Company Renewal in Nepal: Adhyawadhik (कम्पनी अद्यावधिक) Step by Step

छोटकरीमा: कम्पनी अद्यावधिक (कम्पनी नवीकरण) भनेको हरेक आर्थिक वर्ष सकिएको छ महिनाभित्र लेखापरीक्षण भएको वित्तीय विवरण र लेखापरीक्षकको प्रतिवेदन कम्पनी रजिष्ट्रारको कार्यालयमा CAMIS मार्फत बुझाउनु हो (कम्पनी ऐन २०६३, दफा ८०)। आर्थिक वर्ष २०८२/८३ को वार्षिक विवरण पुस मसान्त २०८३ भित्र बुझाएमा आर्थिक ऐन २०८३ को दफा ४८ अनुसार अघिल्ला वर्षका जरिवाना, शुल्क र ब्याज मिनाहा हुन्छ।

What Company Renewal (Adhyawadhik) Means

People search for this under several names, and they all mean the same thing: company renewal, company update, adhyawadhik (also written adyawadhik or adhyavadhik; अद्यावधिक, sometimes spelled अध्यावधिक), and nabikaran (नवीकरण). अद्यावधिक 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 audited financial statements and audit report to the Office of Company Registrar (OCR), the details of the AGM if one was held, and the appointment of the auditor. When the annual report is approved and paid on CAMIS, the system issues the annual-return record letter (वार्षिक विवरण अभिलेखन): the “adhyawadhik letter” a bank, a tender or a licensing office asks for.

A company that has not done these is not adhyawadhik, and the consequences are practical. 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 Section 48 Waiver: Poush End 2083

Under Section 48 of the Finance Act 2083, a company that files for FY 2082/83 and pays that year’s dues by Poush end 2083 (14 January 2027) has its previously accumulated fees, charges, interest and penalties waived, whether it keeps trading or closes. The current year’s filing and dues are payable either way. It excuses the backlog, not the year.

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. Ekantipur, Onlinekhabar and Clickmandu reported the decision on Kartik 12–13. A company that files after Poush end owes the accumulated Section 81 fines in full. See what that would be with the penalty calculator.

Deadline for Company Renewal

There are three dates in a company’s year at the OCR, and only the first is the one people mean by renewal:

Guides online disagree on this: some say three months, some “within 30 days of the AGM” as if that were the only rule. Section 80(2) is the one that applies to every company, whether or not it held an AGM. A private company often does not have to hold one at all: Section 148 lets a private company whose shareholders’ consensus agreement says so skip the AGM. Our annual compliance guide explains it.

The income tax return is a separate deadline to a separate office: the IRD, within three months of year end (Ashwin end), extendable on application. Renewing at the OCR does nothing for the IRD, or the reverse. See the company tax filing deadlines.

Documents Required for Company Renewal

For each year being filed, have these ready before you open CAMIS:

• Audited financial statements: balance sheet, profit & loss and notes, signed, with the auditor’s report carrying a UDIN. A company that did not trade needs audited nil accounts.
• The auditor’s details (COP number, name, PAN and appointment date), plus the auditor appointed for the next year.
• The AGM minute (or written resolution) adopting the accounts and appointing the next auditor. Our free AGM minute generator drafts it in Nepali.
• The shareholder list and authorised, issued and paid-up capital, exactly as the OCR holds them.
• Each director’s Section 92 disclosures: other directorships, interests in company contracts, dealings in its shares.
• The company’s PAN, and its CAMIS login.

How to Renew a Company on CAMIS

The filing runs through CAMIS at camis.ocr.gov.np, in a wizard called Annual Report (वार्षिक प्रतिवेदन). In order:

1. Get the audit done and signed. Since CAMIS Release 1.4 (Jestha 2083) the auditor’s UDIN is checked against ICAN, so there is no filing first and auditing later.
2. Log in to the company’s CAMIS account. Forgotten password: the OTP goes to the registered mobile. Company from the old system: use Migrate company data.
3. Fill the six-step Annual Report wizard: financial information from the signed accounts; Section 51 capital and shareholders; Section 92 director disclosures; auditor and secretary details with the UDIN; the document uploads; and the fine CAMIS has calculated.
4. Submit and watch the status: Submitted, Correction Requested, Rejected or Approved. A mismatch between the wizard and the uploaded statements is the commonest reason it comes back.
5. Pay from Fine & Revenue (जरिवाना र राजस्व), online or by bank voucher. If the filing qualifies for the Section 48 waiver and CAMIS is charging the full backlog, report it through OCR’s form instead of paying.
6. Download the letter: the annual-return record letter appears under Signed Documents → Annual Report.

Every screen, status and fix is in our step-by-step guide to filing the annual return on CAMIS.

Company Renewal Fees and Late Fines

Several websites publish a “company renewal fee” table by capital, and they contradict each other: one by paid-up capital in six slabs, another by authorised capital in three, another quoting a per-day fine. We have not found a fee for an on-time annual return in the Companies Act 2063, and some of those same sites say OCR charges nothing for an on-time filing. What you actually pay for an on-time renewal is the audit, and any professional help to file it. Whatever is due is shown on CAMIS at the wizard’s Fine Details step. Treat that screen, not a blog table, as the authority.

What the Act does set is the fine for filing late. Under Section 81 it escalates with delay and with paid-up capital:

Two things make this worse than it looks. The fine is imposed on the director or officer in default and paid by them personally (s.81(2) and (4)). And the last row repeats every year until you file. Work out your own figure with the OCR fine calculator.

Do you need a tax clearance certificate to renew?

Not for the annual return itself: Section 80(2) asks for the audited statements and audit report, and the CAMIS Annual Report wizard does not ask for a tax clearance. Some guides say it is mandatory; we have not seen that in the Act or on the CAMIS upload screen. You do need one to close a company through CAMIS’s discounted deregistration, and banks and tenders often ask for it alongside the adhyawadhik letter. See the tax clearance certificate guide.

Company Renewal vs Company Update

“Company update” is also used for the post-registration changes you file on CAMIS whenever something about the company changes. They are separate applications from the yearly renewal, but the renewal will not go through cleanly until they are recorded:

• Changing a director
• Transferring shares
• Increasing capital
• Changing the registered address or the company name

The Other Renewals a Company Has

OCR renewal is only one of the yearly renewals. None of these is covered by the others:

The full year is laid out month by month in our compliance calendar.

“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. A nil audit is cheaper and faster than a real one, but it is not optional. Full detail is in our guide to company audit and nil audit.

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.

Renew or Close a Dormant Company?

A great many companies were registered years ago for a plan that never happened. 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. 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 has no deadline. The payment is the lower of the accrued Section 81 fine or 0.5% of paid-up capital.
• Traded and then stopped: the company goes through voluntary liquidation, and the backlog is settled on the way.

Doing nothing is the expensive option: the fines keep accruing against the director personally, and three consecutive unfiled years disqualify you from directing any company. The guide to closing a company sets out all four routes.

Two Different Waivers: Do Not Confuse Them

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. Treat Poush end 2083 as the date.

What To Do, In Order

Frequently Asked Questions

What is company renewal (adhyawadhik) in Nepal?

Keeping the company’s OCR record up to date by filing its audited financial statements and audit report every year under Section 80(2) of the Companies Act 2063, on CAMIS. Adhyawadhik (अद्यावधिक), company update and nabikaran (नवीकरण) are all names for it. Once approved and paid, CAMIS issues the annual-return record letter.

What is the deadline for company renewal?

Within six months of the financial year end, i.e. Poush end for the Shrawan–Ashad year. For FY 2082/83 that is Poush end 2083 (14 January 2027). AGM details are due within 30 days of an AGM, and the auditor’s name within 15 days of appointment.

Has the OCR fine waiver deadline been extended?

Yes: to the end of Poush 2083 (14 January 2027). The original deadline was Ashoj end 2083 (17 October 2026); the Finance Ministry extended it 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 fines are waived, whether the company continues or deregisters.

How much does company renewal cost?

We have not found a fee for an on-time annual return in the Companies Act; the real costs are the audit and any help filing it. Filing late adds the Section 81 fine: NPR 1,000–5,000 in the first three months depending on paid-up capital, rising to NPR 5,000–20,000 for every year after the first. CAMIS shows what is due before you pay.

Can I renew my company online?

Yes. The whole renewal (the Annual Report wizard, the document upload and the payment) is done on CAMIS at camis.ocr.gov.np. What cannot be done online is the audit itself, which has to be finished and carry a UDIN before CAMIS accepts the filing.

कम्पनी अद्यावधिक कसरी गर्ने?

पहिले आर्थिक वर्षको लेखापरीक्षण गराई UDIN सहितको प्रतिवेदन लिनुहोस्। त्यसपछि CAMIS मा लगइन गरी वार्षिक प्रतिवेदन (Annual Report) फारम भर्नुहोस्, लेखापरीक्षण भएको वित्तीय विवरण र साधारण सभा वा लिखित निर्णय अपलोड गर्नुहोस्, स्वीकृत भएपछि लाग्ने रकम तिर्नुहोस् र वार्षिक विवरण अभिलेखनको पत्र डाउनलोड गर्नुहोस्।

My company never traded. Do I still renew?

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: Ashar 2082 for the discount, Poush end 2083 (extended from Ashoj end) for Section 48.