Every registered business in Nepal is required to renew annually under the Company Act, 2063. The official name for this process is “Company Adhyawadhi.” It makes sure that your business stays legally active, compliant, and recognized by the Office of the Company Registrar (OCR).
What Is Company Renewal (Adhyawadhi)?
Company Renewal, which is also called Annual Report Submission, is a mandatory procedure in which every company submits its yearly records (like audit reports, AGM minutes, and so on) to the OCR.
It confirms that:
- The company is still operating legally.
- The company has completed its audit for the fiscal year.
- The company has conducted its Annual General Meeting (AGM).
- The company’s records of shareholders, directors, and office address are updated.
Why Should You Renew Your Company?
Renewing your company is essential to:
- Maintain legal status: A non-renewed company may be considered inactive or non-compliant.
- Avoid fines and penalties: The longer you delay, the higher your fines.
- Ensure smooth operations: Banks, investors, and government agencies often require proof of renewal.
- Stay transparent and credible: Renewal reflects good governance and accountability.
If you do not renew (Adhyawadhi) your company, you will be fined according to the Company Act, 2063, Section 81(2).
Legal Provision—Section 81(2) of the Company Act, 2063
According to Section 81(2):
“If a company fails to submit its required details, reports, or information (such as Dafa 51, 78, 80, 120, 131, or 156) within the prescribed time, the Office of Company Registrar may impose a fine depending on the company’s paid-up capital and the length of the delay.”
Fine for Not Renewing a Company
Fines are calculated based on the paid-up capital and how long the company delays submission.
| Delay Period | For Paid-up Capital up to Rs. 25 Lakhs | For Paid-up Capital up to Rs. 1 Crore | For Paid-up Capital above Rs. 1 Crore |
|---|---|---|---|
| Up to 3 months | Rs. 1,000 | Rs. 2,000 | Rs. 5,000 |
| After 3 to 6 months | Rs. 1,500 | Rs. 3,000 | Rs. 7,000 |
| After 6 to 12 months | Rs. 2,500 | Rs. 5,000 | Rs. 10,000 |
| After 12 months (each additional year) | Rs. 5,000 per year | Rs. 10,000 per year | Rs. 20,000 per year |
The fine increases every fiscal year until the company is updated (renewed).
Example Calculation
Let’s say:
- The current fiscal year is 2082/83.
- Your company, ABC Pvt. Ltd., has not submitted annual reports since 2078/79.
You now owe renewal for four fiscal years:
- 2078/79 ✅ Fine applicable
- 2079/80 ✅ Fine applicable
- 2080/81 ✅ Fine applicable
- 2081/82 ❌ No fine (submission period still open until Poush 2082.)
Your total fine is the sum of all fines for a period of three years, which is determined by your paid-up capital.
Required Documents for Company Renewal
The documents differ slightly for Private, Public, and Non-Profit Companies.
| Company Type | Required Documents |
|---|---|
| A. Private Limited Company Single Shareholder Company |
|
| A. Private Limited Company Multiple Shareholders |
|
| B. Public Limited Company |
The BOD meeting must be conducted before the AGM to approve the audit report and schedule the AGM date. |
| C. Non-Profit Company (Profit Not Distributing) |
Must confirm that no profit has been distributed and submit details of annual social activities. |
Step-by-Step Process for Company Renewal
You can renew your company completely online through the Office of Company Registrar (OCR) Portal.
Step-By-Step Process
- Log in to your company account at https://camis.ocr.gov.np.
- Go to the “Annual Report” section.
- Click “Add New” and fill in all fiscal year details.
- Upload all required documents (in PDF format).
- Review and Submit the application.
- Wait for approval and download your company Adhyawadhi Certificate from your OCR dashboard.
Timeline for Submission
| Company Type | Submission Deadline |
|---|---|
| New Company | Within 1 year from registration date |
| Existing Company | Within 6 months after fiscal year end (Mid-January each year approximately) |
How We Help You
We provide a fast, reliable, and paperless Company Adhyawadhi service for your convenience.
- 1 Hour Completion: We renew your company within 1 hour.
- Paperless Process: No physical documents needed.
- Expert Support: We prepare and upload all documents.
- Guaranteed Certificate: Receive your Adhyawadhi letter from OCR.
Just provide your OCR Username and Password, and we handle the rest!
Conclusion
Company Adhyawadhi (Renewal) is not optional—it’s a legal requirement for all registered companies in Nepal: Private, Public, or Non-Profit.
By completing your renewal:
- You keep your company legally active.
- You avoid fines and legal issues.
- You maintain your credibility and compliance.
Please contact us today to expedite and professionally complete your renewal and receive your Company Adhyawadhi Certificate within an hour!
