Return Filing Nepal be completed online?
Yes. The CAMIS portal (camis.ocr.gov.np) enables complete online filing including document upload, fee payment via ConnectIPS/eSewa, and digital submission.
What happens if a company fails to file annual returns for three consecutive years?
The OCR initiates involuntary deregistration proceedings under the Special Deregistration Directive. The company is moved to "deactivated" status and eventually struck off the register.
Is audited financial statement mandatory for all companies in Nepal?
Yes. All registered companies—regardless of size or turnover—must submit audited financial statements prepared by an ICAN-registered auditor as part of Company Annual Return Filing Nepal.
How much are the government fees for Company Annual Return Filing Nepal?
Renewal fees range from NPR 2,000 (capital up to NPR 10 million) to NPR 15,000 (capital above NPR 500 million), based on authorized capital structure.
Can directors be personally liable for non-compliance?
Yes. Directors face personal liability for willful non-compliance, including fines up to NPR 20,000 annually, potential disqualification, and legal action for persistent violations.
What is CAMIS and how does it facilitate Company Annual Return Filing Nepal?
CAMIS (Company Administration Management Information System) is OCR's digital platform enabling online name reservation, registration, annual filing, and compliance tracking with QR-code verification.
Are there any recent changes to Company Annual Return Filing Nepal requirements in 2025?
Recent updates include enhanced automatic annual return processing features in CAMIS and stricter penalty enforcement under amended compliance directives. Companies should verify current requirements through official OCR notices.
Why Choose Attorney Nepal for Company Annual Return Filing Nepal Compliance?
At Attorney Nepal, we specialize in corporate compliance and Company Annual Return Filing Nepal services. Our expertise includes:
- End-to-End Filing Management: From AGM documentation to CAMIS submission
- Penalty Resolution: Negotiating penalty waivers and compliance restoration
- Audit Coordination: Engaging ICAN-registered auditors for NFRS-compliant statements
- Foreign Company Compliance: FDI reporting alignment with annual return filings
- OCR Liaison: Direct communication with regulators to expedite approvals
Contact Attorney Nepal today to ensure your Company Annual Return Filing Nepal obligations are met accurately and on time. Avoid penalties, maintain good standing, and focus on growing your business while we handle compliance complexities.
Disclaimer: This guide is provided for informational purposes only and does not constitute legal advice. Company Annual Return Filing Nepal requirements are subject to regulatory amendments. Consult qualified legal professionals for case-specific guidance. Last verified: February 15, 2026.
Related Resources:
- Office of Company Registrar Official Portal: ocr.gov.np
- CAMIS Online Filing System: camis.ocr.gov.np
- Companies Act, 2063 (2006): Full Text Available