Closing a foreign-company branch is not the same as liquidating a Nepal-incorporated company. The statutory spine is Companies Act section 158: cancellation from OCR’s foreign-company register after the liabilities-and-claims process is addressed. For the entry-side record, see branch office registration in Nepal.
When section 158 applies
Section 154 registers a foreign company separately and permits it to open a branch in Nepal. Section 158 is the corresponding cancellation route for that foreign company. Do not transplant a domestic-company liquidation sequence onto a branch simply because both processes end a Nepal presence.
The parent should first make the appropriate internal decision to stop the Nepal business and identify the person authorised to manage the OCR, tax, bank, employee, contract and creditor work. The authority document should match the foreign-company registration record and any power of attorney used in Nepal.
How to Close a Branch Office in Nepal
- Pass/document the parent company’s closure decision.
- Appoint/confirm the authorised Nepal representative.
- Reconcile creditors, employees, contracts, taxes, bank facilities and other liabilities.
- Prepare the section 158 application and prescribed fee.
- Submit proof of no outstanding liability.
- OCR publishes the required national-daily notices.
- Wait through the 21-day claims period.
- Settle any evidenced claims and retain proof.
- Complete tax, bank and foreign-exchange close-out in parallel.
- Obtain and retain OCR cancellation evidence.
The statutory cancellation sequence
Section 158 requires an application to OCR with the prescribed fee and proof that the foreign company has no outstanding liability to a person or body in Nepal. OCR then publishes a notice in a national daily newspaper at least twice, allowing 21 days for people to submit evidence of their claims.
If an evidenced claim is made, it must be settled before cancellation. If the assets located in Nepal are insufficient, the Act places the settlement responsibility on the foreign company from assets outside Nepal. OCR may strike the company from the foreign-company register once no claim is made in the statutory period or settlement proof is provided.
What Documents Should You Prepare?
- parent company closure decision / authority
- section 158 application
- no-outstanding-liability evidence
- creditor/claim settlement records
- final Nepal accounts
- tax and bank close-out records
- newspaper publication evidence
- OCR cancellation evidence
- FX/remittance records if funds remain
Prepare liabilities and final records before filing
The no-outstanding-liability requirement makes a pre-filing reconciliation practical, not optional. Identify open supplier and customer contracts, employee obligations, leases, tax liabilities, bank facilities, litigation or claims, and any sector-specific permissions. The Act does not publish a universal branch-closure document checklist beyond the section 158 requirements, so do not invent a fixed list of certificates or notices.
Prepare final Nepal accounts and retain the corporate decision, application, publications, claim evidence, settlements and OCR cancellation evidence. The branch’s existing filing record should already include its recurring audited financial statements; see the branch annual compliance checklist for that separate obligation.
How Long Does Branch Office Closure Take in Nepal?
- OCR’s section 158 process includes a 21-day creditor claim period after the statutory publication process.
- The total closure time can be longer because liabilities, tax, bank, employee, claim and remittance issues may need to be resolved.
Tax, bank and foreign-exchange close-out
Tax and banking work should be handled in parallel with—not after—the OCR file. Any request for tax clearance, final return, account closure or foreign-exchange remittance depends on the branch’s facts and the current IRD, bank and NRB requirements. This page does not claim that one certificate alone completes every closure step.
If funds remain to be remitted after settlement, treat that as a separate branch foreign-exchange question. Keep the audit, tax and bank trail available; NRB identifies a branch-specific Schedule 9A route, but the public English bylaw reference is not fully current. Confirm the current requirements with the authorised bank or NRB.
For the tax-clearance context, see tax clearance certificate in Nepal. It does not replace the section 158 liability proof or the authority-specific close-out requirements.
Insolvency is different
Where a foreign company becomes insolvent in its home jurisdiction, section 158 also requires prompt written notice to OCR and publication of a notice in a Nepali national daily. That is not the ordinary voluntary cancellation path. Obtain case-specific legal advice before making filings where insolvency, contested liabilities or assets outside Nepal are involved.
Closure checklist
- make and document the parent’s closure decision and Nepal authority;
- reconcile contracts, employees, creditors, taxes, bank facilities and claims;
- prepare the section 158 OCR application, fee and no-outstanding-liability evidence;
- monitor the statutory newspaper notice and 21-day claim period;
- settle evidenced claims and retain proof;
- complete tax, banking and any foreign-exchange work on the current authority requirements; and
- retain OCR cancellation and all supporting records.
