Where things stand, in one paragraph:
Under Section 48 of the Finance Act 2083, a company that files for FY 2082/83 and pays that year’s dues by the end of Poush 2083 (14 January 2027) has its previously accumulated fees, charges, interest and penalties waived, whether it keeps trading or closes.
The deadline was originally Ashoj end 2083 (17 October 2026). OCR’s system stopped working in the final days and companies could not upload documents, so OCR asked, through the Industry Ministry, for more time; the Finance Ministry extended it to Poush end by a decision of Kartik 9, 2083 (26 October 2026), made public on Kartik 12. A company that files after Poush end owes the accumulated Section 81 fines in full — see what that would be with the penalty calculator.
What “Adhyawadhik” Actually Means
अध्यावधिक means brought up to date. Applied to a company, it is the state of having filed everything the Companies Act required of you, year by year: the annual return to the Office of Company Registrar, the AGM and its minutes, the audited financial statements, and the appointment of an auditor.
A company that has not done these is not adhyawadhik, and the consequences are practical rather than theoretical. You will struggle to get an OCR letter the bank asks for. You cannot cleanly change directors or transfer shares. You cannot bid for work that requires proof of good standing. And you cannot close the company without first settling everything you skipped.
The quiet arithmetic that catches people. Penalties for non-filing accrue every year, automatically, whether or not the company traded and whether or not anyone at the company was aware. A company registered in 2075 and forgotten about has been accumulating a liability for the better part of a decade. Nobody sends a reminder. The bill appears the day you need something from the OCR.
What Section 48 Waived
Section 48 of the Finance Act 2083 is unusually generous. For a company that files in time it waives:
- the accumulated filing penalties under the Companies Act;
- the additional fees and fines that attached to them;
- the outstanding interest.
The current year’s filing and dues are payable either way — it excuses the backlog, not the year.
| Filed by Poush end 2083 | Filed after Poush end | |
|---|---|---|
| Prior years’ penalties | Waived | Payable in full — by the director personally |
| Interest on those | Waived | Payable |
| Additional fees & fines | Waived | Payable |
| FY 2082/83 filing & dues | Payable | Payable |
| Deadline | Poush end 2083 (14 January 2027), extended from Ashoj end | — |
Closing a Dormant Company
A great many companies were registered years ago for a plan that never happened, never traded, and were simply abandoned. The owners assumed that doing nothing was free. It was not — the company continued to exist, and the obligations continued to accrue against it.
Section 48 covers closure as well as carrying on, and that has been its biggest use: OCR’s deputy registrar told Ratopati that 150 to 200 companies a day were being deregistered in the run-up to the Ashoj deadline. The Finance Ministry’s extension applies the same way — to a company that wants to continue or to deregister. File FY 2082/83 by Poush end and the backlog is waived either way.
After Poush end, the route depends on one fact — whether the company ever traded.
- Never traded: Section 136A deregistration is still available and has no deadline. The payment is the lower of the accrued Section 81 fine or 0.5% of paid-up capital, which for a small company is usually far less than the fines.
- Traded and then stopped: the cheap route is barred to you; the company goes through voluntary liquidation, and the backlog is settled on the way.
Doing nothing is still the expensive option. The fines keep accruing against the director personally, three consecutive unfiled years disqualify you from directing any company, and abandonment can remove limited liability. The guide to closing a company sets out all four routes and which one you are in.
“But My Company Never Traded”
It makes no difference to the filing obligation. The duty to file an annual return with the OCR and an income tax return with the IRD does not depend on whether the company earned anything.
Full detail is in our guide to company audit and nil audit, and the yearly cycle in annual compliance for a Pvt. Ltd.
A company with no transactions files what people call a nil return — and it still needs audited financial statements, showing nil activity. The audit requirement does not vanish because the numbers are zero; an auditor still has to be appointed and still has to report. A nil audit is cheaper and faster than a real one, but it is not optional.
This is the single most expensive misunderstanding in Nepali company compliance, precisely because it is silent: the owner believes there is nothing to do, and the liability grows annually in the background.
What You Have to Produce
To bring a company up to date, expect to assemble, for each outstanding year:
- Audited financial statements — balance sheet and profit & loss, signed by a registered auditor.
- Auditor’s appointment and report.
- AGM minutes adopting the accounts.
- Board minutes as required.
- The annual return itself, filed with the OCR.
- Updated details of shareholders and directors, if they changed and were never recorded.
Alongside the OCR side, the IRD side has its own returns and its own settlement window under Section 40 of the same Finance Act, which also runs to the end of Poush 2083 (14 January 2027). With the extension the two deadlines now fall on the same day, but they are still two offices and two applications: settling with the OCR does not settle the IRD, or the reverse. See our guide to company tax filing deadlines.
The audit is still the bottleneck. Several years of accounts have to be prepared and signed off before anything can be filed, and auditors are busiest in Mangsir and Poush, when every company’s FY 2082/83 OCR filing falls due (six months after year end, so Poush end 2083). The extended waiver deadline lands on the same date — so the work you do to use it is the work you have to do anyway. Do not leave it to the last week: the Ashoj deadline was lost by many companies to an OCR server that stopped accepting uploads.
Two Different Waivers — Do Not Confuse Them
There has been more than one penalty concession, and they are not the same thing:
| Finance Act 2083, s.48 | Earlier OCR 90% discount | |
|---|---|---|
| Nature | Statutory — in the Finance Act | Administrative OCR decision |
| Deadline | Poush end 2083 (14 January 2027), extended from Ashoj end | Ashar 2082 — expired |
| Status | Extended by Finance Ministry decision of Kartik 9, 2083 (26 October 2026) | Suspended by Supreme Court interim order |
The earlier 90 percent discount was challenged as unfair to companies that had already paid in full, and its implementation was halted. That history is a reason not to plan around a further extension: Section 48 has already been moved once, and nothing announced suggests it will be moved again. Treat Poush end 2083 as the date.
Not sure how many years you are behind? Work it out yourself with our late filing penalty calculator, or send us your company name or registration number. We will check what is outstanding at the OCR, tell you what the backlog costs, and give you a straight answer on whether it is worth reviving or closing.
Check my company’s backlogClients include Doconest Technology Pvt. Ltd., Tablesathi and Goma Ganesh Suppliers — more about us.
What To Do, In Order
This week
- Find out how many years are outstanding at the OCR.
- Decide the honest question: revive or close? And if close, did the company ever trade?
- Engage an auditor now — this is the step that runs out of time.
Before Poush end 2083 (14 January 2027)
- Get audited accounts for each missing year (nil accounts if dormant).
- Hold and minute the AGM; record the auditor’s appointment.
- File the annual returns on CAMIS and pay the current year’s dues — see how to file the annual return on CAMIS.
- Record any unrecorded director or shareholder changes.
After
- Diarise the OCR annual return — within six months of fiscal year end.
- Diarise the income tax return — within three months of fiscal year end.
- Keep the auditor appointed each year, trading or not.
Frequently Asked Questions
Has the OCR fine waiver deadline been extended?
Yes: the end of Poush 2083 (14 January 2027). The original deadline was Ashoj end 2083 (17 October 2026); the Finance Ministry extended it to Poush end by a decision of Kartik 9, 2083 (26 October 2026). File FY 2082/83 and pay that year’s dues by then, and the accumulated fees, interest and penalties are waived, whether the company continues or deregisters.
What is company adhyawadhik?
Bringing your company’s OCR records up to date — the annual returns, AGM minutes, audited accounts and auditor appointments you were supposed to file each year, plus the fees and penalties that accrued. A company that is not adhyawadhik cannot reliably get an OCR letter, change directors or shareholding, or close cleanly.
Can I still close a dormant company cheaply?
If it never traded, yes — Section 136A deregistration has no deadline, and the payment is the lower of the accrued Section 81 fine or 0.5% of paid-up capital. A company that traded must go through voluntary liquidation instead.
My company never traded. Do I still file and audit?
Yes. The obligation does not depend on earning anything. You file a nil return with audited nil financial statements. The audit is cheaper, not optional.
Is the Section 48 waiver the same as the OCR 90% discount?
No. Section 48 is statutory — in the Finance Act 2083 — while the earlier OCR 90% discount was an administrative decision that was suspended by a Supreme Court interim order. Different schemes, with different deadlines: Asar 2082 for the discount, Poush end 2083 (extended from Ashoj end) for Section 48.
About this guide. Written Ashwin 2, 2083 from reporting on the Finance Bill / Act 2083 by Shankar Associates (SACA), BizSewa and Nepal Laws; updated Kartik 13, 2083 for the extension, from Ratopati’s reports of 27 and 30 Ashoj 2083 on the request and Kantipur, Nepal Khabar and Bajarko Chirfar’s reports of 12–13 Kartik 2083 quoting the Finance Ministry’s notice of its Kartik 9 decision. The reports do not say whether a company that filed between Ashoj end and the decision is covered; we are checking that case by case at the OCR. The Finance Act gazette is published as an image scan, so Section 48 is taken from OCR’s own notice and that reporting. Section 136A and Section 81 are from the Companies Act 2063 as consolidated to the 2081 amendment. We verify a company’s actual outstanding position at the OCR before quoting any client.
Behind on Your Company Filings?
We handle adhyawadhik end to end — back-year accounts, audit coordination, AGM minutes, OCR filing, and closure if that is the better answer. The audit is the slow part, and FY 2082/83 is due at the OCR by Poush end.
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