Company De-Registration in Nepal
Company de-registration is the formal, legal process of closing and dissolving a company in Nepal. It requires the approval of all shareholders, a tax clearance from IRD, and final approval from the OCR. Once deregistered, the company no longer exists as a legal entity.
What Is Company De-Registration?
Company de-registration (also called company dissolution) is the official process of permanently closing a company. Once completed, the company is removed from the OCR register and ceases to exist as a legal entity. The company can no longer conduct any business, sign contracts, own property, or incur liabilities.
De-registration is different from simply stopping operations. A company that stops doing business but remains registered is still legally required to file annual returns, pay minimum taxes, and comply with all Company Act requirements. The only way to be fully free of these obligations is to complete the formal de-registration process.
Two Types of Deregistration
Simple Deregistration
For companies that never conducted any business.
- → No business transactions were made
- → No post-registration activities completed
- → No tax filings were made (no taxable income)
- → Simpler and faster process
- → Still requires IRD clearance and SGM resolution
Deregistration After Operations
For companies that conducted business activities.
- → Business was conducted with financial records
- → All pending taxes must be paid first
- → Tax clearance from IRD is mandatory
- → All debts and obligations must be cleared
- → More complex — typically requires a liquidator
Step-by-Step Process
- 1
Hold a Board of Directors Meeting
Convene a board meeting to formally decide to close the company and resolve to call a Special General Meeting (SGM) where shareholders will vote on the dissolution.
- 2
Hold a Special General Meeting (SGM)
Call an SGM and pass a special resolution to deregister the company. All shareholders must agree — unanimously is strongly preferred. Record proper SGM minutes with all shareholders' signatures on the resolution.
- 3
Clear All Taxes and Obtain IRD Tax Clearance
Visit the Inland Revenue Department (IRD) or apply online at ird.gov.np. File all outstanding tax returns, pay any pending taxes, penalties, or fines. Once all dues are cleared, apply for a Tax Clearance Certificate. The IRD will issue this certificate confirming no outstanding tax obligations.
- 4
Close the Corporate Bank Account
Close the company's corporate bank account or bring the balance to zero. Distribute any remaining funds to shareholders as per their shareholding proportions. Keep proper records of all fund distributions.
- 5
Submit Deregistration Application to OCR
Log in to the OCR CAMIS portal and submit the deregistration application. Upload all required documents: SGM minutes with the special resolution, Board meeting minutes, IRD Tax Clearance Certificate, and original company documents. Pay any applicable OCR processing fee.
- 6
OCR Review and Final Deregistration
The OCR will review all submitted documents. If everything is in order and all legal requirements are met, the OCR will formally deregister the company and remove it from the company register. You will receive a final deregistration certificate confirming the company's closure.
Required Documents
- Board of Directors Meeting Minutes resolving to close the company
- Special General Meeting (SGM) Minutes with unanimous special resolution
- Special Resolution signed by all shareholders
- Tax Clearance Certificate from the Inland Revenue Department (IRD)
- Company Registration Certificate (original)
- Citizenship documents of all directors and shareholders
- Proof of bank account closure or zero balance
- Audited financial statements (if the company conducted business)
What Happens After Deregistration?
Once the OCR formally deregisters your company, the following consequences apply immediately:
- →The company no longer legally exists — it cannot conduct any transactions.
- →The company name is released and may be available for registration by another entity.
- →Directors and shareholders are no longer personally connected to the company entity.
- →Any pending legal matters involving the company become complicated — consult a lawyer before deregistering if there are ongoing legal issues.
- →Cancel any PAN and VAT registration at the IRD that was in the company's name.
Need help with this process? Chartered Corporate Business Consulting handles it all for you — from start to finish.