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Let’s understand MOA and AOA of a company (प्रबन्धपत्र र नियमावली)

Table of Contents

Memorandum of Association (MOA) (Nepali: प्रबन्धपत्र)

In the world of business and commerce, a Memorandum of Association (MOA) holds a pivotal position as a legal document that encompasses a company’s constitution, objectives, powers, and scope of operations. This document is also referred to as “प्रबन्धपत्र” in Nepali and is an essential requirement for company registration. The MOA contains crucial information such as the company’s name, registered address, goals, powers, and operational scope.

To draft a Memorandum of Association (MOA) in Nepal, there are a few essential steps that one must follow. Firstly, the name of the company should be clearly stated at the top of the document. Secondly, the registered office address of the company must be mentioned in the MOA. The MOA should also clearly outline the main objectives of the company, such as manufacturing, trading, or providing services. The nature of the business the company will undertake should also be described in detail.

The MOA should define the liability of the company’s members, whether it is limited or unlimited. The share capital and the number of shares issued by the company should be stated in the MOA. The Association Clause should state that the subscribers to the memorandum wish to form a company and agree to become members of the company and abide by the provisions of the MOA. The Subscription Clause should state the names, addresses, and occupations of the subscribers to the memorandum. It should also state the number of shares subscribed by each subscriber.

MOA should be signed by at least one witnesses who should attest to the signatures of the subscribers. The MOA should be dated and signed at the place where it is executed.

In short, a Memorandum of Association (MOA) is an essential legal document that lays down the foundation of a company’s structure and operations. It serves as a guide for the company’s operations and is an integral part of company registration.

Articles of Association (AOA) (Nepali: नियमावली)

The Articles of Association (AoA) are a legal document that defines the internal rules and regulations of a company. It outlines the rights, duties, and responsibilities of the shareholders, directors, and officers, and sets out how the company will operate. In Nepal, it is known as “नियमावली”. The Articles of Association is a crucial document that is required for company registration and must comply with the laws and regulations of Nepal.

To write the Articles of Association for company registration in Nepal, you need to follow a specific format and include certain key information. Here are the steps to follow:

  • Name and registered office: Start by clearly stating the name of the company and its registered office address.
  • Objectives: Next, describe the objectives of the company, i.e., the purpose for which it was formed. This could include the products or services the company will provide, the markets it will target, or any other relevant information.
  • Share capital: Specify the amount of share capital that the company will have and how it will be divided into shares. You should also indicate the classes of shares that the company will issue, such as ordinary shares or preference shares.
  • Shareholders: Describe the rights and obligations of the shareholders, including how they will participate in the management of the company and how they will receive dividends.
  • Directors: Outline the appointment and powers of the directors, including their duties and responsibilities. This should also include the process for appointing and removing directors.
  • Meetings: Detail the procedures for holding general meetings of the shareholders, including how notice of meetings will be given, the quorum required, and the rules for voting.
  • Accounts and auditing: Describe the accounting procedures that the company will follow, including the preparation of annual accounts and how these will be audited.
  • Miscellaneous provisions: Include any other provisions that are relevant to the running of the company, such as the process for amending the Articles of Association or the procedures for winding up the company.

In short, the Articles of Association is an important document that outlines the internal operations of a company. It must be written according to a specific format and include essential information.

Why should you consult with a good professional when drafting MOA and AOA for a company?

Consulting with a good professional when drafting the Memorandum of Association (MOA) and Articles of Association (AOA) for a company is essential for several reasons.

Firstly, a good professional such as a lawyer or a chartered accountant has the expertise and knowledge to understand the legal requirements and regulations for the MOA and AOA. This ensures that the documents are drafted in compliance with the laws and regulations of the jurisdiction in which the company is registered.

Secondly, a good professional can help ensure that the MOA and AOA are comprehensive and cover all necessary clauses and provisions. This helps to avoid any potential legal disputes or issues that may arise in the future.

Thirdly, a good professional can provide valuable advice and guidance on the various options and choices available when drafting the MOA and AOA. This can help the company make informed decisions on matters such as shareholding structure, board composition, and other key aspects that can impact the company’s operations and governance.

So, consulting with a good professional when drafting the MOA and AOA for a company can help ensure that the documents are legally sound, comprehensive, and tailored to the specific needs and requirements of the company.

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