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Mandatory Annual Filings for Companies in Nepal: OCR Returns, Tax, VAT, Audit & Labour Filings (Complete Guide)

September 28, 2025 Compliance & Corporate Governance by admin_lawsagar

Table of Contents

Introduction

Nepalese companies face a cluster of statutory annual and recurring filing obligations across multiple regulators: the Office of the Company Registrar (OCR) (annual return, AGM reporting, financial statements), the Inland Revenue Department (IRD) (tax returns, VAT returns, TDS/VAT reporting), social security and provident fund authorities (EPF, SSF contributions), and sector regulators (NRB, SEBON, MoICS), where applicable. The Companies Act (2063) mandates the holding of an Annual General Meeting (AGM) within six months of the financial year end and requires the return of the AGM, including audited financial statements and directors’ and auditors’ reports, to the OCR within a statutory period (see Companies Act, sec. 80). Companies that fail to file or maintain statutory registers risk fines, restrictions and deregistration.

Why does this matter?

As counsel, I tell clients bluntly: company-level non-filings are not mere paperwork. They are triggers for (at least) financial penalties, administrative limits (e.g., inability to transact, bank friction), reputational damage, and—if persistent—administrative deregistration. Directors and company officers carry legal responsibility for ensuring compliance; the law places the onus on the company and, by extension, the board to submit statutory returns and make filings in time. The practical consequence: embed an annual compliance calendar, allocate owner/personnel responsibility, and use external auditors and tax advisors when necessary.

The regulatory map — what to file, to whom, and why

1. Office of the Company Registrar (OCR) — Annual return & AGM reporting

What: Annual Return (return of AGM), audited financial statements, directors’ report, auditors’ report, minutes/AGM resolutions, changes in shareholding/management that occurred during the year.
Legal basis: Companies Act, 2063 (sections dealing with AGM and returns — e.g., section 80 requires forwarding of the return of AGM). OCR operates the CAMIS portal for online submission.

Key deadlines:

AGM: Must be held within six months after the end of the financial year.
Annual return (return of AGM and supporting documents): Typically within 30 days of the AGM (Companies Act references and OCR practice). Practical confirmations from OCR and OCR guidance indicate online filing via CAMIS and automated acknowledgement processes.

Common documents to upload: Form(s) prescribed by OCR (e.g., Form 11 or the prescribed “return of AGM”), audited financial statements, directors’ report, auditor’s report, minutes of AGM, and any resolutions.

Why it matters: The OCR requires these returns to keep company registers current. Defaults can attract fines (Section 81 fines), and persistent default may lead to administrative deregistration.

2. Inland Revenue Department (IRD) — Corporate tax returns, VAT, TDS

What:

Corporate (income) tax return (final annual return).
VAT returns (for VAT-registered businesses — typically monthly).
Withholding tax (TDS) returns and remittances.
Advance tax payments (where applicable).

Legal basis & official forms: IRD provides the self-assessment return forms and e-filing through its taxpayer portal; the Income Tax Act and rules prescribe timelines and penalties.

Key deadlines:

Corporate tax return: Generally, within three months from the end of the fiscal year (mid-October of the Nepali calendar), though practical practice may vary and extensions are sometimes granted. IRD rules also provide for estimated returns and timelines for audited accounts.
VAT returns: Usually monthly, to be filed within 25 days from the end of each Nepali month (businesses with small turnover may file quarterly, subject to approval).
TDS returns and deposits: Monthly or as prescribed — in practice, delay attracts penalties and interest.

Why it matters: Non-filings invite penalties, interest on arrears, and may trigger audits. For foreign investors, tax compliance is crucial for repatriation and treaty relief. Recent IRD practice and guides underline strict e-filing standards.

3. Audit obligations — appointment and filing of audited financial statements

What: Audited annual financial statements prepared and signed by a qualified auditor registered with the Institute of Chartered Accountants of Nepal (ICAN). The auditor’s report must accompany the financial statements filed with OCR and be used to prepare IRD returns.

Key deadlines: Audited accounts should be ready for the AGM (AGM within six months of FY end), and the OCR return requires a copy of the audited statements when the AGM return is filed.

Why it matters: Many legal actions, shareholder decisions, bank covenants and tax filings rely on audited financial statements. Directors must appoint auditors as required and ensure that independent audit evidence supports filed accounts.

4. Employees’ Provident Fund (EPF) and Social Security Fund (SSF)

What: Registration of employers and employees; monthly contribution remittance for EPF and SSF (where SSF applies); submission of return/payment proof.

Deadlines: Typically, monthly remittance deadlines (often by a specified date in the following month — employers must check EPF/SSF portals and circulars). Non-payment triggers fines, interest and employee claims.

Why it matters: Non-compliance opens companies and directors to labour claims, fines and enforcement by labour authorities. For labour-intensive employers, EPF/SSF compliance is a priority.

5. Sectoral & regulator specific filings (select examples)

Banks, financial institutions, insurance companies: Quarterly and annual returns to Nepal Rastra Bank (NRB) plus audits and publishing of financials.
Listed companies: Disclosure obligations to SEBON and stock exchanges — separate timelines for annual reports, financial statements and notices.
Hydropower, telecom, health, education: Industry permits, renewals, and reports to the relevant ministry/agency.

Timelines — a practical consolidated compliance calendar (what you must track)

Financial year: Shrawan 1 to Ashad 31 (Nepal fiscal year). For practical purposes, map Nepali months to Gregorian equivalents (or use your accounting system).

Within 6 months of FY-end — Hold your AGM (Companies Act requirement). Prepare audited financial statements, board report and auditor’s report for AGM.
Within 30 days of AGM — File Annual Return (return of AGM) and upload audited financials and AGM minutes to OCR (CAMIS portal). Confirm acknowledgement.
Within 3 months of FY-end (approx mid-October) — File corporate income tax return with IRD (final return). Pay tax/settle liabilities. Note: IRD permits advance tax payments and estimated returns during the fiscal year.
Monthly — VAT returns (if registered) within 25 days of the month end; TDS deposits and returns as scheduled.
Monthly — EPF/SSF remittances (payroll-related contributions) as per EPF/SSF portal deadlines.
Ad hoc — Sector regulator filings, share transfers, capital changes, auditor appointment confirmations, and any special resolutions must be filed within timelines prescribed by the Companies Act (e.g., some filings within 30 days).

Penalties and enforcement — what happens if you default

OCR fines and de-registration risk: Failure to file returns or pay fines under the Companies Act may lead to fines and administrative de-registration after prolonged default. The Companies Act contemplates cancellation of registration for companies that default in filing returns for consecutive years.
Tax penalties & interest: IRD imposes penalties for late filing, late payment, and incorrect/under-reported tax. Interest accrues on unpaid tax. Persistent non-compliance draws audits.
Labour & social security claims: Non-payment of EPF/SSF triggers employee claims, fines and may lead to enforcement action by labour authorities.
Operational friction: Banks and counterparties may refuse transactions, auditors may qualify reports, and SEBON/NRB may impose regulatory measures for regulated entities.

Practical checklist — what to prepare before year-end and for AGM

90–60 days before AGM / FY-end wrap-up

Confirm the cut-off for accounting records and ensure the trial balance is up-to-date.
Start year-end book closures; reconcile bank accounts and statutory ledgers.
Engage the auditor and schedule audit fieldwork.

60–30 days before AGM

Finalise audited financial statements.
Draft directors’ report and any statutory disclosures.
Prepare AGM notice, proxy materials and board resolutions.
Prepare OCR CAMIS uploads and identify required scanned documents.

Within 30 days after AGM

File the OCR annual return (Form/return of AGM) and upload audited financial statements, directors’ and auditors’ reports and AGM minutes. Obtain acknowledgement.

Within 3 months after FY-end

Submit the final corporate tax return to IRD; reconcile tax with audited profit. Pay any balance tax.

Ongoing

Monthly VAT/TDS and EPF/SSF remittances.
Maintain statutory registers and minute books updated and physically available for inspection if required.

Practical compliance pitfalls (and how I would challenge your assumptions)

“We just need to file taxes; OCR is optional.” Wrong. OCR compliance (AGM return and audited financials) is statutory under the Companies Act. OCR and IRD filings serve different purposes — both are mandatory. You cannot choose one and ignore the other.
“If we’re small, we don’t need audited financials.” Not necessarily true. The Companies Act and company constitutions often require an audit. Also, banks and investors will insist on audited statements. If you think you’re exempt, verify the law and your articles.
“VAT is only required if we choose to register.” No — VAT registration is mandatory once turnover crosses thresholds; non-registration in the face of taxable supplies invites additional penalties and back taxes.
“Social security contributions are just HR’s problem.” Directors should treat EPF/SSF as corporate obligations. Non-remittance can create claims directly enforceable against the employer and damage company’s valuation and reputation.

Sample annual filings timeline (illustrative calendar for FY ending Ashad 31)

Ashad 31 (FY end) — fiscal year closes.
Within 3 months (mid-Ashwin/mid-October) — File IRD corporate tax return (final).
Within 6 months (mid-Poush/mid-January) — Hold AGM (latest). Prepare audited financials for AGM.
Within 30 days of AGM — File OCR Annual Return & upload audited financials.

(Note: Nepali month conversions can vary by year — always translate dates into the Nepali calendar for official filings.)

Sectoral nuance — what changes for regulated entities

Banks & financial institutions must meet NRB reporting and publish financials per NRB circulars — timelines and scope exceed ordinary companies.
Listed companies have continuous disclosure rules under SEBON and stock exchanges (quarterly, half-yearly and annual reports).
Foreign investors and joint ventures: additional filings on foreign investment approvals and possible approvals from the Department of Industry/Investment Board, plus IRD compliance for treaty benefits.

FAQs

Q1: When exactly must our company hold its AGM?
A: By law, the AGM must be held within six months after the end of the financial year. Practically, ensure audited financial statements are ready before scheduling the AGM.

Q2: How soon after the AGM do we file the OCR return?
A: The Companies Act and OCR practice require the return of the AGM to be forwarded within 30 days of the AGM (file via CAMIS).

Q3: Is tax filing on the same schedule as OCR filings?
A: No. Corporate tax returns are generally due within three months of the fiscal year end (commonly mid-October), whereas OCR AGM and annual return deadlines relate to the timing of the AGM (within six months) and the return (within 30 days of the AGM). Reconcile and plan both deadlines.

Q4: What if we miss the OCR annual return deadline?
A: The company may face fines under the Companies Act; continued default for multiple years can lead to administrative deregistration. Promptly remediate by filing, paying fines and obtaining legal advice.

Q5: Must small companies do monthly VAT?
A: By default, VAT returns are monthly (25 days); however, IRD permits small entities meeting turnover thresholds to apply for quarterly filing in certain cases. Confirm eligibility with IRD.

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