Memorandum of Association Nepal drafting is frequently questioned by entrepreneurs and legal professionals preparing for company incorporation. Are you uncertain about what clauses must be included, how to structure objectives, or what language requirements apply? Understanding Memorandum of Association Nepal requirements is essential because this document serves as the company's constitutional charter and defines its legal existence.
The Memorandum of Association Nepal (प्रबन्ध पत्र in Nepali) is the foundational document that establishes a company's relationship with the outside world. Under Chapter 3 of the Companies Act, 2063, specific mandatory clauses must be included, and any activity beyond these stated objectives is deemed ultra vires—beyond the company's legal powers. Consequently, careful drafting prevents future operational restrictions and legal complications.
Furthermore, the Office of Company Registrar (OCR) requires MOA submission in Nepali language, with precise formatting and content standards. This comprehensive tutorial is presented to clarify every aspect of Memorandum of Association Nepal drafting. Therefore, following these guidelines ensures your MOA meets all statutory requirements and supports your business objectives.
Memorandum of Association Nepal is the primary constitutional document that defines a company's identity, objectives, and scope of activities. Governed by Sections 5 through 10 of the Companies Act, 2063, the MOA serves as a public charter that binds the company, its shareholders, and external stakeholders.
Moreover, Memorandum of Association Nepal establishes the company's legal capacity. Any act performed beyond the scope defined in the MOA is considered ultra vires and void ab initio—invalid from the outset. As a result, the company cannot enforce such acts, and directors may face personal liability for unauthorized activities.
In addition, the MOA must be registered with OCR before incorporation is complete. Therefore, drafting accuracy is paramount, as amendments require complex procedures involving special resolutions and regulatory approval.
| Legislation | Relevant Sections | Key Requirements |
|---|---|---|
| Companies Act, 2063 | Sections 5-10 | Mandatory clauses, registration, amendment procedures |
| Companies Rules, 2075 | Forms and procedures | Specific formatting and submission standards |
| Electronic Transactions Act, 2063 | Digital submissions | CAMIS portal compliance |
| Patent, Design and Trademark Act, 1965 | Name protection | Trademark conflict avoidance |
The Companies Act mandates six specific clauses in every Memorandum of Association Nepal. Therefore, each clause must be carefully drafted to ensure legal validity and operational flexibility.
The company name must:
Example in Nepali:
कम्पनीको नाम: कम्पनी सेवा प्राइभेट लिमिटेड
Company Name: Company Sewa Private Limited
This clause determines the company's legal jurisdiction and official communication address. It must specify:
Example:
दर्ता कार्यालय: प्रदेश नं. ३, काठमाडौं जिल्ला, काठमाडौं महानगरपालिका–३२, नेपाल
The most critical clause defining permitted activities. It must include:
Drafting tip: Include broad, comprehensive language to allow future business expansion without amendment. However, avoid overly vague descriptions that may attract regulatory scrutiny.
Specifies shareholder liability limitations:
Standard wording:
दायित्व खण्ड: यस कम्पनीका सदस्यहरूको दायित्व उनीहरूको शेयरको अंकित मूल्यसम्म मात्र सीमित रहनेछ।
Details the company's authorized share capital:
Example:
स्वीकृत पुँजी: रु. १०,००,००० (दश लाख रुपैयाँ मात्र), १००० शेयरहरू, प्रत्येक शेयरको मूल्य रु. १०००
Declares the subscribers' intention to form the company and accept MOA terms. It includes:
Memorandum of Association Nepal must comply with specific formatting standards. Therefore, attention to these details ensures smooth OCR processing:
The drafting process is structured sequentially. Therefore, following these steps ensures compliant Memorandum of Association Nepal preparation:
Identify all current and anticipated business activities. Categorize into:
Confirm approved company name from OCR name reservation certificate. Ensure exact spelling match in Nepali script.
Determine:
Prepare each mandatory clause using precise legal Nepali terminology. Avoid ambiguous language that could restrict operations or attract misinterpretation.
Qualified legal professionals review for:
Subscribers sign in witness presence. Documents are uploaded to CAMIS portal with other incorporation documents.
Several errors frequently occur during MOA preparation. Therefore, awareness prevents costly amendments:
| Mistake | Consequence | Prevention |
|---|---|---|
| Narrow objective clause | Cannot undertake unlisted business activities | Include comprehensive ancillary objectives |
| Incorrect name spelling | Registration rejection or name mismatch | Verify against OCR approval letter |
| Vague capital description | Share issuance complications | Specify exact amounts, share numbers, and values |
| Missing witness signatures | Document invalidation | Ensure proper attestation for all subscribers |
| English-only preparation | OCR rejection | Prepare primary Nepali version with English translation if needed |
| Ultra vires activities | Legal invalidity, director liability | Ensure all proposed activities fall within stated objectives |
| Inconsistent AOA provisions | Governance conflicts | Align MOA and AOA during simultaneous drafting |
Business evolution may necessitate MOA changes. Therefore, understanding the amendment process is essential:
Understanding the relationship between Memorandum of Association Nepal and Articles of Association ensures coherent document drafting:
| Aspect | Memorandum of Association | Articles of Association |
|---|---|---|
| Primary Purpose | Defines external company relationships and objectives | Governs internal management and operations |
| Legal Scope | Establishes company powers and limitations | Regulates shareholder and director rights |
| Binding Effect | Binds company and external world | Binds company and members internally |
| Amendment Difficulty | Difficult—requires special resolution and OCR approval | Easier—special resolution typically sufficient |
| Conflict Resolution | MOA prevails in case of inconsistency | Subordinate to MOA and Companies Act |
| Public Accessibility | Public document filed with OCR | Public document but primarily internal focus |
Given the legal complexity and long-term implications, professional drafting is strongly recommended. Therefore, consider engaging:
No. Nepali language is mandatory for OCR registration. English versions may be prepared for internal reference but cannot substitute the Nepali MOA.
Such acts are ultra vires and void. The company cannot enforce contracts, and directors may face personal liability for losses incurred.
Specific enough to clearly identify business nature, but broad enough to permit related activities. Professional drafting balances precision with flexibility.
Yes, through special resolution and OCR approval. However, the process is time-consuming and may affect ongoing contracts. Therefore, initial comprehensive drafting is preferable.
Currently, physical signatures with witness attestation are required for original MOA. Scanned copies are uploaded to CAMIS, but OCR may demand physical verification.
The name clause in MOA must exactly match the OCR-approved name. Any discrepancy causes registration rejection or requires correction.
Yes, provided each MOA is customized to the specific company's objectives, capital, and structure. Template-based drafting risks inadequate customization.
MOA remains valid for the company's lifetime unless amended. It survives director changes, shareholder transfers, and capital alterations.
Subscribers (minimum one for private companies, seven for public) sign the MOA to indicate agreement to form the company and accept its terms. They become the initial shareholders.
Yes, through carefully drafted clauses. However, such restrictions must comply with the Companies Act and cannot violate mandatory shareholder protections.
Memorandum of Association Nepal drafting requires precision, legal knowledge, and strategic foresight. Therefore, treating this document as a mere formality risks future operational constraints and legal vulnerabilities.
Consequently, engagement of qualified legal professionals ensures comprehensive objective clauses, compliant formatting, and alignment with long-term business goals. The MOA serves as the company's constitutional foundation for its entire existence—accuracy at inception prevents costly amendments and restrictions.
For professional assistance with Memorandum of Association Nepal drafting, Attorney Nepal provides expert legal services. Their team of corporate law specialists ensures MOA compliance with Companies Act requirements, comprehensive objective coverage, and seamless OCR registration processing.
Contact Attorney Nepal today to draft your Memorandum of Association with precision and legal expertise.
February 15, 2026 - BY Admin