Registration creates a legal shell. Operations create obligations. Add-on compliance services fill this gap. They keep your entity clean. They protect director liability. They unlock banking and payroll. They support audits and tax refunds. They also reduce friction with vendors and global HQ.
Add-on services cluster into five buckets:
Foundational tax and identity
Payroll and labor
Accounting and indirect tax
Banking and foreign exchange
Governance and board secretarial
Each bucket has a regulator. Each has recurring due dates. Map them once. Automate the rest.
Office of the Company Registrar (OCR): name, MoA/AoA, directors, filings.
Inland Revenue Department (IRD): PAN, VAT, TDS, returns, audits.
Social Security Fund (SSF): employer and employee coverage and contributions.
Department of Industry (DoI): FITTA filings for foreign investment.
Nepal Rastra Bank (NRB): foreign exchange, capital inflow, and repatriation.
Sectoral bodies when relevant: for example, telecom, health, or education.
Local governments: labor inspections and trade permits in some cases.
Keep these names close. They appear on every calendar invite and resolution.
Day 0–7
Company incorporation completes with OCR.
Company stamp and letterhead prepared.
Board resolution template adopted.
Week 2–3
PAN registration with IRD.
Open bank account with initial deposit.
Payroll framework drafted.
Week 3–4
VAT registration if applicable.
Apply for SSF employer code.
Sign employment contracts.
Month 2
Start monthly TDS filings.
Start monthly VAT filings if registered.
Maintain accounting books from Day 1.
Month 3–6
NRB post-investment filings if foreign equity arrived.
Beneficial owner information filed where required.
First internal compliance review.
Month 12
Year-end financial statements prepared.
Statutory audit if you meet thresholds.
Annual returns with OCR.
Board AGM held and minutes archived.
This timeline works for most entrants. Industry-specific steps may add or shift items.
PAN is the starting point. You cannot issue compliant invoices without it. You cannot pay TDS or VAT without it. Complete PAN within your first operating month.
VAT registration is mandatory if your supplies meet legal thresholds. Many foreign entities register early. They want input tax credits on rent, devices, and services. Register only when you can comply monthly. VAT is precise. Missed filings trigger fines.
The Social Security Fund covers staff benefits. It requires employer and employee contributions. Registration comes early if you hire. Integrate SSF into contracts and payroll software. Train HR on categories and rate mapping.
Use Nepal-specific templates. Include probation, leave, termination, dispute, IP, and confidentiality clauses. Keep mandatory registers. Keep staff IDs and SSF details.
Set a payroll cut-off and a pay date. Calculate TDS correctly. File monthly. Pay on or before the legal due date. Archive challans and returns.
Define leave balances and carry-forward rules. Document overtime approval. Publish a holiday calendar. Keep records for inspections.
Issue experience letters. Clear dues. Pay final payroll and TDS. Update SSF status. Maintain an exit checklist.
Record every bill and receipt. Use consistent chart of accounts. Tag vendors with PAN. Tag expenses for VAT credit eligibility. Keep a monthly close calendar.
Report output tax and input credits. Reconcile purchases and sales. Review non-creditable expenses. Keep VAT invoices that meet form rules. Avoid late filing. Penalties add up.
Apply correct rates based on nature of payment. Withhold at the time of payment or credit. File on time. Give certificates to vendors and staff.
Prepare financial statements. Confirm balances with banks and vendors. Keep fixed asset registers. Store supporting documents. Conduct a pre-audit check to avoid surprises.
Use a board resolution to open accounts. Define signatories and limits. Enable online banking. Set internal approvals for vendor payments.
If you bring foreign equity, comply with DoI and NRB procedures. Register the inflow. Keep SWIFT and board papers. Late filings can block future repatriation.
Plan early for dividend repatriation. You need clean tax records. You also need NRB approvals. Service fee remittances also need documentation. Maintain contracts and invoices.
Adopt a standard resolution pack. Record director attendance. Approve banking, hiring, leases, and major contracts. Store signed minutes. Maintain a resolutions register.
File annual returns on time. Notify regulator of director or address changes. Update MoA/AoA amendments as needed. Use the correct forms.
Maintain shareholder registers. Identify beneficial owners where required. Update changes within the legal window. Keep verification trails.
Some industries need extra clearances. Health, telecom, education, and NGOs are common examples. Review sector rules before launch. Add them to your compliance calendar. Assign a single owner to coordinate.
Nepal’s data rules evolve. Follow the Electronic Transactions Act and allied guidelines. Store payroll, tax, and accounting data for the legal retention period. Control access. Set backup schedules. Use audit logs. Prepare for regulator queries. Good documentation cuts response time and risk.
| Add-on service | Legal basis (short title) | Trigger | Typical timeline | Missed-deadline risk | Who is accountable |
|---|---|---|---|---|---|
| PAN registration | IRD guidelines | Start of operations | 1–2 weeks after incorporation | Fines; blocked tax filings | Finance lead |
| VAT registration | VAT Act and IRD rules | Threshold or credit need | 2–3 weeks | Penalties; denial of credits | Tax manager |
| Monthly TDS | Income Tax framework | Salary and vendor payments | Monthly | Interest; penalties; vendor disputes | Payroll + Finance |
| Monthly VAT | VAT Act and rules | VAT registered | Monthly | Interest; penalties; audit flags | Tax manager |
| SSF registration + remittance | SSF procedures | Hiring employees | 2–4 weeks; monthly remittance | Fines; staff disputes | HR + Payroll |
| NRB/DoI post-investment | FITTA + NRB directives | Foreign equity inflow | Within set windows | Restriction on repatriation | Company secretary |
| Annual return | Companies Act 2063 | Every financial year | Once a year | Penalties; strike-off risk | Company secretary |
| Statutory audit (if applicable) | Companies Act + audit rules | Thresholds met | Year-end | Late filing penalties | Finance + Auditor |
| BO information updates | Companies Rules (as amended) | Ownership change | Within set days | Penalties | Company secretary |
The exact days and rates depend on updated notices. Monitor circulars. Keep a compliance log.
Great for predictability. You pay one price for a scope. The provider sets SLAs. You get monthly reports. Best for standard entities.
You pay for hours. Flexible for unusual needs. You can scale up fast. Monitor hours and outcomes. Good for complex projects.
Use fixed for recurring work. Use hourly for projects. Many entrants prefer this. It balances cost and agility.
Confirm Nepal entity experience in your industry.
Review sample compliance calendars and reports.
Check escalation paths and response SLAs.
Ask for templates: contracts, minutes, registers.
Confirm tax and payroll software stack.
Verify staff certifications and bar/CA status.
Test a mock month-end close.
Review internal controls and maker-checker flows.
Clarify scope, exclusions, and assumptions.
Align pricing to outcomes, not effort.
Foundation Pack: PAN, VAT assessment, SSF registration, payroll setup, first month returns.
Monthly Tax Pack: TDS and VAT returns, reconciliations, certificates, vendor support.
Payroll Pack: Gross-to-net, payslips, SSF remittance, exits, leave tracking.
Secretarial Pack: Board meetings, resolutions, share register, annual return.
FX & FDI Pack: DoI and NRB filings, capital inflow records, repatriation support.
Audit-Ready Pack: Year-end close, schedules, confirmations, auditor liaison.
These are examples. Your final scope should mirror your model and scale.
A UK software company forms a private limited in Kathmandu. It hires five staff. It invoices global clients. It needs PAN first. VAT depends on supply nature. It opts in early for input credits. Payroll starts with contracts and SSF codes. It files TDS and VAT monthly. It sends foreign equity and files DoI/NRB forms on time. After 12 months, it completes audit and annual returns. No penalties. Clean books. Repatriation approved.
VAT is monthly work. Do not register until you can file. Build the routine first.
SSF is not optional. Add it to offer letters. Configure payroll before Day 1.
Equity and debt have different rules. Document sources. File foreign inflows correctly.
Losing invoices hurts credits. Use a DMS. Assign owners. Review monthly.
Banks and regulators ask for them. Prepare standard templates. Approve changes in time.
Not always. It depends on your supply and thresholds. Many foreign firms register early to claim input credits. Register only when you can meet monthly filing standards and maintain clean invoice trails.
Register as early as possible. Align it with your first payroll run. Include SSF clauses in contracts. Set up contribution mapping in payroll software before processing salaries to avoid back-dated issues and penalties.
File investment details with DoI and NRB within the specified windows. Keep SWIFT, board resolutions, and share allotment papers. These records allow dividend repatriation later. Missing filings can delay or block remittances and trigger additional reviews.
Yes. Many firms do this. Keep a clear RACI. HR owns data accuracy. Your tax vendor owns filings and reconciliations. Exchange checklists monthly. Approve returns before submission. Store challans and certificates in a shared folder.
You face penalties and notices. If delays continue, the entity risks strike-off. File overdue returns quickly. Restore registers and minutes. Set calendar reminders and assign a single owner for board, audit, and OCR tasks.
Monthly: TDS returns, VAT returns, SSF remittance, bank reconciliation.
Quarterly: Management accounts, tax review, vendor TDS certificates.
Semi-annual: Internal compliance audit, board review of risks.
Annual: Financial statements, statutory audit (if applicable), OCR annual return, AGM.
Signed board minutes and resolutions.
PAN, VAT, TDS, and SSF acknowledgements.
Contracts with tax and SSF clauses.
Fixed asset, leave, payroll, and vendor registers.
NRB/DoI filings and bank advices.
A unified DMS with naming rules.
This pack cuts audit time. It also speeds up repatriations and due diligence.