Starting a company in Nepal requires several legal documents. One of the most important is the Articles of Association (AoA), known in Nepali as नियमावली (Niyamawali).
In this guide, we’ll explain what the AoA is, why it’s important, what it includes, and how it is used when registering a company in Nepal.
What is the Articles of Association (AoA)?
The Articles of Association (AoA) is a legal document that sets the rules and internal management structure of a company.
In simple terms, it explains how the company will operate, including the powers, duties, and responsibilities of directors and shareholders.
In Nepali, the AoA is called नियमावली (Niyamawali). It is submitted along with the Memorandum of Association (MoA) – प्रबन्धपत्र to the Office of Company Registrar (OCR) during company registration.
Why is the AoA Important?
The AoA is essential because it defines how your business will run. Here’s why it matters:
- Legal Framework: Acts as the internal law of the company.
- Defines Management Rules: Specifies the rights and duties of directors and shareholders.
- Prevents Conflicts: Helps avoid misunderstandings between shareholders and management.
- Ensures Transparency: Makes company operations clear.
- Mandatory for Registration: A company cannot be legally registered in Nepal without it.
Main Contents of the AoA
The AoA usually includes the following sections:
- Company Name and Address
- Objectives of the Company
- Share Capital and Shareholders’ Rights
- Rules for Share Transfer
- Appointment and Powers of Directors
- Meetings and Decision-Making Procedures
- Dividend Distribution Policies
- Audit and Financial Management Rules
- Company Seal and Signature Authorization
- Winding Up / Closure Procedures
Each section ensures that your company operates smoothly and follows Nepali company law.
AoA vs. MoA – What’s the Difference?
| Basis | Memorandum of Association (MoA) | Articles of Association (AoA) |
|---|---|---|
| Purpose | Defines company’s overall objectives and scope | Defines internal rules and management |
| Focus | External – relationship with outsiders | Internal – relationship within the company |
| Registration | Mandatory for all companies | Mandatory for all companies |
| Example | Company goals, business nature | Director powers, meeting rules |
Sample AoA Formats in Nepali
The Office of the Company Registrar provides sample AoA formats for different types of companies:
| Articles of Association | Sample Format |
|---|---|
| AoA for Private Limited Company | Download PDF |
| AoA for Public Limited Company | Download PDF |
How to Prepare the AoA in Nepal
You can prepare your company’s AoA by either:
- Drafting it manually following the Company Act of Nepal, 2063, or
- Using the official AoA format provided by the Office of Company Registrar (OCR).
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Frequently Asked Questions (FAQs)
Is AoA mandatory for company registration in Nepal?
Yes, the AoA is a mandatory document required for registering a private, public, or non-profit company in Nepal.
Can I use a sample AoA template for my company?
Yes, but it should be customized according to your company type, structure, objectives, and specific legal needs.
Can I change the AoA after company registration?
Yes, the AoA can be amended through a special resolution passed in a general meeting and approval from the Office of the Company Registrar.
How many directors should be mentioned in the AoA?
A private company in Nepal must have at least one director, while a public company must have three or more.
Can foreign investors use an AoA in English?
Yes, foreign-invested companies often use AoA in English, but it’s best to also submit a verified Nepali version.
How long does it take to prepare an AoA?
If all details are ready, AoA preparation can take 1–2 days. Company Sewa can help you prepare and file it quickly.
Can I download AoA format online in Nepal?
Yes, sample AoA formats are available on the OCR website, but these should be tailored to your specific company needs.
Where can I get help drafting a legal AoA in Nepali?
You can contact Company Sewa. We offer expert assistance in drafting, translating, and filing AoA for all types of companies in Nepal.
