The window, in one paragraph:
A company registered under the Companies Act 2063 that has not filed its returns can file for FY 2082/83 and pay the current year’s dues by the end of Ashoj 2083 (around mid-October 2026). Do that, and the previously accumulated fees, charges, interest and penalties are waived.
It applies whether you intend to keep trading or to close the company. Miss the date and the full accumulated amount is owed again.
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 Waives
Section 48 of the Finance Act 2083 is unusually generous, which is why it is worth acting on rather than reading about. For a qualifying company it waives:
- the accumulated filing penalties under the Companies Act;
- the additional fees and fines that attached to them;
- the outstanding interest.
What you still pay is the current year’s filing and dues — you are not being excused from this year, you are being excused from the backlog.
| Before the window | Using the window | |
|---|---|---|
| Prior years’ penalties | Payable in full | Waived |
| Interest on those | Payable | Waived |
| Additional fees & fines | Payable | Waived |
| FY 2082/83 filing & dues | Payable | Payable |
| Deadline | — | Ashoj end 2083 |
It Covers Closing the Company Too
This is the part most worth knowing, because it solves a problem thousands of Nepali companies have.
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.
The relief under Section 48 is available whether the company continues operating or proceeds to closure or deregistration. So a dormant company can be brought up to date and then closed properly within this window, rather than left as an open-ended liability attached to its shareholders and directors.
If you have a company you stopped using, this is the cheapest moment in years to deal with it — either revive it properly or close it properly. Both routes are covered. Doing nothing for one more month is the only option that gets more expensive.
“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.
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 windows under the same Finance Act — and its own deadline, which is not the same date. See our guide to company tax filing deadlines.
Start now, not in the last week. The binding constraint is not the OCR filing — it is the audit. Several years of accounts have to be prepared and signed off by an auditor before anything can be filed, and every auditor in Nepal is busy in Ashoj because the income tax deadline lands in the same month. A company with five missing years that starts in the final fortnight will probably not make it.
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 | Ashoj end 2083 | Ashar 2082 — expired |
| Status | The current window | 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 to act inside the current statutory window rather than wait for another one, and a reason to confirm the position with the OCR before relying on any concession.
Not sure how many years you are behind? Send us your company name or registration number. We will check what is outstanding at the OCR, tell you what the backlog would cost with and without the waiver, and give you a straight answer on whether it is worth reviving or closing.
Check my company’s backlog“UdhamSathi helped me build my company.” — UdhamSathi client
What To Do, In Order
This week
- Find out how many years are outstanding at the OCR.
- Decide the honest question: revive or close? Both are covered by the window.
- Engage an auditor now — this is the step that runs out of time.
Before Ashoj ends
- 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 and pay the current year’s dues.
- 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
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.
What is the deadline?
End of Ashoj 2083 (around mid-October 2026), under Section 48 of the Finance Act 2083. File FY 2082/83 and pay the current year’s dues, and the accumulated fees, interest and penalties are waived.
Does it apply if I want to close the company?
Yes — the relief covers companies that continue operating and companies that proceed to closure or deregistration. That makes it the cheapest moment in years to shut a dormant company properly.
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 this waiver safe to rely on?
It is statutory — Section 48 of the Finance Act 2083 — unlike an earlier OCR 90% discount that was suspended by a Supreme Court interim order. Different schemes. Even so, confirm with the OCR before relying on any concession.
About this guide. Written Ashwin 2, 2083 from reporting on the Finance Bill / Act 2083 by Shankar Associates (SACA), BizSewa and Nepal Laws. Section 48 is the operative provision and Ashoj end 2083 the operative date. At least one source noted that final implementation follows enactment, and concessions in this area have been litigated before — so confirm the current position with the OCR before you rely on it. 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, so the sooner we start the better.
Call: 9765057249 WhatsApp: 9700533219