Company update in Nepal: how to clear missed AGMs and OCR finesकम्पनी अद्यावधिक: छुटेका वर्षको विवरण र जरिवाना

A company update in Nepal (कम्पनी अद्यावधिक) means filing every annual return the company owes the Office of the Company Registrar (OCR), so its record shows it as current. If the AGM and annual return were skipped for one year or several, you file each missing year in date order and pay the Section 81 late fine for each one.

The longer it waits, the more it costs: after the first year, the fine on each late return rises every year. A company that is not updated also gets stuck the moment it needs OCR for anything else, such as a share transfer, a capital increase or a bank loan.

What "not updated" means at OCR

Nepal's fiscal year ends on Ashad end. Within six months, by Poush end, a private company must hold its annual general meeting (or record the sole shareholder's written decision) and file the annual return with OCR. When a year is missed, the company's CAMIS record shows the return as outstanding and the company as not updated.

Most owners only find out when something else stops: the bank asks for an updated company record, a buyer wants shares transferred, or a tender asks for an OCR letter. OCR will not process most changes until the missing returns are in.

How to check whether your company is updated

1. Log in to the company's CAMIS account and open the annual return history. Each fiscal year should show as filed.
2. If nobody has the login, the company can recover it through OCR. See CAMIS login recovery.
3. Note the last fiscal year that was filed and the company's paid-up capital. Those two facts set the fine.
4. Run our OCR fine check to see an estimate year by year before you speak to anyone.

What the Section 81 fine costs

OCR fines each late annual return on the Section 81 scale. The amount depends on the company's paid-up capital and how late that return is. Up to a year late, there is a fixed amount for each stage. After that, a yearly amount applies for each year of delay, with part years counted as full years.

The fine is charged per return. A small company that missed three years pays a fine on each of the three returns, and the oldest return carries the largest fine because it is the most overdue. CAMIS may also charge some returns, such as Section 51 and Section 80, separately. A not-for-profit company follows the middle column.

Every Poush end that passes adds another year of fine to each return still outstanding. Filing even the oldest year now stops that year growing.

Is there a fine waiver?

From time to time the government opens a window in which earlier OCR fines are waived if the company files and pays within a set period. The Finance Act 2083 window closed on Asoj 31, 2083 (17 October 2026); there was an earlier scheme in 2081. Windows like these come and go with the budget. Before filing, we check whether one is open for your company so you do not pay a fine that could have been waived.

What each missing year needs

Every missing year is filed as if it were on time, with the same papers in the same order. That is what makes a company update more than paying a fine.

1. Audited accounts for that fiscal year. If a year was never audited, the audit comes first.
2. A board minute appointing the auditor and the Section 111 letter to OCR.
3. A board minute approving the accounts and calling the AGM.
4. Notice to the shareholders, then the AGM minute, or the sole shareholder's written decision.
5. The annual return on CAMIS, with the Section 51 and Section 92 details and the beneficial owner declaration.
6. Payment of the fine for that year.

The years go in oldest first. OCR checks each year against the one before it, so a later year cannot be filed while an earlier one is open. The yearly cycle itself is explained in our AGM and annual return guide.

How long a company update takes

Once the audits are done, the papers for each year can be prepared in a few days, and OCR usually clears a complete set within one to three weeks. The slow part is almost always the audit of the missing years. Start the audit and the paperwork together and the company can be current within a month in most cases.

What happens if you leave it

• The fine on each outstanding return keeps rising every year.
• OCR will not register share transfers, capital changes or director changes until the company is updated.
• Banks and tender committees ask for an updated OCR record, so loans and contracts stall.
• A company that has not filed for years can be removed from the register after notice. Bringing it back is slower and costs more than updating it now.

If you want to close the company instead

Some owners would rather close a company that no longer trades. Closure also needs the company updated first, with tax clearance, so the missing years are filed either way. If that is your plan, see company closure before you start, so the work is done once.

Keep it current from now on

After the update, file each year before Poush end. The AGM pack takes a few days once the audit is ready. We send a reminder before the deadline to companies that file with us. See the AGM and annual return service.

Questions people ask

General information, not legal advice. Rules change; we check the current position for your case before filing. Legal documents are drafted under the supervision of our retained, licensed advocate.