Adhyawadhik/ Adhyavadhik/Adhyawadik/Company Update Of a Private Limited Company in Nepal

General Information on Company Updates

What is company updating?

According to the Companies Act, 2063, companies established in Nepal or those operating branches or liaison offices in Nepal must submit various details annually to the Office of the Company Registrar. This process, which ensures the company remains operational, is called company updating.

Why is company updating necessary?

Just like any other registered institution or entity must renew its registration, companies must also confirm their continued operation by obtaining a certificate from the regulatory body. While the Companies Act does not explicitly mandate renewal, it requires companies to submit necessary details within a specified time frame. Timely submission ensures the company is updated.

What happens if a company is not updated?

Failure to update a company by not submitting the required details within the deadline results in fines. Different fines apply for different details, and the penalty amount increases with further delays.

When should a company be updated?

Companies must submit decisions and details within specified deadlines (15 days, 21 days, 35 days, three months, or within three months after the fiscal year ends). Generally, all details should be submitted by the end of Poush (mid-January) each year.

Who is responsible for company updating?

The authorized person of the company or someone authorized by them can carry out the updating process.

How to update a company?

First, the company must obtain an official username from the Office of the Company Registrar through this link: https://application.ocr.gov.np/faces/OnlineUserLogin.jsp. Then, using this username, the company must log in to the Office of the Company Registrar's electronic record system (www.ocr.gov.np) and submit the necessary details.

What documents or information are required for company updating?

1. Details as per Section 112:

   • Section 112 outlines individuals who cannot be appointed as company auditors, including company directors, salaried advisors, management team members, those with financial interests in the company, or those convicted of financial misconduct.

2. Minutes of the Annual General Meeting (AGM) (if applicable)

   • Companies required to hold AGMs must submit the minutes. Single-owner companies must submit board decisions instead.

     To make Annual General meeting minutes (Multiple shareholder Company),click :https://www.ekagajpatra.com?documentId=100

     To make Annual General meeting minutes (Single shareholder Company),click :Link:https://www.ekagajpatra.com?documentId=75

3. Minutes of the Board of Directors (if applicable)

   • Companies with a board of directors must submit board meeting decisions. Single-owner companies must submit owner decisions.

     To make Board meeting minutes (Multiple shareholder Company),click Link :https://www.ekagajpatra.com?documentId=105

     To make Board meeting minutes (Single shareholder Company),click Link:https://www.ekagajpatra.com?documentId=75

4. Notice of AGM

   • The notice published by the company secretary for the AGM.

5. Annual Report or Audit Report

   • A progress report and an audited financial statement for the fiscal year.

6. Details as per Section 51

   • Share, debenture, and bond records.

7. Director’s Register

   • Details of the company’s directors.

8. Appointment of Auditor

   • Appointment letter of the auditor for the current fiscal year.

9. Company Secretary Appointment & Certification

   • If a company secretary is appointed, their appointment letter and certification.

10. Address Information (Section 184)

    • Company’s address and any relocation approval.

11. Shareholding Details

    • Distribution and record of company shares.

12. Approval from Regulatory Bodies

    • If the company engages in regulated business activities, necessary approvals must be submitted.

13. Applications Submitted

    • Any applications filed by the company with the Office of the Company Registrar.

14. Paid-up Capital Certificate

    • Proof of capital received from shareholders.

15. Investment Source Form

    • Document verifying the legitimacy of invested funds.

16. Consensus Agreement Copy (if applicable)

    • If partners or investors have signed an agreement, a copy must be provided.

17. Public Notices (if applicable)

    • Copies of any public notices issued by the company.

18. Details as per Section 92

    • Information about conflicts of interest among directors, other directorships held, and business transactions with related entities.

19. Where to contact for company updating?

Capable companies can update their details independently, while those needing assistance can use authorized facilitators or experienced legal professionals.

What are the penalties for failing to update a company?

According to Section 81 of the Companies Act, 2063, failing to submit required details within the specified time frame results in fines imposed by the Registrar. The penalties are as follows:

1. For companies with paid-up capital up to NPR 25 lakhs:

   • Within three months: NPR 1,000

   • Additional three months: NPR 1,500

   • Additional six months: NPR 2,500

   • After the above deadlines: NPR 5,000 per year

2. For companies with paid-up capital up to NPR 1 crore:

   • Within three months: NPR 2,000

   • Additional three months: NPR 3,000

   • Additional six months: NPR 5,000

   • After the above deadlines: NPR 10,000 per year

3. For companies with paid-up capital above NPR 1 crore:

   • Within three months: NPR 5,000

   • Additional three months: NPR 7,000

   • Additional six months: NPR 10,000

   • After the above deadlines: NPR 20,000 per year

4. For non-profit companies:

   • Same penalties as companies with up to NPR 1 crore paid-up capital.

5. For other required filings:

   • A fine of NPR 200 per month after a one-month delay.

Companies must adhere to these regulations to avoid penalties and ensure compliance with the law.