OCR Annual Compliance Filing Checklist for Nepal Companies

Published August 17, 2026.

Most founders learn about the Office of the Company Registrar's filing requirements the way you'd expect — once, briefly, during incorporation — and then never think about OCR again until a fine notice or a stalled tender application forces the issue. That's a mistake with a real cost attached, because the Companies Act 2063 doesn't treat OCR filing as a one-time event tied to your registration date. It's a recurring, annual obligation that continues for as long as your company exists, and it runs on a schedule that's easy to lose track of once you're focused on actually running the business.

This guide covers one thing in depth: exactly what OCR requires every company to file each year, and exactly how to submit it through the ocr.gov.np portal. We've covered the broader first-90-days compliance picture in our post-registration compliance guide, and the full fiscal-year view across tax and OCR deadlines together in our compliance calendar for Nepali businesses — both are worth reading for the wider context. This post stays narrow on purpose: what OCR specifically wants every year, why, and the exact mechanics of getting it submitted correctly the first time.

What's in this guide

• Why OCR filing isn't optional
• The two-tier filing checklist
• Within 3 months of incorporation
• Every year after that
• What Sections 92, 51, and 78 actually mean
• How to file online at ocr.gov.np
• Penalties and how OCR enforces them
• Why founders let this slip
• Frequently asked questions
• Bottom line

Why OCR filing isn't optional

Every company registered under the Companies Act 2063 is a legal creation of that Act, and the Act's ongoing filing requirements are the price of the liability protection and separate legal identity that come with the structure. Once you're incorporated, you're not just bound by the Companies Act itself — you're operating inside a wider framework that includes the Company Directive 2072, the Electronic Filing Directive 2069 (which is specifically what governs how and where these filings happen, since OCR moved its filing process online), the Insolvency Act 2063 and Insolvency Rules 2064, the Investor Protection Fund Management and Operation Procedure 2073, and, if your company has any foreign investment involved, the Foreign Investment and Technology Transfer Act 2049. Every promoter and director is legally obligated to stay current with whichever of these apply to their company, including whatever changes come through each year's government budget and policy announcements.

That's a lot to track for a founder who is, realistically, spending most of their attention on customers, cash flow, and operations rather than statutory filings. The practical answer isn't to memorize the entire legal framework — it's to understand what OCR specifically asks for, on what schedule, and to treat that as a standing item on your annual calendar rather than something you rediscover under pressure. That's what the rest of this guide walks through.

The two-tier filing checklist

OCR's requirements under the Companies Act 2063 split cleanly into two tiers: a one-time set of filings due within three months of incorporation, and a recurring set due every year for as long as the company exists. Founders generally handle the first tier reasonably well, since it's fresh in mind right after registration and often bundled into the incorporation process itself. It's the second tier — the annual one — that tends to get missed, because there's no single trigger event reminding you it's due. Here's both, laid out as an actual checklist.

Within 3 months of incorporation

• Registered office address. Formal confirmation of where the company is legally based, filed with OCR.
• Formation of the Board of Directors, including the director particulars required under Section 92 — who's on the board and their consent to act in that role.
• Appointment of an auditor for the current fiscal year.
• A decision on immediate share allotment equal to the company's paid-up capital.

If your company is still inside this three-month window, or you're not certain all four of these were filed at the time, that's worth confirming now rather than assuming incorporation automatically covered it — in most cases these are separate filings from the certificate of incorporation itself.

Every year after that

• The previous fiscal year's audit report, together with the appointment of an auditor for the current fiscal year. These two go together — you're closing out last year's audit and confirming who's handling this year's at the same time.
• The company's annual report, prepared by the Board of Directors.
• The Board's decision regarding calling the Annual General Meeting — the formal record that the board resolved to hold the AGM.
• The decision or outcome of the AGM itself, once it has actually taken place.
• Details required under Section 51 — share allotment and capital structure information.
• An updated list of directors, reflecting any changes to the board over the past year.
• Details required under Section 78, which applies specifically to companies that don't publicly distribute profit or offer shares to the public — in other words, most private limited companies.

Seven items, every single year, for as long as the company is active. None of them are optional based on company size, and dormant or low-activity companies are not exempt — a company that did little or no business during the year still needs to file its audit report, annual report, director list, and the rest, reflecting that year's actual position.

What Sections 92, 51, and 78 actually mean

Section numbers on their own don't tell you much if you're not a lawyer, so it's worth translating them into what they actually cover in practice. Treat the descriptions below as a practical guide to what these filings are about, not a substitute for reading the Companies Act itself or getting professional advice on your specific company's situation.

Section 92 — director particulars and consent. This is the information OCR needs on record about who is actually serving on your board: their identity details and their formal consent to act as a director of the company. It's filed when the board is first formed within the three-month window, and it's effectively what your annual "updated list of directors" filing is keeping current from year to year as directors join or leave.

Section 51 — share allotment and capital structure. This covers how the company's shares have been allotted and what the current capital structure looks like. It's filed once at incorporation alongside the initial share allotment decision, and then again annually to keep OCR's record of your capital structure accurate as it evolves — new share issues, ownership changes, or capital increases all feed into this.

Section 78 — disclosures for companies not offering shares publicly. This applies to companies that aren't publicly distributing profit or offering shares to the public — which describes the large majority of private limited companies in Nepal. It covers the specific restrictions and disclosure obligations that come with that status, distinguishing these companies from public companies that do offer shares broadly and carry a different, generally heavier, set of obligations as a result.

If you're unsure which of these currently apply to your company, or what specifically needs to go into each one for your situation, that's a reasonable thing to get professional help with rather than guess at — filing incomplete or incorrect details can be as much of a problem as not filing at all.

How to file online at ocr.gov.np

OCR's filing process runs entirely online, under the framework set out in the Electronic Filing Directive 2069. The mechanics are straightforward once you know the sequence, but they trip up first-time filers regularly, mostly around document formatting and the final confirmation step. Here's the process exactly as OCR describes it.

1. Prepare your documents. Scan everything you're submitting at 150 DPI and save it in PDF format, attached to a formal application. Scanning at a lower resolution or submitting in a different file format is one of the more common reasons a filing gets held up.
2. Go to www.ocr.gov.np. This is the only official portal for OCR filings.
3. Click "Check Document." This is the entry point into the filing system.
4. Log in with your company's Username and Password. Once you're logged in, your company's file opens, showing its current record with OCR.
5. Use "Document Submit" to upload your documents. This is where the actual filing happens — attaching your prepared PDFs against the relevant filing category in your company's file.
6. If the submission wasn't fully completed in one session, go to "Lodgement" and click "Confirm." This step matters more than it might seem. An interrupted or unfinished upload can sit in an unconfirmed state — going back to Lodgement and confirming is what actually completes the transmission of your details to OCR. Don't assume a filing went through just because you uploaded files; if you didn't see it through to a completed Lodgement confirmation, it may not have registered as submitted.

If you're filing for the first time, or it's been a while since your last login, it's worth building in extra time in case you need to recover portal credentials or resolve an access issue before your actual deadline — these things rarely resolve as quickly as you'd hope under time pressure.

Penalties and how OCR enforces them

The Companies Act 2063 sets out a defined fine for companies that don't submit required OCR details within the specified timeframe — both the three-month post-incorporation filings and each year's recurring filings carry this exposure. Filing within the deadline attracts no fine at all; the cost only arises from lateness, which makes this one of the more genuinely avoidable compliance costs a company can incur. If you're unsure of the current fine amount applicable to your specific filing and how late it is, that's worth confirming directly with OCR or with a compliance professional rather than assuming — fine calculations under the Act are tied to specific provisions and circumstances that are worth getting an accurate read on rather than guessing.

OCR's own framing of this, in plain terms, is straightforward: paying a fine for late filing isn't a mark of professional competence — it's an avoidable cost that a basic level of organization prevents entirely. That's a fair way to think about it. The filings themselves aren't complicated once you know what's required and when; the failure mode is almost always about tracking and follow-through, not about the substance of what's being asked for.

Why founders let this slip

It's rarely a case of a founder deciding OCR filings don't matter. It's much more often a founder who filed everything correctly at incorporation, moved on to actually building the business, and simply had no system in place to flag when the next annual filing window opened. Compliance deadlines that recur once a year, tied to a fiscal year rather than a calendar date you'd naturally remember, are exactly the kind of thing that falls through the cracks when there's no one specifically responsible for tracking them.

This is compounded by the fact that OCR filing sits somewhat apart from the tax obligations founders tend to think about more instinctively — VAT returns, TDS, and income tax filings all come with their own reminders through the tax system and are covered in detail in our compliance calendar guide. OCR filings don't have the same built-in prompts, which is exactly why they're worth putting on a calendar deliberately rather than trusting you'll remember when the AGM season rolls around.

If this is a recurring pain point — or if you'd rather have someone else own the tracking and submission entirely — get in touch with CompanySathi. Ongoing compliance support, including OCR annual filings, is a standard part of what we handle for clients so the responsibility isn't sitting entirely on a founder who's also running the business day to day. Our services page has the full picture of what that support covers.

Frequently asked questions

What happens if I miss the 3-month post-incorporation filing deadline with OCR?

The Companies Act 2063 treats the 3-month window for registered office details, board formation, auditor appointment, and the share allotment decision as a firm deadline, not a soft target. Missing it exposes the company to a fine under the Act, and it also means your company file at OCR sits incomplete, which can complicate later filings, bank dealings, or tender applications that ask for a clean compliance record. If you've missed it, the priority is filing the outstanding details as soon as possible rather than waiting for a more convenient time, since the fine calculation is generally tied to how late the filing is.

Do very small or dormant companies still need to appoint an auditor and submit an audit report?

Yes. The requirement to appoint an auditor for the current fiscal year and submit the previous year's audit report applies to companies registered under the Companies Act 2063 generally, not only to large or actively trading ones. A company that had little or no activity during the year still needs an appointed auditor and a report reflecting that year's position submitted to OCR on schedule.

What is the difference between "Document Submit" and "Lodgement" on the OCR portal?

"Document Submit" is where you actually upload your scanned filing documents against your company's file after logging in at www.ocr.gov.np. "Lodgement" is a separate step for confirming a submission that wasn't fully completed in one sitting — if your upload session was interrupted or didn't finish, you return to Lodgement and click Confirm to complete sending the details through. Treat an unconfirmed Lodgement as an incomplete filing until you've confirmed it.

What format do OCR filing documents need to be in?

Documents should be scanned at 150 DPI and submitted in PDF format, attached to an application, through the ocr.gov.np portal. Scanning below that resolution or submitting in an unsupported file format is a common, avoidable reason a filing gets rejected or delayed.

Does the AGM decision itself need to be filed with OCR separately from the Board's decision to call it?

Yes, they are two distinct filings. The Board's decision regarding calling the Annual General Meeting is one item on the annual checklist, and the decision or outcome of the AGM itself, once it has actually taken place, is a separate item. Both need to reach OCR as part of the annual submission, not just one or the other.

What are the Section 92, Section 51, and Section 78 details OCR asks for every year?

In practical terms, Section 92 details relate to the particulars and consent of directors serving on the board. Section 51 details relate to share allotment and the company's capital structure. Section 78 details apply specifically to companies that are not publicly distributing profit or offering shares to the public, covering the disclosures and restrictions that come with that status. Your annual filing should include whichever of these currently apply to your company's structure.

Who at OCR can I contact if I'm unsure whether a filing was received correctly?

The Office of the Company Registrar can be reached at 01-4255948 or info@ocr.gov.np, and the portal itself is at www.ocr.gov.np. For anything time-sensitive, it's worth confirming receipt through the portal's own status rather than assuming an upload went through, particularly if the Lodgement step wasn't explicitly confirmed.

Is this annual OCR checklist the same as my company's full compliance calendar?

No. This checklist covers only what the Companies Act 2063 specifically requires you to file with OCR. Your business likely also has separate recurring obligations to the Inland Revenue Department for VAT, TDS, and income tax that run on their own schedules. Our compliance calendar guide lays out those obligations across the full fiscal year in one place.

Can an accounting firm or compliance service handle the OCR annual filing on our behalf?

Yes, this is a routine part of ongoing compliance support. A professional team can track your company's specific filing dates, prepare the required documents in the correct format, and manage the ocr.gov.np submission so the responsibility isn't sitting entirely on a founder who is also trying to run the business day to day.

Bottom line

The OCR annual checklist isn't complicated once it's written down: last year's audit report and this year's auditor appointment, the annual report, the board's AGM decision and the AGM outcome, updated Section 51 and Section 78 details, and an updated director list — filed as scanned PDFs through ocr.gov.np, confirmed all the way through Lodgement. The failure mode isn't the paperwork itself, it's not having a system that flags when the window opens each year. If you'd rather hand that tracking to someone else, our services cover ongoing OCR and compliance support, and our post-registration compliance guide and compliance calendar are worth bookmarking alongside this one for the fuller picture. When you're ready, contact CompanySathi and we'll take the annual filing off your plate.