OCR Nepal
The Office of the Company Registrar (OCR) is a Nepal Government Company Registrar’s Office located in Tripureshwor Kathmandu.
Office of Company Registrar (OCR)
“Office” means the Company Registrar’s Office setup by the Government of Nepal for the administration of companies.
“Register” means the Registrar of the Office. Collectively “Office of Company Registrar” means the office set up by the Government for the administration of companies, established by companies act 2063 B.S
Power means the authority conferred to OCR by the relevant statutes in order to administer the companies. Power of OCR means those authorities exercised by the OCR during the administration of the companies.
Also Read: Company Registration Process In Nepal
Company Registrar Office in Nepal
The office of the Company Registrar is located in Tripureshowor, Kathmandu.
Powers of OCR Nepal
To administer companies’ offices OCR is authorized to exercise various kinds of power. Directive, direction, investigative and supervisory is a few examples of it. What and how these powers are exercised are listed bellows:
Directive
The duty of the Registrar is to implement the Company Act and carry out company administration.
The Registrar may frame and issue necessary directives for the implementation of this Act and the carrying out of company administration-related functions in an effective or systematic manner and it shall be the duty of each company and officer to abide by such directives.
Directives are available to be available to the general public. The registrar can also delegate his/her power to his/her subordinate. But this right of OCR cannot limit the power of other directory bodies to direct the companies.
Direction
If the office receives information through any source that any company, its director or officer, or other employee has not done any such act as required to be done pursuant to the Company Act or the memorandum of association or articles of association or the consensus agreement.
In the case of a private company, that has committed or is going to commit any act in contravention of the company act or the articles of association of the company, the Office may, by making or causing to be made an inquiry into the matter, give necessary directive to the concerned company, its director, officer or employee to do, or cause to be done, any act required to be done accordingly or to refrain from doing any prohibited act; and it shall be the duty of the concerned person to comply with such directive.
The office may give direction to call the annual general meeting of such a company.
Appointing
- At the request of the Board of Directors (BOD), OCR can appoint an auditor if the General Meeting of the Company cannot take place.
- To depute inspector
Can Sue
- OCR can sue on behalf of the company.
- To prevent Directors and officers from doing an unauthorized act.
Issue Fine
The shareholders, directors, and officers will be held liable for a fine if they do not provide the required information as per section-81.
Investigation
As per section-124 of the companies act 2063 B.S the OCR receives the report from the inspector and which can be taken as reliable evidence.
Supervisory
Receiving all information about the general meetings within the required timeframe OCR is always looking for the consistency with rule of law which helps to keep the company on track. Every key matter only after the approval of the office of the company registrar comes into effect.
OCR Guidelines for Companies
OCR Nepal Guidelines for Newly Registered Company
Major activities to be done by the company and details to be submitted within 1 year after the registration of the company.
- Information of establishment of office as per Article 184 within 3 months after the establishment of the company
- The company was established within the Fiscal Year. After the amount of the shares agreed to be taken by the shareholders has been filed, the shares should be distributed and the share information should be prepared and submitted within one month and the board of directors should be formed.
- After the formation of the steering committee, the details of section 92 (3) of the Companies Act and the operator information should be submitted within 7 days of its preparation.
- For the first time since the establishment of the company, the annual general meeting must be held within a year. After that, Fiscal Year. The annual general meeting must be held every year within six months of its completion. Thus, the details have to be submitted to the office within 30 days of the annual general meeting.
- The details of Section 51 (3) of the Companies Act 2063 should be prepared one month before the annual general meeting of each year and submitted to the office within 30 days of the annual general meeting. The public company has to submit the details as per Article 78.
- The Board of Directors will appoint an auditor for the fiscal year in which the company is established. After that, the annual general meeting will appoint an auditor for each fiscal year to determine its own remuneration and inform the office of the appointment within 15 days.
- To submit the audit report of the concerned FY submitted by the appointed auditor after the approval of the annual general meeting by mid-April.
- The annual general meeting is usually held in the last fiscal year. Approve the auditor’s report, approve the annual policy program, and appoint an auditor for the coming fiscal year.
- In case of amending any article or rule of management letter and rules, a special resolution has to be passed by the general meeting / special general meeting and submitted within 30 days.
- In the case of a single shareholder, the above provisions can be implemented only by a single decision.
Failure to prepare the above-mentioned details in time and submit them to the office within the stipulated time will result in a penalty as per Section 81 of the Act.
Registered Private Company
Companies Act 2063 in accordance with Article 81 Private Company has offices should submit details
| S.No. | Information regarding sections and act | Time Period for providing information |
| 1 | Amendment Article of Management Letter / Rules (21.2) | Within 30 days |
| 2 | Details of Share Distribution Article (31) | Within 30 days from the date of distribution of shares |
| 3 | Preparation of data on other matters including Article 51.1 of Sharedhani and Debenture (51.3). | Prepared 30 days before the annual general meeting and within 30 days of the meeting |
| 4 | Report of Public Limited Company as per Article 78 | 21 days before the annual general meeting |
| 5 | Details of Article 80 | Pvt. Ltd. within 6 months from the date of completion of FY |
| 6 | Article (92.3) | Within 7 days of loss in the company and within 7 days of receipt in the company through the company in the office |
| 7 | Details and Manipulation of Operations and Company Secretary Article 107 (2) | Within 15 days |
| 8 | Auditor Appointment and Information Section (111) | Within 15 days |
| 9 | Answer to Complaint Salary Article (120) | Within the specified time frame |
| 10 | Burial of a single shareholder 153 (2) | Within 1 month |
| 11 | Special offer to merge company Article (177) | Within 30 days |
| 12 | After Registration Office Address Details Article (184) | Within a month |
Public Company
Companies Act 2063 in accordance with Article 81 Public Company has offices should submit details
| S.No. | Information regarding sections and act | Time Period for providing information |
| 1 | Amendment Article of Management Letter / Rules (21.2) | Within 30 days |
| 2 | Details of Share Distribution Article (31) | Within 30 days from the date of distribution of shares |
| 3 | Securities Trading Agreement Article (32.2) | Within 7 days |
| 4 | Preparing data on other matters including section 51.1 of the shareholders and debentures (51.3) | Prepared 30 days before the annual general meeting and within 30 days of the meeting |
| 5 | Report of Public Limited Company as per Article 78 | 21 days before the annual general meeting |
| 6 | Details of Article 80 | The public company Within 30 days |
| 7 | Article (92.3) | Within 7 days of loss in the company and within 7 days of receipt in the company through the company in the office |
| 8 | Details and Manipulation of Operations and Company Secretary Article 107 (2) | Within 15 days |
| 9 | Auditor Appointment and Information Section (111) | Within 15 days |
| 10 | Answer to Complaint Salary Article (120) | Within the specified time frame |
| 11 | Burial of a single shareholder 153 (2) | Within 1 month |
| 12 | Special offer to merge company Article (177) | Within 30 days |
| 13 | After Registration Office Address Details Article (184) | Within a month |
Foreign Company
Details required to be submitted to the office by a foreign company as per Section 81 of the Companies Act 2063
| S.No. | Information regarding sections and act | Time Period for providing information |
| 1 | L.P. Annual Financial Statement (156.1) | Within 6 months of completion of the Fiscal Year |
| 2 | Annual financial statements are prepared in accordance with the law of your country. And Director’s Report (156.2) | Within 3 months |
| 3 | Certified statement from the LP of the liaison office (156.5) | Within 3 months of completion of the Fiscal Year |
| 4 | Notice of Amendment and Manipulation of Submitted Details (156.2) | Within 35 days |
A company going for Liquidation
Details to be submitted to the office of the company registrar by the company in the process of dismissal as per Section 81 of the Companies Act 2063
| S.No. | Information regarding sections and act | Time Period for providing information |
| 1 | Written Declaration of Debt Repayment Company (126.3) | Within 7 days |
| 2 | Appointment of Liquidator and Auditor (127.3) | Within 7 days |
| 3 | Accounts and accounts submitted by the liquidator (131.2a) | Every 6 months of appointment |
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