This Q and A guide provides a comprehensive explanation of the Special Deregistration procedure introduced by the Office of Company Registrar (“OCR”) through the Directive Relating to Special Deregistration, 2025 (“Directive”), issued under Section 136(A) of the Companies Act 2063 (“Companies Act”). It covers eligibility, filing requirements, procedural steps, fines, director liability, and differences between deregistration, liquidation and insolvency.
Frequently Asked Questions (FAQ)
1. Who Qualifies for Special Deregistration Under the Directive?
| Category | Description |
|---|---|
| Non-Operating Companies | Companies that have not been operating as of the commencement of the Directive, or companies that never commenced business after registration. |
| Section 80 Defaulters | Companies that have failed to file mandatory annual financial statements, annual returns, and other statutory details required under Section 80 of the Companies Act. |
2. Can a Company Deregister Without Filing Defaulted Returns?
No. The Directive requires all companies seeking deregistration to first comply with Section 80 of the Companies Act by uploading separate annual financial statements and annual details for each fiscal year in which the company defaulted. Deregistration cannot proceed until the records are fully updated in OCR’s CAMIS system.
3. What Documents Must Be Submitted Under the Directive?
The following documents must be prepared and uploaded when applying for special deregistration under the Directive:
| Document | Mandatory Requirements |
|---|---|
| Annual Details and Financial Statements (Section 80 Compliance) | Separate documents for each defaulted fiscal year must be filed. |
| Application for Cancellation (“Khareji Ko Nivedan”) | Submitted online by an authorized director or shareholder. |
| Self-Declaration of No Liabilities | A formal declaration confirming the absence of liabilities, pending lawsuits, undisclosed assets, tax obligations, or third-party claims. |
| General Meeting Resolution | Resolution passed by shareholders approving deregistration under the Directive. |
| Non-Operating Companies | Companies that have not been operating as of the commencement of the Directive, or companies that never commenced business after registration. |
| Identity Verification (Sanakhat) | Directors must verify their identity before a Notary Public or District Administration Office (DAO) in Nepal, or before a Nepali Embassy/Consulate abroad. |
4. What Is the Step-by-Step Process for Deregistration Under the Directive?
| Step | Description and Requirements |
|---|---|
| Details Submission | Upload all defaulted annual financials and annual returns required by Section 80 of the Companies Act. |
| Cancellation Application | File the deregistration request through CAMIS. |
| Document Upload | Upload self-declaration, general meeting resolution, identity verification, and any applicable supporting documents. |
| OCR Review | Resolution passed by shareholders approving deregistration under the Directive. |
| Public Notice | OCR publishes a public notice for 30 days inviting objections or complaints. |
| Final Decision | If no valid objection is submitted within the notice period, OCR finalizes the deregistration decision through CAMIS. |
5. What Happens After Submission of the Application?
After all documents are submitted under the Directive:
- OCR publishes a 30-day public notice regarding the proposed cancellation.
- If no complaints or objections are received during this period, OCR issues the official deregistration decision.
- The deregistration notice and final confirmation are made available online through CAMIS.
6. How Are Fines and Penalties Calculated Under the Directive?
The Directive caps the fines payable by a company seeking deregistration. A company pays the lower of:
- The total outstanding fines automatically calculated by CAMIS under the Companies Act; or
- An amount equal to 0.5% of the company’s latest paid-up capital.
7. Are Shareholder and Director Responsibilities Extinguished After Deregistration?
No. Deregistration under the Directive does not absolve shareholders, directors, or officers of their liabilities. According to the Companies Act:
- Outstanding liabilities, claims, rights, and obligations survive deregistration.
- Any remaining assets or rights vest in responsible persons.
- OCR publishes the details of responsible shareholders, directors, or officials to maintain transparency and enforce legal accountability.
8. Is a Liquidator Required Under the Directive?
A liquidator is not required for companies deregistering under the Directive. The process is designed for companies with no or negligible assets and liabilities.
However, directors should consider appointing a liquidator where the company has:
- unresolved tax liabilities,
- pending or potential lawsuits,
- secured or unsecured loans,
- contingent liabilities, or
- disputed ownership of assets.
Note that appointing a liquidator transfers control over the company’s affairs.
9. How Is Special Deregistration Different From Voluntary Liquidation and Compulsory Insolvency?
| Process | Key Characteristics |
|---|---|
| Voluntary Liquidation | Initiated by shareholders under the Companies Act; requires a liquidator; suited for companies with assets or liabilities that must be settled. |
| Compulsory Insolvency | Court-driven procedure under the Insolvency Act 2063; initiated by creditors or the company; involves inquiry officers or restructuring managers. |
| Special Deregistration Under the Directive | Administrative closure for dormant or non-operating companies with minimal or no liabilities; no court involvement and no liquidator required. |
Read the Full Directive
You can access the Directive here:
https://giwmscdnone.gov.np/media/pdf_upload/bishes%20darta%20khareji_pqmcqth.pdf
Need Professional Support? Contact Niti Partners
Niti Partners provides end-to-end legal assistance for company closure, deregistration, liquidation assessment, and compliance under the Directive and the Companies Act. Our corporate lawyers can help you:
- Assess liabilities, tax exposure, and legal risks
- Prepare and draft all required documents
- Handle CAMIS filings and OCR communications
- Advise on whether liquidation is more appropriate than deregistration.
Need Expert Advice?
Contact Niti Partners and Associates for guidance on corporate matters.
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