Company Annual Compliance Nepal: Fines & Filings

Updated August 2026. Fines below are set in the Companies Act 2063 and are statutory rather than annual-budget figures. We found no evidence they were amended for FY 2083/84, but could not confirm that either.

Thousands of Nepali companies are quietly accumulating fines right now. Not because anyone did anything wrong — because nobody filed the annual return, the penalty compounds every year, and it is charged to the directors personally, not just to the company.

What You Must File Every Year

Filing	Deadline	Provision
Audited annual financial statements with the auditor’s report	Within 6 months of fiscal-year end — so by end of Poush for a Shrawan–Asar year	s.80(2)
Return of the AGM, attendance, financial statements, board report, auditor’s report and resolutions	Within 30 days of the AGM	s.80(1)
Inventory of shareholders, capital, bank loans and current directors	Prepared as at 30 days before the AGM; filed within 30 days after it. A company holding no AGM: within one year of registration	s.51
Any alteration to those particulars — new director, share transfer, address	Within 6 months of the alteration	s.51

Section 51 is the one people have never heard of, and it is the provision that actually captures changes in directors and shareholding. If your board changed two years ago and you never told the Registrar, that is a live default — separate from the annual accounts.

Filing is electronic through the Registrar’s online system, so distance is not an excuse for a company outside Kathmandu.

The Penalty Table

This is the figure the whole article exists for. The fine escalates on two axes at once — how late you are, and your paid-up capital (not authorised capital):

How late	Paid-up up to Rs 25 lakh	Up to Rs 1 crore	Above Rs 1 crore
Up to 3 months	Rs 1,000	Rs 2,000	Rs 5,000
3 to 6 months	Rs 1,500	Rs 3,000	Rs 7,000
6 to 12 months	Rs 2,500	Rs 5,000	Rs 10,000
Beyond 12 months	Rs 5,000 per year	Rs 10,000 per year	Rs 20,000 per year

⚠ Read the last row again. Past twelve months the fine stops being a one-off and becomes an annual charge. A small company that stopped filing five years ago is not looking at Rs 5,000 — it is looking at roughly Rs 25,000 and counting, per default, levied on the director or officer in default rather than on the company.

Two details worth knowing: non-profit companies are fined at the highest band regardless of capital — the capital tiers do not protect them. And failure to submit other statements carries Rs 200 for every month after the first month past the deadline.

A figure circulating online that we could not support: several sites quote a “Rs 100 per day” late-renewal penalty. We found no basis for it in the Act. If someone quotes that at you, ask which section it comes from.

What Happens If You Keep Ignoring It

Stage	What occurs
Three consecutive financial years of not filing under s.80 or not paying fines under s.81	The Registrar may move to cancel your registration
Notice	Written notice to your registered address plus publication in a national daily
Your window to object	Two months, in writing
If you do not respond	Registration is cancelled

⚠ Cancellation is not a clean escape — this is the part owners get wrong.

Existing liabilities remain enforceable against officers and shareholders personally. The company disappearing does not take the debts with it.
Assets devolve on the shareholders proportionally.
The company name cannot be reused.

People let a company lapse believing it quietly dissolves. It does not — it leaves them personally exposed with no entity to stand behind.

A restoration provision exists in the Act for cancelled companies, but we could not retrieve its text — grounds, procedure and any time limit are unverified. If you need to revive a struck-off company, that is a question for a professional, not an article.

🤝 Company behind on filings and unsure how much has built up?

Tell us your company type, paid-up capital and roughly how long since the last filing. Digital Solution will help you map what is outstanding and in what order to fix it — and tell you plainly when you need an auditor or a company lawyer.

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Does a Private Company Need an AGM?

This is genuinely contested and we are not going to pretend otherwise. The Act’s annual general meeting provision is framed around public companies. Several sources say private companies need not hold one unless their articles require it, because the Act permits decision by written resolution instead. Another claims recent amendments extend the requirement — we could not identify any such amendment.

The practical answer that works either way: the filing obligations under sections 51 and 80(2) apply regardless of whether you hold a formal AGM. Most private companies pass a shareholders’ resolution approving the audited accounts within six months of year end and file that. Do that, and the AGM question becomes academic. Check your own articles of association — if they require an AGM, that settles it for your company.

Yes, a Dormant Company Still Files

A company with no transactions is not exempt. The strike-off trigger is failure to file — there is no carve-out for zero activity, and the Act expressly contemplates companies that hold no AGM.

If your company is genuinely finished, close it properly. Leaving it dormant and unfiled costs you an escalating annual fine and ends in strike-off with personal liability intact. Formal closure costs money once; drifting costs money every year. See our guide on changing or closing a company.

The Tax Connection

Company compliance and tax compliance are separate systems, but they meet at one point that matters: a tax clearance certificate is required to close a company, and the Inland Revenue Department will not issue one while income tax, VAT or TDS returns are outstanding.

We could not verify a direct rule that Registrar non-filing by itself blocks a tax clearance certificate — that link is asserted online but we found no provision establishing it. The real trap is the reverse: you cannot close a company without a tax clearance certificate, and you cannot get one without clean tax filings. See our tax clearance guide.

On Penalty Waivers — Do Not Count on One

⚠ There was a waiver scheme. Its status is unclear and you should not plan around it. An ordinance in 2081 offered a substantial discount on accumulated Registrar penalties for companies that filed within a stated window. The Office then applied it more narrowly than the published ordinance, a writ was filed, and the Supreme Court issued an interim order halting the waivers. We could not establish the position as at today.

Separately, the Finance Act 2083 created tax settlement windows — principal plus 1% with interest and penalties waived. That is an Inland Revenue amnesty, not a Company Registrar one. Do not conflate the two, and do not delay filing in the hope of a discount that may not exist.

Getting Current: The Order to Do It In

Find out exactly what is outstanding — which years, which filings, and your paid-up capital band.
Get the accounts audited for every missing year. This is the long pole and usually the largest cost.
Pass and document the approving resolution for each year.
File the section 51 particulars, including any director or shareholding changes you never reported.
Pay the fines — they must be cleared, and they grow while you deliberate.
Then decide: keep the company current going forward, or close it properly.

Frequently Asked Questions

What must a private limited company file every year in Nepal?

Audited financial statements with the auditor’s report within six months of fiscal-year end, the AGM return within 30 days of the meeting, and the section 51 inventory of shareholders, capital and directors.

What is the penalty for not filing the annual return?

It scales with delay and paid-up capital, from Rs 1,000 up to Rs 20,000 — and beyond twelve months it becomes an annual charge of Rs 5,000, Rs 10,000 or Rs 20,000 depending on capital.

Who pays the fine — the company or the director?

It is imposed on the director or officer in default.

Can the Registrar cancel my company?

Yes, after three consecutive financial years of not filing or not paying fines, following notice and publication, with two months to object.

If my company is struck off, do the debts disappear?

No. Liabilities remain enforceable against officers and shareholders personally, and the name cannot be reused.

Does a dormant company still have to file?

Yes. There is no exemption for having no transactions.

Must a private company hold an AGM?

Contested. The filing obligations apply either way — pass and file a resolution approving the audited accounts within six months of year end, and check your articles.

Is there a penalty waiver available now?

Do not assume so. A previous scheme was halted by an interim court order and we could not confirm the current position.

Sources

Companies Act 2063 — sections 51, 76, 80, 81, 136 and 166, via published consolidated text.
Reporting on the 2081 penalty-waiver ordinance and the subsequent interim court order.
Finance Act 2083 tax settlement windows as described in professional summaries — noted as distinct from Registrar penalties.

Company Annual Compliance in Nepal: The Fines That Grow Every Year