What is the Articles of Association (AoA)?

Starting a company in Nepal requires a few essential legal documents and one of the most important among them is the Articles of Association (AoA), known in Nepali as नियमावली (Niyamawali).

In this article, we’ll explain what the AoA is, why it’s important, what it includes, and how it’s used when registering a company in Nepal.

What is the Articles of Association (AoA)?

The Articles of Association (AoA) is a legal document that defines the rules, regulations, and internal management structure of a company.

In simple terms, it tells how a company will operate — including the powers, duties, and responsibilities of its directors and shareholders.

In Nepali, the AoA is called नियमावली (Niyamawali), and it is submitted along with the Memorandum of Association (MoA) (प्रबन्धपत्र) to the Office of Company Registrar (OCR) during company registration.

Importance of the AoA in Company Registration

The AoA plays a crucial role in defining how your business will run. Here’s why it’s important:

1. Legal Framework: It acts as the internal law of the company.
2. Defines Management Rules: Specifies the rights and duties of directors and shareholders.
3. Avoids Conflicts: Helps prevent misunderstandings between shareholders and management.
4. Ensures Transparency: Makes company operations clear and transparent.
5. Mandatory for Registration: Without AoA, a company cannot be legally registered in Nepal.

Main Contents of the Articles of Association

The AoA typically includes the following sections:

1. Company Name and Address
2. Objectives of the Company
3. Share Capital and Shareholders’ Rights
4. Rules for Share Transfer
5. Appointment and Powers of Directors
6. Meetings and Decision-Making Procedures
7. Dividend Distribution Policies
8. Audit and Financial Management Rules
9. Company Seal and Signature Authorization
10. Winding Up / Closure Procedures

Each section ensures that your company operates smoothly and in compliance with 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 company’s 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 Format of Articles of Association (Aoa) in the Nepali Language

The Company Registrar’s office has provided sample formats of Articles of Association for various types of companies. Here they are:

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

To prepare your company’s Articles of Association, you can either:

• Draft it manually following the Company Act of Nepal, 2063, or
• Use the official AoA format provided by the Office of Company Registrar (OCR).

If you are not sure how to create or update your AoA, Company Sewa can help you.

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.