The Nepali Company Compliance Calendar: Filings You Cannot Miss

Most compliance defaults at Nepali private companies are not the result of a filing being genuinely missed. They happen because two obligations that are supposed to run in sequence — audit, then AGM, then annual return — get treated as three unrelated tasks that different people own, and nobody notices the sequence has broken until the Office of Company Registrar (OCR) sends a notice.

Prepared by Nishant Marasini and team · Position stated as at 22 September 2026

Nepal's fiscal year runs from Shrawan 1 to Ashadh end (mid-July to mid-July). Nearly every recurring obligation a private limited company carries is anchored either to that fiscal year-end or to the calendar month, which means a compliance calendar has to be read on two different clocks at once. Below is how the obligations actually stack up, category by category, in the order a business owner needs to think about them.

Statutory audit — the obligation everything else waits on

Every company registered under the Companies Act, regardless of size, must have its financial statements for the fiscal year audited by a licensed chartered accountant before those statements go anywhere near a shareholder meeting or a regulatory filing. There is no small-company exemption from audit itself in Nepal, though the depth of testing and the applicable reporting standard vary with company size. The audit has to be substantially complete before the AGM, because the AGM's core business is to approve the audited financial statements — an AGM held on unaudited or provisional numbers is not doing what the Companies Act requires it to do, and the annual return that follows depends on the same audited figures. Companies that start the audit process only after the AGM has already been scheduled are working backwards, and it is the single most common reason AGMs get pushed past their deadline.

Annual General Meeting — timing is not discretionary

A private company must hold its AGM within six months of the end of the fiscal year — meaning by mid-Poush (roughly late December) for a company on the standard Shrawan-to-Ashadh year. The AGM approves the audited financial statements, appoints or reappoints the auditor for the following year, and deals with any dividend declaration or other business requiring shareholder approval. First AGMs after incorporation follow a separate timeline tied to the company's registration date rather than a fiscal year-end, which is a detail newly incorporated companies frequently get wrong by defaulting to the standard six-month rule instead of checking their own incorporation certificate. Minutes of the AGM, properly signed, become the supporting document for the annual return that follows — so a company that holds the meeting but is careless about minuting it correctly ends up unable to file cleanly even though the meeting itself happened on time.

Annual return to the Office of Company Registrar

Following the AGM, the company must file its annual return with the OCR — audited financial statements, the AGM minutes, and the prescribed return form, confirming the company's current directors, shareholding, and registered office. This filing is due within a set window after the AGM, and the OCR levies a graduated late fee for each month of delay, which compounds the longer a company waits, and a pattern of late filing is one of the factors that draws a company into closer regulatory scrutiny at renewal time. Because the return depends on the AGM having actually taken place and been properly minuted, any delay upstream in the audit or the AGM cascades directly into an annual return that is also late, which is why these three steps have to be planned as a single sequence rather than three separate deadlines on three separate calendars.

Income tax return — a separate deadline from the AGM cycle

The income tax return for a fiscal year is due to the Inland Revenue Department by the end of Ashwin — three months after fiscal year-end — under the Income Tax Act, independent of whether the AGM has yet been held. A company can and often does apply for an extension, which IRD grants for a further three months on request, pushing the effective deadline to end-Poush, but the extension is not automatic and has to be formally sought before the original deadline lapses, not after. This deadline runs on its own clock regardless of the AGM date, which is a point of confusion for businesses that assume the tax return can wait for shareholder approval of the accounts — it cannot, and the return is generally filed on the basis of the finalised (even if not yet formally AGM-approved) financial statements.

VAT — the only genuinely monthly obligation

VAT-registered businesses file a return and deposit the tax due by the 25th of the following month, every month, without exception for company size. This is the one obligation on this calendar that does not follow the fiscal year rhythm at all — it is a flat, recurring monthly cycle, and it is also the filing most likely to be missed simply through volume: twelve filings a year rather than one, each with its own late fee and interest exposure if missed. Businesses that also fall under presumptive or turnover-based tax regimes instead of standard VAT registration follow a different, simpler filing rhythm, so the first step for any business is confirming which regime it is actually registered under rather than assuming standard monthly VAT applies.

Tax Deducted at Source — deposit and certificates, not just deduction

A company that deducts TDS on rent, professional fees, contractor payments, salaries, or interest has two separate obligations, not one. The deducted amount must be deposited with IRD within twenty-five days of the end of the month in which the deduction was made — this is where cash-flow pressure most often causes a business to deduct correctly on paper but deposit late in practice. Separately, the company must issue TDS certificates to the deductee, which the deductee then needs to claim credit against their own tax liability; a business that deposits on time but is slow to issue certificates creates a real problem for its vendors and employees, and it is a compliance failure even though no tax itself is outstanding. Both halves of this obligation need to be tracked, because deposit compliance and certificate compliance are checked separately and neither substitutes for the other.

Sector-specific licenses — the obligation businesses forget because it is not annual

Beyond the company-law and tax calendar, many businesses hold a license or registration tied to their specific industry — an industry registration certificate from the Department of Industry, a tourism or trekking license, a food or pharmaceutical operating license, or a sector regulator's permit — each carrying its own renewal cycle, which is frequently not annual and therefore not on the same mental calendar as the AGM or tax deadlines. These renewals tend to get missed precisely because they come around every two or three years rather than every year, and whoever handled the renewal last time may no longer be with the company when it comes due again. Building sector-specific renewal dates into the same compliance calendar as the annual obligations, rather than tracking them separately or by memory, is what actually prevents the lapse.

Reading the calendar as a sequence, not a list

The obligations that cause the most damage are not the standalone monthly ones like VAT, which are routine enough that most businesses have a process for them. It is the chain — audit completed, AGM held within six months of fiscal year-end, annual return filed off the back of that AGM — where a delay at the first link quietly becomes a breach at the third, weeks or months after the point where it could still have been fixed cheaply. A business that fixes its calendar to treat audit completion as the trigger date for everything downstream, rather than treating each filing as an independent deadline, is the one that stops finding out about a problem from an OCR notice.