Corporate compliance service Nepal is mandated by law for every registered entity. The Companies Act 2063 establishes strict protocols that must be followed meticulously. Non-compliance is penalized severely by the Office of the Company Registrar (OCR).
Businesses often underestimate the complexity of company compliance Nepal requirements. However, statutory obligations are non-negotiable. This guide explains every requirement comprehensively.
Legal operations are impossible without proper compliance. The regulatory framework is enforced by multiple authorities. Consequently, violations result in monetary fines, operational suspension, or company dissolution.
Corporate compliance service Nepal ensures continuity. Furthermore, compliant businesses gain credibility with banks, investors, and government agencies. Attorney Nepal Pvt Ltd specializes in maintaining these standards for clients nationwide.
The Companies Act 2063 is the cornerstone of corporate compliance service Nepal. All provisions are binding on private limited, public limited, and foreign companies.
Key compliance areas include:
| Compliance Area | Legal Requirement | Penalty for Non-Compliance |
|---|---|---|
| Annual Return Filing | Submit within 6 months of fiscal year-end | NPR 5,000 – 25,000 |
| Statutory Audit | Mandatory for all companies regardless of size | Director liability + fines |
| AGM Conduct | Must be held within 6 months of year-end | NPR 10,000 – 50,000 |
| Director Changes | Notify OCR within 35 days | Compliance notice issued |
| Share Register Maintenance | Updated records required at registered office | Legal action possible |
Multiple agencies oversee company compliance Nepal:
Every company must complete an annual audit. The Institute of Chartered Accountants of Nepal (ICAN) regulates this process. Audited financial statements must reflect true and fair views under Nepal Financial Reporting Standards (NFRS).
Documents required for audit:
The AGM must be conducted within six months of the fiscal year conclusion. During this meeting:
Notice must be sent 21 days in advance. Minutes must be recorded and signed within 30 days.
The annual return is the most critical corporate compliance service Nepal requirement. It must be filed within 30 days of the AGM.
Required filings include:
| Tax Type | Filing Frequency | Due Date | Authority |
|---|---|---|---|
| Income Tax | Annual | Poush end (Mid-January) | IRD |
| VAT | Monthly | 25th of following month | IRD |
| TDS | Monthly | 25th of following month | IRD |
| SSF Contribution | Monthly | 15th of each month | SSF |
Corporate tax rate: 25% for most private limited companies
Employers must contribute 20% of basic salary. Employees contribute 11%. Total contribution equals 31% of basic salary. Payments are made through the SSF online portal by the 15th of each month.
Private companies must hold at least four board meetings annually. One meeting is required every three months. Proper notice (7 days) must be given. Minutes must be maintained in the statutory register.
Foreign companies face additional scrutiny under the Companies Act 2063. Corporate compliance service Nepal for foreign entities includes:
The consequences of ignoring company compliance Nepal are severe:
| Violation | Penalty | Additional Consequences |
|---|---|---|
| Late Annual Return | NPR 5,000 – 25,000 | Director liability |
| Failure to Conduct AGM | NPR 10,000 – 50,000 | Director disqualification risk |
| Tax Filing Delays | 0.05% daily interest | Maximum 100% of tax due |
| SSF Non-Payment | Penalties plus interest | Legal action possible |
| Operating Without Registration | Company shutdown | Criminal charges possible |
Outsourcing corporate compliance service Nepal is common among SMEs and foreign investors. Professional service providers handle:
| Service Component | Cost Range (NPR) | Frequency |
|---|---|---|
| Statutory Audit | 50,000 – 500,000+ | Annual |
| Annual Return Filing | 5,000 – 15,000 | Annual |
| Legal Compliance Retainer | 25,000 – 100,000 | Monthly/Quarterly |
| OCR Penalty (Late Filing) | 5,000 – 25,000 | Per occurrence |
| SSF Registration | 2,000 – 5,000 | One-time |
Costs vary based on company size and transaction complexity
The regulatory landscape is evolving rapidly. Recent changes affecting corporate compliance service Nepal include:
Corporate compliance service Nepal encompasses all legal, regulatory, and procedural requirements that companies must fulfill under the Companies Act 2063. This includes annual filings, statutory audits, tax compliance, and corporate governance maintenance.
Annual returns must be filed within 6 months of the fiscal year-end. The fiscal year in Nepal runs from Shrawan (mid-July) to Ashad (mid-July). Late filings attract penalties of NPR 5,000 to 25,000.
Yes. Every registered company, regardless of size or revenue, must conduct an annual statutory audit. This requirement is non-negotiable under the Companies Act 2063. Even one-person companies must comply.
Non-compliance results in escalating penalties. Initial late fees progress to director liability, operational restrictions, and potential company strike-off. The OCR can blacklist non-compliant businesses, affecting banking and contracting capabilities.
No. Foreign companies must register branch or liaison offices under Section 154 of the Companies Act. Operating without registration triggers shutdown orders and legal action against parent company representatives.
Basic compliance costs range from NPR 75,000 to 200,000 annually for small companies. This includes audit fees, filing charges, and professional service retainers. Complex foreign-owned companies may incur higher costs.
Essential documents include: audited financial statements, AGM minutes, director/shareholder details, registered office proof, tax clearance certificates, and SSF contribution records. All must be updated and accurate.
Statutory audits require 2-4 weeks. Annual return preparation takes 1-2 weeks. OCR processing typically requires 15-30 working days. Total compliance timeline is approximately 6-8 weeks if started promptly after fiscal year-end.
No exemptions exist for statutory requirements. However, companies with turnover below NPR 5 million may qualify for simplified tax procedures. All companies must still file annual returns and conduct audits.
The Office of Company Registrar (OCR) is the primary regulator. The Inland Revenue Department oversees tax compliance. Nepal Rastra Bank regulates foreign exchange aspects. Sector-specific regulators exist for banking, insurance, and securities.
Corporate compliance service Nepal is not optional—it is the foundation of legal business operations. The regulatory framework under Companies Act 2063 is strictly enforced. Penalties for violations are substantial and escalating.
Attorney Nepal Pvt Ltd provides comprehensive corporate compliance service Nepal solutions. Our expertise covers OCR filings, statutory audits, tax compliance, and corporate governance. We ensure your business meets every legal requirement while you focus on growth.
Contact Attorney Nepal Pvt Ltd today for a compliance health check. Protect your business from penalties. Ensure operational continuity. Build stakeholder confidence through impeccable corporate compliance.
About Attorney Nepal Pvt Ltd
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Disclaimer: This guide is for informational purposes only and does not constitute legal advice. Consult qualified legal professionals for specific compliance matters.