Company Formation Documents in Nepal: The MoA and AoA Checklist

The memorandum and articles of association are the two documents that define a Nepali company. They are filed at incorporation, they govern the company thereafter, and they are the first thing a bank, regulator or counterparty asks for. This guide sets out what each document contains, what the Office of the Company Registrar expects to see, and the practical points that cause filings to be returned.

What the memorandum does

The memorandum of association is the company's charter. It defines the company externally: what it is called, what it intends to do, how much capital it has, and what the liability of its members is. The key contents are:

• The company name, as reserved with the Registrar.
• The registered office address in Nepal.
• The objects clause, describing the company's intended business activities.
• The authorised capital and the division into shares.
• The liability clause, stating that members' liability is limited to unpaid amounts on shares.
• The subscriber details, being the initial shareholders and their shareholdings.

The objects clause deserves particular attention. It defines what the company may lawfully do, and activities outside it create complications. For a foreign-invested company, the objects should be drafted with the FDI approval in mind, so that the approved activity and the charter activity align.

What the articles do

The articles of association govern the company internally. They set out how the company is run: the rights and duties of shareholders and directors, meeting procedures, quorum requirements, voting rights, transfer restrictions, and dividend policy.

The Registrar reviews the articles against the statutory defaults. Where a company adopts the model articles without amendment, the review is straightforward. Where bespoke provisions are included, they need to be consistent with the Companies Act. Provisions that purport to override mandatory requirements of the Act will be flagged.

Documents required alongside the MoA and AoA

The memorandum and articles do not stand alone. The incorporation filing typically includes:

• The reserved company name confirmation.
• The memorandum of association, signed by the subscribers.
• The articles of association, signed by the subscribers.
• Identification documents for each subscriber and director: citizenship for Nepali nationals, passport for foreign nationals.
• Where a subscriber is a corporate entity, the certificate of incorporation, memorandum and articles of association of that entity, notarised and, where required, legalised.
• Board resolution or equivalent authorisation where the subscriber is a company investing in Nepal.
• Proof of the registered office address.
• The FDI approval letter, where the company is foreign-invested.

For foreign documents, notarisation in the country of origin is required, and for countries outside the Hague Apostille Convention, legalisation through the Nepal Embassy. Documents in a language other than Nepali or English need certified translation.

A worked example of a complete filing

A foreign company incorporates a Nepali subsidiary. The parent company provides its certificate of incorporation, memorandum and articles of association, board resolution authorising the investment, and shareholder register, all notarised and legalised. Two directors are appointed, one Nepali and one foreign, and their identification documents are included.

The Nepali company's memorandum sets out objects consistent with the FDI approval, authorised capital matching the approved investment, and the two subscribers with their shareholdings. The articles adopt the model provisions with minimal amendment.

The package is filed through CAMIS. Because the documents are complete and internally consistent, the Registrar approves and issues the certificate of incorporation. The whole sequence, from complete filing to certificate, typically takes a matter of days.

Why filings get returned

The most common reason is inconsistency. The authorised capital in the memorandum does not match the FDI approval. The objects clause describes activity that the approval does not cover. A director named in the articles does not match the identification documents supplied. Each of these generates a query and a delay.

The second common reason is incomplete legalisation of foreign documents. A notarised document that has not been legalised where legalisation is required will not be accepted. This is worth confirming before the package is assembled rather than discovering at the point of filing.

The third is a name that has not been properly reserved. Name reservation precedes incorporation and should be completed before the documents are finalised, because the reserved name is what appears throughout the memorandum and articles.

What this means when you are preparing to file

The documents that move cleanly through the Registrar are the ones where the memorandum, the FDI approval and the identification documents tell the same story. Inconsistency between them is where time is lost, and it is almost always avoidable by preparing the package as a single coherent set rather than assembling pieces from different sources at different times.

If you are preparing an incorporation and want the document pack checked before filing, our team prepares and reviews memoranda and articles, coordinates the notarisation and legalisation of foreign documents, and files through CAMIS as a single engagement. Talk to us on WhatsApp at +977 9802356987, call +977 9802356987, or send a note through our contact page and we will come back to you within one working day.

Frequently asked questions

What is the difference between the memorandum and the articles?

The memorandum is the charter, defining the company externally: name, objects, capital and liability. The articles govern the company internally: governance, meetings, transfers and dividends.

Do the objects clause and the FDI approval need to match?

Yes. Activities described in the memorandum should be consistent with what the FDI approval covers. Inconsistency generates queries and delays.

Do foreign documents need to be legalised?

Documents executed outside Nepal generally need notarisation in the country of origin. For countries outside the Hague Apostille Convention, legalisation through the Nepal Embassy is also required.

How long does incorporation take once documents are complete?

A complete and consistent filing is typically processed by the Registrar within a few working days.

Can the model articles be adopted without amendment?

Yes. Adopting the model articles simplifies the review. Bespoke provisions are possible but must be consistent with the Companies Act.

Is the FDI approval letter part of the incorporation filing?

Yes, for a foreign-invested company. The approval letter is submitted alongside the memorandum, articles and identification documents.

Do documents need to be in Nepali or English?

Yes. Documents in another language need certified translation into Nepali or English before filing.

Can the registered office address be a residential property?

The registered office must be a physical address in Nepal where official correspondence can be served. Whether a specific address is acceptable depends on local requirements.