Closing a company properly in Nepal is a formal legal process, not simply a matter of stopping operations — an improperly wound-down company can leave directors exposed to ongoing liability.
Why You Can't Just Walk Away
A registered company continues to accrue statutory obligations — audit requirements, annual filings, license renewals — even with zero activity, until it's formally dissolved through the proper process. Simply abandoning it leaves penalties accumulating against the company and potentially its directors.
The Voluntary Liquidation Process
- Board and shareholder resolution approving liquidation
- Appointment of a liquidator to settle the company's affairs
- Settling outstanding liabilities — tax, vendor payments, employee dues
- Final audit covering the liquidation period
- Application to OCR for formal dissolution and removal from the company registry
Tax Clearance Is Essential
The IRD must confirm no outstanding tax liability before OCR will finalize dissolution — this step alone often takes longer than businesses expect, particularly if historical filings weren't fully up to date.
Realistic Timeline
A clean liquidation with no outstanding disputes or tax issues can take several months; complications extend this considerably, which is part of why proactive compliance throughout a company's life matters even when closure feels distant.
Thinking about winding down a company? Company Sathi can guide you through liquidation so it's closed cleanly, without lingering liability.
