Avoid compounding OCR fines by mastering the 4 mandatory annual filings: Section 51, 76, 80, and 111.
Annual ROC Filing is the mandatory legal obligation under Nepal's Companies Act 2063 requiring all registered companies to submit their audited financial accounts, annual general meeting minutes, auditor appointment details, and updated shareholder registers to the Office of Company Registrar (OCR) within 6 months of the close of each fiscal year.
Hundreds of startup founders in Nepal abandon their paperwork after getting their company registered, thinking "we had zero sales, so we don't need to file anything." Years later, when they attempt to secure an SME bank loan, bring in an investor, or close the company, the OCR slaps them with accumulated fines of NPR 50,000 to NPR 2,00,000! Filing on time costs almost nothing and keeps your company in good corporate standing.
Engage a registered Chartered Accountant (CA) or Registered Auditor (RA) to audit your balance sheet and profit & loss statement after fiscal year-end (Ashad end).
Hold the AGM within 6 months of fiscal year-end (before Poush end). Approve audited financials, approve director reports, and formally appoint the auditor for the upcoming fiscal year under Section 111.
Log into your company profile on the OCR portal: (1) Section 51 (Share Ledger), (2) Section 80 (Audited Financials), and (3) Section 76/111 (AGM Minutes & Auditor Appointment).
Once the OCR officer verifies your documents, download your updated Corporate Good Standing approval slip, required by commercial banks and government tenders.
| Companies Act Section | Statutory Filing Document | Statutory Deadline | Consequence of Delay |
|---|---|---|---|
| Section 51 | Updated Shareholder Ledger (शेयर लगत) | Within 30 days of AGM | Daily compounding fine under Section 81 |
| Section 76 & 111 | AGM Minutes & Auditor Appointment | Within 6 months of FY end (Poush end) | Heavy delay fine + Auditor invalidation |
| Section 80 | Audited Balance Sheet & P&L Statement | Within 6 months of FY end (Poush end) | Company listed as non-compliant on OCR portal |
| IRD Income Tax D-03 | Annual Corporate Tax Return Filing | Within 3-6 months of FY end | 0.1% daily fine + Loss of Tax Clearance |
Under Companies Act 2063 Section 81, Nepal imposes strict cascading late fees (विलम्ब शुल्क). The fine starts at NPR 1,000 to 2,000 for the first month of delay and scales progressively up to NPR 10,000 to 20,000 per year based on authorized capital. Companies that fail to file for 3 consecutive years have their corporate bank accounts frozen by NRB directives, preventing directors from withdrawing funds or obtaining personal credit.
Madhav forgot to submit OCR annual filings for his Pvt. Ltd. company for 3 years because his accountant resigned. When he applied for a working capital credit line at a commercial bank, the bank rejected him: "Your company has a non-compliant black-mark at the OCR."
Madhav immediately hired an audit firm to compile back-dated audits for all 3 years, held a combined AGM, and uploaded the missing Section 51, 80, and 111 documents on ocr.gov.np. He paid NPR 32,000 in accumulated OCR late penalties. Once updated, his company returned to "Active Good Standing", and the bank disbursed his NPR 40 Lakh credit line.
Goal & Dilemma: Managing the annual statutory compliance of an active IT private company.
Penalties scale higher for companies with capital > NPR 10 Lakh, 50 Lakh, etc.
Number of overdue fiscal filing cycles.
For a company with NPR 25 Lakh authorized capital overdue by 2 years: Base fine per year = NPR 5,000 to 10,000. Total accumulated fine = NPR 15,000-25,000. Filing on time costs NPR 0 in fines!
Assuming that submitting tax returns at IRD automatically fulfills OCR filing requirements.
IRD (Tax) and OCR (Company Registrar) are separate entities; you must file separately with both.
Holding the AGM after Poush without formal extension approval.
Hold your AGM and submit audited reports before Poush end (mid-January).
Appointing an auditor without recording the appointment in AGM minutes and Section 111.
Ensure the auditor appointment letter is formally filed with the OCR within 15 days of AGM.
Yes. Any company director or administrator can log into ocr.gov.np, upload the signed audit PDF, fill out the web forms for Sections 51, 80, and 111, and pay filing fees via connectIPS.
Under the Companies Act, audited financial reports must be submitted within 6 months of fiscal year close - typically by the end of Poush (mid-January).
The OCR has the legal power under Section 136 to initiate strike-off procedures (कम्पनी खारेजी), freezing director assets and barring directors from registering new companies in Nepal.
Under the Companies Act 2063, a private limited company must hold its AGM and submit audited financial statements and shareholder records to the Office of the Company Registrar within 6 months of fiscal year-end (i.e. by Poush end / mid-January).
The mandatory annual filings include: Section 51 (Shareholding and capital status), Section 76 (AGM decisions and minutes), and Section 80 (Auditor's report and balance sheet).