What is a Memorandum of Association (MoA)

When registering a company in Nepal, one of the most important legal documents you need is the Memorandum of Association (MoA). It defines your company’s purpose, structure, and scope of activities. In Nepali, it is known as प्रबन्धपत्र (Prabandhapatra).

This document is mandatory under the Companies Act, 2063 (2006) and must be submitted to the Office of the Company Registrar (OCR) during the company registration process.

Meaning of Memorandum of Association (MoA)

The Memorandum of Association is a legal document that outlines the fundamental details of your company. It defines what your company is, what it does, and what powers it has.

In simple terms, the MoA sets the foundation of your company’s identity.

Key Contents of a Memorandum of Association in Nepal

According to the Companies Act of Nepal, an MoA includes the following main details:

1. Name of the Company – The official name of your business.
2. Registered Office Address – The location of your company’s main office.
3. Objectives of the Company – The business activities your company will conduct.
4. Liability of Shareholders – The extent to which shareholders are responsible for company debts.
5. Authorized Capital – The total amount of capital your company can raise by issuing shares.
6. Number and Type of Shares – The structure of ownership within the company.
7. Details of Promoters (Founders) – Names, addresses, and signatures of all founders.

Importance of MoA in Company Registration

The MoA acts as the foundation document of your company. It helps the government and other stakeholders understand your company’s purpose and powers.

Here’s why it’s important:

• It defines your company’s legal boundaries.
• It establishes trust and transparency.
• It helps in company registration and compliance.
• It serves as a reference for investors and partners.

Example: Why MoA Matters

For example, if your company’s MoA states that it deals with “IT services,” you cannot engage in unrelated businesses like trading or manufacturing without first amending your MoA. This ensures your company stays within its legal framework.

Difference Between MoA and AoA

Basis	Memorandum of Association (MoA)	Articles of Association (AoA)
Purpose	Defines the objectives and scope of the company	Defines the internal rules and management
Content	Contains company goals, capital, and liability	Contains regulations, rights, and duties of directors/shareholders
Filing	Must be submitted during company registration	Filed along with the MoA
Amendment	Difficult to change	Easier to change

Sample Format of MoA in the Nepali language

The Company Registrar’s office has given sample format of MoA for private and public companies.

Memorandum of Association	Sample Templates
MoA for Private Company	Download PDF
MoA for Public Company	Download PDF

If you’re unsure how to prepare it, Company Sewa can help you draft and register your MoA and AoA professionally.

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.