Introduction
Company deregistration is the formal process of closing a company that no longer wishes to operate in Nepal. It is carried out under the Company Act, 2063, through the Office of the Company Registrar (OCR) and the Inland Revenue Department (IRD). Deregistration ensures that the company is legally dissolved and released from any future legal or tax obligations.
When You Can Deregister a Company
You can apply for company deregistration when:
- No business transactions have been made after registration.
- No post-registration activities have been completed in the OCR portal.
- The shareholders and board members have mutually agreed to close the company.
If the company has conducted any post-registration activities (such as transactions or tax filings), it must first clear all tax obligations before deregistration.
Required Documents
To apply for deregistration, the following documents are required:
- Minutes of the Board of Directors (BOD) calling for a Special General Meeting (SGM).
- Minutes of the Special General Meeting (SGM), approving the decision to deregister.
- Sanakhat (Signature Verification) is done in front of OCR staff or local-level officials.
- A tax clearance certificate is issued by the IRD.
- No transaction recommendation letter certified by a licensed auditor.
- Ray Pratikriya Letter (response letter) from IRD confirming no pending dues.
- A copy of a 35-day public notice (Hakadabi) published in a national-level newspaper.
- Copy of 1-day Final Deregistration Notice.
- Citizenship copies for shareholders and directors.
Government Fee & Tax
- The government fee for company deregistration is only Rs. 1,000.
- The date of company registration or number of years since registration does not affect the fee.
- All tax obligations must be cleared before final approval from the IRD.
Process of Deregistration
The company deregistration process in Nepal involves the following phases:
De-Registration Phase 1
- Prepare all necessary documents from 1 to 5, as mentioned above.
- Log in to OCR Portal go to Company De-registration > Normal De-registration > Cancellation Of Registration
- Please complete the necessary information, upload the required documents, and submit the application.
- Once your application for de-registration phase 1 is completed, then move forward to De-registration Phase 2.
De-Registration Phase 2
- After completing Phase 1, you will see a letter for Ray Pratikriya and follow up on it.
- Thereafter, upload the Ray Pratikriya and Tax Clearance Certificate and submit the application and wait for approval from the OCR.
De-Registration Phase 3
- After the approval of the application for phase 2, you will see again a letter for 35 days’ notice publication.
- Please follow the instructions in the letter, resubmit the application, and await approval.
De-Registration Phase 4
- After the approval of the Phase 3 application, you will see again a letter of 1-day notice publication.
- Please follow the instructions in the letter, resubmit the application, and await approval.
De-Registration Final Phase
- After completing phase 4, you will see a notification to pay the government fee.
- After paying the government fee, you will get a letter of company deregistration.
- To close and cancel the company PAN, go to the Inland Revenue Office along with the PAN Closing Form and Company Deregistration Letter.
What to Do After Deregistration
After receiving the deregistration certificate:
- Surrender the PAN Certificate to the IRD and cancel it.
- Close all company bank accounts.
- Cancel any business licenses or permits obtained under the company name.
- Keep digital and physical copies of deregistration and tax clearance records for future reference.
How We Help You
We offer complete assistance for company deregistration in Nepal, including:
- Drafting all required documents (BOD & SGM minutes and required documents)
- Coordinating with OCR and IRD officials.
- Publishing and managing newspaper notices.
- Ensuring timely approval and smooth closure of your company.
- Our experienced legal and accounting professionals make the process quick, compliant, and hassle-free.
Conclusion
Deregistering a company in Nepal is a formal process that ensures legal closure and peace of mind. By following the correct steps and submitting all required documents, you can complete the process easily.
Our team is here to guide you at every stage—from documentation to final approval—ensuring your company is deregistered efficiently and legally under the Company Act, 2063.
