Foreign-company branch compliance is not the same as annual compliance for a Nepal-incorporated company. The core foreign-company duties sit in Companies Act sections 154–157: Nepal accounts, parent-company reporting, changes to registered documents and clear branch identification. Begin with the branch office registration guide if the registration record itself is incomplete.
The key OCR deadlines
| Requirement | Statutory timing | What to keep aligned |
|---|---|---|
| Nepal-transaction balance sheet and profit/loss | Audit and file with OCR within six months after the financial year ends. | Nepal assets, bank cash, borrowings/overdrafts and liabilities. |
| Parent annual statements, audit report and board report | File within three months after final preparation. | Parent and Nepal reporting dates; authentic Nepali or English translation where required. |
| Change to a submitted foreign-company document | Notify OCR within 35 days. | Authority records, Nepal details and supporting documents. |
OCR’s company-administration page repeats the foreign-company six-month annual financial-statement/audit filing. These are statutory deadlines, not an end-to-end service promise.
Nepal branch accounts and audit
Section 156 requires the foreign company to prepare a balance sheet and profit/loss account for Nepal transactions, have them audited, and file them with OCR. The Nepal accounts include assets in Nepal, cash held in Nepal banks, Nepal borrowings or overdrafts, and Nepal liabilities. Keep the ledger, bank records, contracts and supporting schedules in a form that can be reconciled to the filed statements.
This is a branch-specific filing. Do not assume the ordinary private-company annual-compliance sequence is a substitute; see company annual compliance in Nepal only for the separate incorporated-company context.
What Must a Branch Office File Annually with OCR?
- audited Nepal-transaction balance sheet and profit/loss account;
- parent-company annual financial statements;
- parent audit report;
- parent board report;
- authentic Nepali/English translation where required;
- relevant change notices when section 155 documents change.
Parent-company reporting
The branch must also file the foreign company’s annual financial statements, audit report and board report with OCR within three months after those documents are finally prepared. If the parent report is not in Nepali or English, the Act requires an authentic Nepali or English translation. Keep the parent and Nepal finance teams on one calendar so finalisation at head office does not create a missed OCR filing.
Changes, signboards and business documents
Section 155 requires a foreign company to notify OCR within 35 days when a document submitted under that section changes. This can include material company, officer, address, authority or Nepal-business record changes, depending on the document originally submitted. Review the actual registration file rather than reporting every operational adjustment as though it were a statutory OCR change.
Section 154 requires the foreign company’s name, country of establishment and Nepal registration number on its signboard and business documents. Check letterheads, invoices, contractual templates and online materials as part of the annual compliance review.
Tax, PAN/VAT and clearance records
The Income Tax Act treats a Nepal foreign permanent establishment of a non-resident as liable for income tax on its income. The precise return, payment, PAN/VAT and clearance obligations depend on the branch activity and applicable tax law. Use current IRD instructions and the branch’s tax adviser for the tax calendar; this guide does not invent one universal tax deadline. For general context, see corporate tax rates in Nepal and confirm the branch’s current treatment separately.
Keep returns, payment evidence, tax-clearance material and reconciliations with the audited branch accounts. The tax clearance certificate guide explains the document’s general role, but the current requirements for a branch’s transaction remain case-specific.
Keep records ready for later remittance or closure
Good annual compliance makes later transactions easier. NRB’s published English reference identifies audit and tax evidence as part of the branch-specific Schedule 9A foreign-exchange route, although NRB’s current fifth-amendment text is Nepali. Maintain the underlying evidence, then confirm the current schedule with the authorised bank or NRB when a remittance is planned.
The same record discipline supports a future closure. A branch cannot be cancelled from OCR’s foreign-company register until the section 158 liability process is dealt with.
Annual compliance checklist
- audit and file Nepal-transaction financial statements within six months after year end;
- diarise parent annual reports for OCR filing within three months after final preparation;
- review section 155 documents and notify OCR of relevant changes within 35 days;
- check the required name, establishment country and Nepal registration number on signboards and business documents;
- reconcile tax, PAN/VAT, payment and clearance records with audited accounts; and
- retain audit, tax, bank and authority records for any later remittance or closure.
