When registering a company, one of the most important documents you need is the Memorandum of Association (MoA). In Nepali, it is called प्रबन्धपत्र (Prabandhapatra).
The MoA is a legal document that defines your company’s purpose, structure, and activities. According to the Companies Act, 2063 (2006), it must be submitted to the Office of the Company Registrar (OCR) during the company registration process in Nepal.
At Company Sewa, we help businesses prepare and submit their MoA and AoA efficiently, ensuring smooth company registration in Nepal.
Meaning of Memorandum of Association (MoA)
The Memorandum of Association (MoA) is the foundation of your company. It outlines what your company does, its objectives, and the powers it has. Simply put, it defines your company’s identity and legal boundaries.
For any entrepreneur or business owner in Nepal, understanding the MoA is crucial for company registration, compliance, and future growth.
Key Information Included in an MoA in Nepal
According to the Companies Act, every MoA must contain the following details:
- Company Name – The official registered name of your business.
- Registered Office Address – The location of the main office in Nepal.
- Company Objectives – The business activities your company will conduct.
- Liability of Shareholders – The extent to which shareholders are responsible for company debts.
- Authorized Capital – The total capital your company can raise by issuing shares.
- Number and Type of Shares – Defines the ownership structure of the company.
- Details of Promoters (Founders) – Names, addresses, and signatures of all founders.
Why the MoA is Important for Company Registration
The MoA is a mandatory document for registering a company in Nepal. It is important because:
- It defines the legal boundaries of your company.
- It builds trust and transparency with investors and partners.
- It is required for company registration and ongoing compliance.
- It serves as a reference for future business decisions and investor relations.
Example:
If your company’s MoA states that it provides “IT services,” you cannot start unrelated businesses like trading or manufacturing without first updating the MoA. This ensures your company operates legally.
Difference Between MoA and AoA
| Basis | Memorandum of Association (MoA) | Articles of Association (AoA) |
|---|---|---|
| Purpose | Defines objectives and scope of the company | Sets internal rules and management |
| Content | Contains company goals, capital, and liability | Rights and duties of directors/shareholders |
| Filing | Submitted during company registration | Filed along with MoA |
| Amendment | Difficult to change | Easier to change |
Sample MoA Format in Nepali Language
The Office of the Company Registrar provides sample MoA formats for both private and public companies:
| Memorandum of Association | Sample Templates |
|---|---|
| MoA for Private Company | Download PDF |
| MoA for Public Company | Download PDF |
If you are unsure how to draft your MoA or AoA, Company Sewa offers professional assistance to help you prepare and register your company documents correctly.
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Frequently Asked Questions (FAQs)
Is the MoA mandatory for company registration in Nepal?
Yes, it is legally required. Without a properly drafted MoA, your company registration application will be rejected by the Office of the Company Registrar (OCR).
Who prepares the MoA in Nepal?
Usually, company promoters or legal professionals draft the MoA. You can also get it prepared by service providers like Company Sewa.
In which language should the MoA be written?
The MoA must be written in Nepali language for submission to OCR. A translated version in English can be kept for reference.
Can I use an English version of MoA for registration?
No. The final submitted version must be in official Nepali as per the OCR requirement.
Can I change the MoA later?
Yes, but changes to MoA (such as objectives or share capital) require formal approval from the OCR through a company update process.
What are “primary” and “ancillary” objectives in MoA?
Primary objective: Main business activity
Ancillary objectives: Supporting activities that help fulfill the main objective
Do I need a lawyer to draft the MoA?
It’s not mandatory, but highly recommended to consult legal experts or use a trusted service like Company Sewa to ensure compliance.
How many shareholders’ details must be included in the MoA?
At least one for a private company and seven for a public company. All shareholders’ information must be clearly mentioned.
Can I download a template of the MoA in Nepali?
Yes, standard templates are available on the OCR website. But using templates without customization can lead to errors—Company Sewa offers tailored MoA drafting in Nepali.
How much time does it take to prepare and submit the MoA?
With the help of experts like Company Sewa, the MoA can be prepared within 1–2 working days, and submission can be done immediately.
Can Company Sewa help me draft and translate the MoA in Nepali?
Absolutely! Company Sewa provides complete MoA & AoA drafting services, including legal translation, formatting, and OCR-compliant documentation.
