Company secretary & annual compliance Nepal is governed by the Companies Act 2063, the Securities Act 2063, and the Nepal Financial Reporting Standards before any company can maintain legal standing and avoid regulatory penalties. The Government of Nepal mandates strict corporate governance standards because proper compliance ensures transparency, protects shareholder interests, and maintains investor confidence in the economy. This guide has been prepared to explain every legal requirement, appointment procedure, compliance obligation, and penalty framework that companies encounter. Updated on June 11, 2026.
Company secretary & annual compliance Nepal refers to the dual framework of corporate governance under which every company registered in Nepal must appoint a qualified company secretary and fulfill annual compliance obligations including financial reporting, shareholder meetings, regulatory filings, and tax submissions. The process is administered primarily by the Office of the Company Registrar (OCR) under the Companies Act 2063, the Securities Board of Nepal (SEBON) for listed companies, and the Inland Revenue Department (IRD) for tax compliance. Additionally, the Securities Act 2063, the Auditing Standards, and the Labor Act 2074 are applied to regulate different aspects of corporate compliance. Without proper company secretary appointment and annual compliance, a company faces blacklisting, fines, director disqualification, and potential dissolution. Therefore, these obligations are not merely administrative formalities; they are the legal foundation of corporate existence.
Legal compliance is enforced because the Companies Act 2063 treats the company secretary as an officer of the company with specific statutory duties, and annual compliance as a continuous obligation of corporate citizenship. Consequently, failure to appoint a company secretary within six months of incorporation or to file annual returns results in escalating penalties. Moreover, the Securities Board of Nepal requires listed companies to maintain company secretaries with specialized qualifications to ensure market transparency and protect minority shareholders. The Supreme Court of Nepal has upheld the OCR's authority to strike off non-compliant companies from the register. For these reasons, company secretary & annual compliance Nepal is treated as a mandatory governance requirement rather than an optional corporate practice.
Multiple statutes are applied simultaneously to regulate corporate compliance in Nepal. The following table summarizes the key legislation and its relevance:
| Legislation | Relevance to Company Secretary & Annual Compliance Nepal | Key Provision |
|---|---|---|
| Companies Act 2063 (2006) | Primary corporate law | Sections 166, 169, 174: Company secretary appointment, duties, and qualifications; Sections 84-86: Annual general meetings; Sections 110-113: Audit and financial reporting |
| Securities Act 2063 (2007) | Capital market regulation | Mandates company secretary qualifications for listed companies; disclosure requirements |
| Securities Board of Nepal (SEBON) Regulations | Listed company governance | Detailed compliance requirements for public companies |
| Nepal Financial Reporting Standards (NFRS) | Accounting standards | Mandates audited financial statements in NFRS format |
| Income Tax Act 2058 (2002) | Tax compliance | Annual tax return filing; advance tax payments; TDS compliance |
| Labor Act 2074 (2017) | Employment compliance | Social Security Fund registration; labor audit; employment record maintenance |
| Value Added Tax Act 2052 (1997) | Indirect tax compliance | Monthly/bi-monthly VAT returns; tax invoice maintenance |
| Foreign Investment and Technology Transfer Act 2075 (2019) | FDI company compliance | Additional reporting for foreign-invested companies |
This legal framework is applied simultaneously, meaning companies must satisfy all applicable laws to maintain full compliance.
The Companies Act 2063 mandates company secretary appointment for specific company categories. The following table outlines the requirements:
| Company Category | Company Secretary Required? | Qualification Requirements | Appointment Timeline |
|---|---|---|---|
| Public Limited Company (listed) | Mandatory | SEBON-recognized qualification; CA/ACCA/CS; 3+ years experience | Within 6 months of incorporation |
| Public Limited Company (unlisted) | Mandatory | CA/ACCA/CS or law degree with corporate experience | Within 6 months of incorporation |
| Private Limited Company | Mandatory if paid-up capital exceeds NPR 10 million | CA/ACCA/CS or equivalent professional qualification | Within 6 months of capital threshold crossing |
| Private Limited Company (below NPR 10M) | Not mandatory but recommended | No statutory qualification required | N/A |
| Foreign-Invested Company | Mandatory | CA/ACCA/CS or equivalent; familiar with FITTA compliance | Within 6 months of incorporation |
| Banking/Financial Institutions | Mandatory | NRB-specified qualifications; additional regulatory certification | As per NRB directive |
The company secretary serves as the chief governance officer of the company. The following table summarizes the statutory duties:
| Duty Category | Specific Responsibilities | Legal Basis |
|---|---|---|
| Board Meeting Administration | Convene board meetings; prepare agendas; record minutes; maintain minute books | Companies Act 2063, Section 166 |
| Annual General Meeting (AGM) | Convene AGM within 6 months of fiscal year end; prepare notices; record proceedings; file returns | Companies Act 2063, Sections 84-86 |
| Statutory Filings | File annual returns; update shareholder registry; report changes in directors/address/capital | Companies Act 2063, Section 169 |
| Corporate Records | Maintain statutory books; register of members; register of charges; register of directors | Companies Act 2063, Section 174 |
| Compliance Oversight | Ensure compliance with Companies Act, SEBON regulations, tax laws, labor laws | General fiduciary duty |
| Shareholder Communication | Issue dividend notices; handle shareholder queries; maintain investor relations | Companies Act 2063 |
| SEBON Compliance (listed companies) | Prepare quarterly reports; disclose material information; ensure insider trading compliance | Securities Act 2063; SEBON regulations |
| Foreign Investment Compliance | Coordinate DOI/NRB reporting; maintain FITTA compliance records | FITTA 2075 |
Companies must adhere to a strict annual compliance calendar. The following table presents the key deadlines:
| Compliance Obligation | Deadline | Authority | Penalty for Non-Compliance |
|---|---|---|---|
| Annual General Meeting (AGM) | Within 6 months of fiscal year end (by Poush end) | OCR | NPR 5,000–25,000 fine |
| Annual Return Filing (Form 17) | Within 30 days of AGM | OCR | NPR 1,000–20,000 fine; blacklisting |
| Audited Financial Statements Filing | With annual return | OCR | Late filing penalties |
| Income Tax Return Filing | By Ashad end (for fiscal year ending Ashad) | IRD | 10% late fee; interest |
| Advance Tax Payments | 15th of Shrawan, Kartik, Poush, Chaitra (40%, 70%, 90%, 100%) | IRD | Penalty and interest |
| VAT Return Filing | Monthly or bi-monthly (by 25th of following month) | IRD | Late filing fee; penalty |
| TDS Deposit and Return | Monthly (by 25th of following month) | IRD | Penalty; interest |
| Social Security Fund Contribution | Monthly (by 15th of following month) | SSF | Late payment penalty |
| Labor Audit Report | Annual (by Poush end) | Department of Labour | Fine; operational restrictions |
| SEBON Quarterly Reports (listed) | Within 1 month of quarter end | SEBON | Trading restrictions; fines |
The annual compliance process follows these sequential stages:
The company closes its books for the fiscal year ending mid-July. All transactions are recorded, reconciliations completed, and preliminary financial statements prepared.
The board appoints a registered auditor within one month of incorporation or at the AGM for subsequent years. The auditor conducts the statutory audit in accordance with Nepal Auditing Standards and NFRS.
The auditor issues the audit report, and the board approves the final financial statements. Listed companies must additionally comply with SEBON disclosure requirements.
The company secretary convenes the AGM within 6 months of the fiscal year end. The AGM must:
Within 30 days of the AGM, the company secretary files Form 17 (Annual Return) with the OCR through the CAMIS portal. The return includes:
The company files its annual income tax return with the IRD, accompanied by:
Additional filings are completed based on company type:
Proper documentation ensures smooth compliance. The following table lists essential documents:
| Compliance Area | Required Documents |
|---|---|
| AGM | Notice; agenda; attendance register; proxy forms; minutes; resolutions |
| Annual Return (Form 17) | Audited financial statements; auditor's report; director's report; shareholder details; charge particulars |
| Tax Filing | Tax return form; audited financials; tax computation; TDS certificates; advance tax receipts |
| VAT | Sales/purchase registers; tax invoices; VAT return forms; payment challans |
| Labor Compliance | Employment contracts; SSF registration; monthly contribution records; labor audit report |
| SEBON (listed) | Quarterly financials; material event disclosures; insider trading compliance reports; corporate governance report |
Failure to maintain company secretary appointment and annual compliance results in severe penalties:
| Violation | Penalty | Legal Basis |
|---|---|---|
| Failure to appoint company secretary | NPR 5,000–25,000; director disqualification | Companies Act 2063, Section 166 |
| Failure to convene AGM | NPR 5,000–25,000; court-ordered meeting | Companies Act 2063, Section 84 |
| Late annual return filing | NPR 1,000–20,000; blacklisting | Companies Act 2063, Section 169 |
| False statements in returns | Criminal prosecution; imprisonment up to 3 years | Companies Act 2063 |
| Failure to maintain statutory books | NPR 5,000–25,000; director liability | Companies Act 2063, Section 174 |
| Late tax filing | 10% late fee; monthly interest | Income Tax Act 2058 |
| VAT non-compliance | Penalty up to 100% of tax; imprisonment | VAT Act 2052 |
| SSF non-compliance | Penalty; operational restrictions | SSF Act 2074 |
| SEBON non-compliance (listed) | Trading restrictions; fines; delisting | Securities Act 2063 |
Newly incorporated companies must complete initial compliance within specific timelines:
| Compliance | Deadline | Details |
|---|---|---|
| Auditor appointment | Within 1 month of incorporation | Registered auditor for first fiscal year |
| First AGM | Within 18 months of incorporation or 6 months of first year-end, whichever is earlier | Initial shareholder meeting |
| PAN registration | Within 3 months of incorporation | Mandatory for all companies |
| VAT registration | If turnover exceeds NPR 2 million | Voluntary below threshold |
| SSF registration | Upon hiring first employee | Mandatory employer registration |
| Bank account opening | Within 3 months | Corporate account using registration certificate |
Professional assistance is essential for maintaining compliance. Attorney Nepal PVT LTD provides comprehensive company secretarial and compliance services:
| Service | Description |
|---|---|
| Company secretary appointment | Qualified CA/ACCA/CS professionals for mandatory and voluntary appointments |
| AGM convening and documentation | Full AGM administration including notices, minutes, and filings |
| Annual return filing | CAMIS portal filing of Form 17 with OCR |
| Tax compliance management | Income tax, VAT, TDS filing and payment coordination |
| Audit coordination | Engagement of registered auditors; audit supervision; report finalization |
| SEBON compliance (listed companies)** | Quarterly reporting; disclosure management; corporate governance advisory |
| Labor and SSF compliance | Employment contract drafting; SSF registration; monthly contribution management |
| Foreign investment compliance | DOI/NRB reporting; FITTA compliance; repatriation documentation |
| Compliance calendar management | Automated tracking; deadline alerts; proactive compliance |
1. Is a company secretary mandatory for all companies in Nepal?
No. Company secretary is mandatory for public limited companies and private limited companies with paid-up capital exceeding NPR 10 million. Smaller private companies are not legally required but benefit from professional governance.
2. What qualifications are required for a company secretary?
For mandatory appointments, CA, ACCA, CS, or law degree with corporate experience is typically required. SEBON-listed companies require SEBON-recognized qualifications.
3. When must the first AGM be held?
Within 18 months of incorporation or within 6 months of the first financial year-end, whichever is earlier.
4. What is the deadline for filing the annual return?
Within 30 days of the AGM, typically by Magh end if the AGM is held by Poush end.
5. What happens if a company fails to file annual returns?
Penalties range from NPR 1,000 to 20,000. Persistent non-compliance leads to blacklisting and potential dissolution by OCR.
6. Are audited financial statements mandatory for all companies?
Yes. All companies must prepare and file audited financial statements annually, regardless of size or turnover.
7. What is the penalty for late income tax filing?
A late fee of 10% of tax due plus monthly interest on outstanding amounts.
8. Can a foreign national be a company secretary in Nepal?
Yes, if they hold equivalent qualifications and meet SEBON requirements for listed companies. Work visa and professional registration may be required.
9. What is CAMIS?
The Company Registration and Management Information System (CAMIS) is the OCR's online portal for company registration, annual return filing, and compliance management.
10. Where can compliance status be verified?
Through the OCR portal at https://ocr.gov.np and the IRD portal at https://ird.gov.np.
Disclaimer: The information presented in this guide is intended for general educational purposes and does not constitute legal advice. Laws and regulations in Nepal are subject to amendment, and individual circumstances may vary. Professional legal consultation is recommended before any action related to company secretary & annual compliance Nepal is commenced. Attorney Nepal PVT LTD disclaims liability for any actions taken based on this content without independent legal verification. Updated on June 11, 2026.
June 11, 2026 - BY Admin