Compliance Checklist as per the Company Act Nepal

The Company Act Nepal is the backbone of corporate compliance in Nepal.
For foreign companies, it defines how you incorporate, operate, report, and exit.
Non-compliance can result in fines, operational restrictions, or cancellation of registration.

This guide is a practical compliance checklist.
It is written for founders, CFOs, legal teams, and foreign investors entering Nepal.
You will find legal obligations, timelines, penalties, and best-practice insights.

Whether you are setting up a subsidiary, joint venture, or scaling operations, this article helps you stay compliant from day one.

What Is the Company Act Nepal? (Quick Context)

The Company Act Nepal (Companies Act, 2006, with amendments) regulates:

• Company incorporation

• Corporate governance

• Director and shareholder duties

• Statutory filings

• Financial reporting

• Compliance enforcement

All companies registered in Nepal must follow it.
Foreign-owned companies are not exempt.

Who Must Comply With the Company Act Nepal

Foreign entities fall under the Act if they:

• Incorporate a Private Limited Company in Nepal

• Register a Public Company

• Hold shares through Foreign Direct Investment (FDI)

• Operate a branch office registered with OCR

Liaison offices are regulated differently.
However, most operational businesses fall squarely under the Act.

Compliance Checklist Under the Company Act Nepal

Below is a stage-wise compliance checklist used by advisors and regulators.

1. Incorporation Compliance Requirements

Mandatory at Registration Stage

Every company must submit and maintain:

1. Memorandum of Association (MOA)

2. Articles of Association (AOA)

3. Shareholder details

4. Director appointments

5. Registered office address

Foreign companies must also provide:

• Parent company registration certificate

• Board resolution approving Nepal investment

• Power of attorney to local representative

Key risk:
Incorrect object clauses in MOA restrict future business activities.

2. Capital Structure and Shareholding Compliance

Capital Rules Under the Company Act Nepal

• Authorized capital must be declared upfront

• Issued and paid-up capital must match filings

• Share allotments must be reported

Foreign investors must ensure alignment with:

• FDI approval letters

• Sectoral investment caps

• Shareholding ratios

Common mistake:
Changing shareholding without OCR filing.

3. Director and Governance Compliance

Director-Level Obligations

Under the Company Act Nepal:

• Minimum one director for private companies

• Directors owe fiduciary duties to the company

• Director details must be updated with OCR

Directors must ensure:

• Statutory filings are timely

• Financial statements are accurate

• Compliance risks are addressed

Failure may trigger personal liability.

4. Registered Office and Statutory Records

Records You Must Maintain

Every company must maintain:

• Share register

• Director register

• Minutes of meetings

• Statutory books

These must be available at the registered office.
OCR inspections can occur without prior notice.

5. Annual Compliance Under the Company Act Nepal

This is where most foreign companies fail.

Mandatory Annual Filings

You must file annually:

• Annual return

• Audited financial statements

• Shareholding confirmation

Deadlines are fixed.
Late filings attract penalties.

Annual Compliance Timeline at a Glance

Insight:
OCR cross-checks filings with tax and NRB data.

6. Meeting and Resolution Compliance

Meetings Required by Law

Private companies must:

• Hold Annual General Meeting (AGM)

• Record board decisions

• Approve accounts formally

Minutes must be:

• Properly drafted

• Signed

• Archived

Informal decisions do not hold legal value.

7. Financial Reporting and Audit Compliance

Audit Obligations

All companies must:

• Maintain proper books of accounts

• Appoint a registered auditor

• Complete annual audits

Accounts must reflect:

• True and fair view

• Nepal Financial Reporting Standards

• Consistency with tax filings

False reporting can lead to criminal liability.

8. Penalties Under the Company Act Nepal

What Happens If You Do Not Comply

Penalties include:

• Monetary fines

• Daily late fees

• OCR warnings

• Registration suspension

• Company strike-off

Directors may also face personal consequences.

9. Compliance Differences: Local vs Foreign-Owned Companies

Foreign companies face higher scrutiny.
Proactive compliance is essential.

10. Practical Compliance Best Practices

What Successful Foreign Companies Do Differently

• Maintain a compliance calendar

• Appoint local compliance officers

• Conduct quarterly internal reviews

• Align OCR, tax, and FDI filings

• Seek professional oversight

Compliance is not paperwork.
It is a risk-management function.

Company Act Nepal Compliance Checklist (Summary)

Core Checklist

• ✔ MOA and AOA compliant and updated

• ✔ Shareholding properly filed

• ✔ Directors legally appointed

• ✔ Registered office active

• ✔ Statutory records maintained

• ✔ Annual returns filed

• ✔ Audits completed

• ✔ AGM conducted

Missing even one item creates exposure.

Why Foreign Companies Struggle With the Company Act Nepal

Common reasons include:

• Misunderstanding local timelines

• Assuming home-country rules apply

• Ignoring OCR notices

• Fragmented legal and accounting support

The Act is strict but predictable.
Compliance issues are preventable.

How Professional Support Reduces Compliance Risk

Expert advisors help you:

• Interpret the Company Act Nepal correctly

• Maintain real-time compliance

• Liaise with OCR and regulators

• Avoid penalties and reputational risk

This is critical during scaling or restructuring.

Conclusion: Staying Compliant Under the Company Act Nepal

The Company Act Nepal is not optional.
For foreign companies, it defines your legal existence.

A structured compliance approach protects:

• Your investment

• Your directors

• Your ability to operate and scale

Treat compliance as a strategic priority, not a formality.

Call to Action

If you are a foreign company planning to incorporate, invest, or scale in Nepal, expert guidance matters.

👉 Book a compliance consultation to review your Company Act Nepal obligations and avoid costly mistakes.

Frequently Asked Questions (People Also Ask)

1. Is the Company Act Nepal applicable to foreign companies?

Yes. Any company registered in Nepal, including foreign-owned subsidiaries and branches, must comply fully with the Company Act Nepal.

2. What is the annual compliance requirement under the Company Act Nepal?

Companies must file annual returns, audited financial statements, and AGM records with the Office of the Company Registrar within prescribed deadlines.

3. What penalties apply for non-compliance?

Penalties include monetary fines, late fees, regulatory notices, and possible strike-off. Directors may also face liability.

4. Do foreign directors have responsibilities under the Act?

Yes. Directors, including foreign nationals, owe fiduciary duties and can be held accountable for compliance failures.

5. Can a company be closed for non-compliance?

Yes. Persistent non-compliance can lead to suspension or cancellation of company registration by OCR.