The Complete Guide to
Company Khareji in Nepal
Closing a company (Liquidation) is often harder than registering one. We simplify the complex OCR Deregistration and Tax Clearance process, helping you exit legally without the massive fines.
📉 Fine Saver Calculator (2025)
See exactly how much you save under the new Company Act Directive.
*Note: This is the government fine only. Professional fees and tax liabilities are separate.
Understanding Company Closure in Nepal
Closing a company in Nepal is legally known as “Deregistration” or “Cancellation of Registration” (कम्पनी खारेजी). According to the Companies Act 2063 (2006), a company is a separate legal entity. It does not die when you stop working; it only dies when the Office of the Company Registrar (OCR) officially strikes its name off the register.
There are generally three ways a company closes down:
Voluntary Liquidation
When the company is solvent (has money to pay debts) but shareholders want to close it. Requires appointment of a liquidator.
Insolvency (Bankruptcy)
When the company cannot pay its debts. This goes through the court and is a long, complex legal battle.
Special Deregistration (New)
For non-operating companies. It bypasses the liquidator and offers huge fine waivers. This is what we recommend for most clients.
Why Should You Close Your Dormant Company?
Many entrepreneurs leave their companies inactive without closing them. This is dangerous because:
- Accumulating Fines: Fines for non-submission of annual returns accumulate every year, eventually reaching lakhs.
- Blacklisting: Directors of companies that default on returns can be blacklisted, preventing them from registering new companies or getting bank loans.
- Legal Liability: As long as the company exists, it is a legal subject. It can be sued or taxed.
Standard Liquidation vs. 2025 Special Scheme
The government introduced the new directive to help clear the backlog of dormant companies. Here is why the new scheme is a “Golden Opportunity.”
| Feature | Special Deregistration (2025) | Standard Voluntary Liquidation |
|---|---|---|
| Ideal For | Companies with NO transactions or assets. | Companies with assets to sell or debts to pay. |
| Liquidator | ❌ Not Required (Huge Cost Saving) | ✅ Mandatory (Auditor/Lawyer required) |
| Fine Amount | Capped at 0.5% of Paid-up Capital | Full fines based on years of default. |
| Timeframe | 35 – 45 Days | 3 to 12 Months |
| Complexity | Low (Direct Application) | High (Requires multiple AGMs) |
The 4-Step Closure Roadmap
Tax Clearance (The Hardest Part)
Before you even go to the Company Registrar, you must visit the Inland Revenue Department (IRD). You need to submit audit reports for all years and pay any pending income tax. You must obtain a “Tax Clearance Certificate” (Kar Chukta) specifically stating the company is closing.
OCR Filings & Fine Payment
Once tax is cleared, we move to the OCR. We upload your financial statements to the CAMIS system. The system will auto-calculate the fine. Under the 2025 scheme, you pay the reduced fine (0.5% of capital) directly to the OCR revenue account.
Document Submission & “Sanakhat”
We submit the physical file to the OCR containing:
• The Tax Clearance Certificate
• The original Company Registration Certificate (Original is mandatory)
• Minute of the Shareholder’s meeting deciding to close
• Self-Declaration (Swaghoshana): Directors must declare there are no debts.
Note: Directors may need to visit personally for signature verification (Sanakhat).
Public Notice & Deregistration
The OCR publishes a notice in a national daily newspaper asking if anyone has objections to the company closing. If no creditor claims money within 15-30 days, the Registrar strikes the name off the record. Your company is now legally dead.
What Our Clients Say
We have helped hundreds of business owners successfully close their chapters and move forward.
“CompanyClose.com made the confusing and complex process of closing our business straightforward and manageable. Their team was professional, knowledgeable, and incredibly supportive throughout every step. They handled all the legal and financial details, allowing us to focus on our next steps.”
“I was afraid by the complexities of closing my company, but CompanyClose.com took the stress out of the situation. Their clear communication and personalized service made me feel confident. They managed everything efficiently from planning to final asset distribution.”
📋 Required Documents Checklist
Prepare these documents to ensure a smooth process.
Sample: The Self-Declaration (Swaghoshana)
This is the most critical document where you take legal responsibility.
Frequently Asked Questions
My company never did any business. Do I still need to pay tax?
Can I close a company if one shareholder is abroad?
How much does BizSewa charge for this service?
What happens if I just leave the company as it is?
Can I close a Proprietorship Firm (Private Firm) here?
Ready to Close Your Company?
Don’t let the fines accumulate. Let our experts handle the bureaucracy while you focus on your next venture.
Talk to a Legal Expert Now