Every registered company in Nepal whether private, public, profit-based, or non-profit must file an annual return with the Office of Company Registrar (OCR) every year. Annual return filing keeps the company legally active, transparent, and compliant with the Companies Act 2063. Failure to file returns on time may result in penalties, fines, or even company cancellation.

This guide explains how to file annual returns, the step-by-step online filing process, required documents, deadlines, penalties, and FAQs.

What Is Company Annual Return Filing in Nepal?

Annual return filing is the mandatory yearly submission of:

1. Company details

2. Shareholder information

3. Directors information

4. Financial status

5. Capital structure

6. Compliance updates

The return confirms that the company is active, transparent, and operating legally.

This filing must be done every fiscal year, regardless of profit or activity level.

Why Annual Return Filing Is Mandatory

Filing annual returns ensures:

• Legal continuity of the company

• Updated records at OCR

• Transparency for investors and government

• Protection from penalties

• Eligibility for banking, tender, and foreign investment

Companies that fail to file may face blacklisting or forced closure.

Company Annual Return Filing in Nepal Online (Step-by-Step Guide)

OCR now allows online filing, making the process easier and faster.

1. Visit the Office of Company Registrar (OCR) Portal

https://ocr.gov.np

• Login with company username and password.
• If you don’t have an account, register using company PAN and registration details.

2. Choose “Annual Compliance / वार्षिक विवरण”

• Under company services: select Annual Return Filing.

3. Fill in Annual Details

You must update:

• Company address

• Directors & shareholding

• Capital structure

• Auditor information

• Share register

• Financial updates

4. Upload Required Documents

Common documents include:

• Shareholder details

• Minutes of AGM (Annual General Meeting)

• Auditor's report

• Financial statements

• Resolution approving annual return

PDF uploads only.

5. Submit Digitally & Pay Fees Online

Fees depend on:

• Company type (private/public)

• Authorized capital

Payment can be done via:

• ConnectIPS

• eSewa

• Bank deposit slip

6. OCR Review & Approval

OCR verifies:

• Accuracy of details

• Auditor appointment

• AGM compliance

• Financial statement formatting

Once approved:

• Return is updated

• Company status becomes “Active”

When Must a Company File Its Annual Return in Nepal?

Under Companies Act 2063:

• Annual return must be filed within 30 days after the company’s Annual General Meeting (AGM).

• AGM must be held within 6 months of fiscal year end (i.e., before Poush end).

Penalties for Late Annual Return Filing

If a company fails to file on time:

Late fee per month

• Starting at Rs. 100 per month (varies by company type).

Continuous non-filing

OCR may:

• Freeze the company

• Reject future filings

• Deny amendments

• Blacklist directors

• Start dissolution proceedings

Documents Required for Company Annual Return Filing

• PAN/VAT certificate

• Registration certificate

• Memorandum & Articles of Association

• Minute of AGM

• Auditor appointment letter

• Audit report & financial statements

• Shareholder list

• Director details

• Paid-up capital records

Common Mistakes Companies Make

• Not holding AGM on time

• Missing auditor appointment

• Incorrect shareholder records

• Uploading outdated documents

• Filing without financial statements

Any mismatch delays approval.

Conclusion

Company annual return filing in Nepal is a critical legal requirement under the Companies Act 2063. Filing on time ensures your company remains active, compliant, and eligible for banking, investment, and government processes. With OCR’s online system, filing is faster than ever as long as you prepare accurate documents and follow the proper steps.