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Articles of Association in Nepali (नियमावली)

Fill in the details and get a print-ready Articles of Association for a private limited company. Free, no sign-up, nothing leaves your browser.

Why you need this: The AOA (नियमावली) is the second constitutional document OCR requires, alongside the MOA. It follows the Companies Act 2063, section 20(4) format — 53 rules across six परिच्छेद covering shares, general meetings, the board, accounts and winding up. The company name, registered office, par value and subscriber table must match your MOA exactly.

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What the Articles of Association do

If the Memorandum says what the company is, the Articles of Association (नियमावली) say how it runs. The Articles are the internal rulebook, binding the company and its shareholders to each other, and they are filed with the OCR alongside the MOA when the company is incorporated under the Companies Act 2063.

They typically cover how shares are issued and transferred, how general meetings are called and what counts as a quorum, how directors are appointed, removed and what powers they hold, how the board meets and decides, and how accounts and audit are handled.

The clauses worth reading before you sign

  • Share transfer. In a private company shares are not freely transferable, and the Articles set the mechanism — usually a right of first refusal for existing shareholders. This decides how easily a co-founder can exit, or be bought out.
  • Quorum and voting. Whether one shareholder can block a decision, or two can carry it, is set here rather than by law.
  • Director appointment and removal. Who can put someone on the board, and who can take them off.

In a company with two or three shareholders these clauses are the whole of your governance, and founders who took the default text usually discover them during a disagreement. Read them while everyone still agrees.

For how the Articles fit into incorporation as a whole, see our guide to registering a Pvt. Ltd. in Nepal.

Articles of Association in Nepali: what नियमावली is, and what goes in it

The Articles of Association — नियमावली in Nepali — is the rulebook for how your company operates internally. Where the प्रबन्ध पत्र tells the outside world what the company is, the नियमावली tells the shareholders and directors how decisions get made.

Why we built this. The AOA is long — typically six परिच्छेद covering shares, meetings, directors, accounts and seal — and almost nobody drafts one from scratch. People copy a scan, miss a clause, and the Office returns it. This generator produces the full नियमावली in the Companies Act 2063 s.20(4) format, in Kalimati, ready to print and sign. Free, and nothing leaves your browser.

What a Nepali AOA covers

  • परिच्छेद १ — प्रारम्भिक: name, registered office, definitions, and the objectives by reference to the MOA.
  • परिच्छेद २ — शेयर पूँजी: par value, share issue, calls, transfer and the register.
  • परिच्छेद ३ — साधारण सभा: annual and special general meetings, notice, quorum and voting.
  • परिच्छेद ४ — सञ्चालक समिति: appointment, term, powers and board meetings.
  • परिच्छेद ५ — लेखा र लेखापरीक्षण: accounts, auditor and the financial year.
  • परिच्छेद ६ — विविध: the company seal, notices and winding up.

A private company’s share transfer rules live here

The restriction that makes a company private — shares not offered to the public, and transfers subject to the board — is written in the नियमावली, not the MOA. A Pvt. Ltd. may have up to 101 shareholders; the frequently quoted figure of 50 comes from the original Companies Act 2063 text and was raised by later amendment.

Frequently asked questions

What does AOA mean in Nepali?

AOA stands for Articles of Association, which in Nepali is नियमावली. It is the internal rulebook of a company, governing shares, general meetings, directors, accounts and the company seal. It is filed alongside the प्रबन्ध पत्र when registering a Pvt. Ltd.

Does a company in Nepal need Articles of Association?

Yes. A private limited company cannot be registered at the Office of the Company Registrar without both a प्रबन्ध पत्र and a नियमावली. They are filed together through CAMIS.

What is the purpose of the AOA?

It sets the internal constitution: how shares are issued and transferred, how general and board meetings are called and carried, how directors are appointed and how long they serve, and how accounts are kept and audited.

How many shareholders can a Pvt. Ltd. have in Nepal?

Up to 101. The Companies Act 2063 originally capped it at 50 and a later amendment raised it to 101, so older guides and copied templates still state the wrong figure.

Want us to file this for you?

An MOA that OCR rejects costs you weeks. We draft, check and file the whole set — MOA, AOA and the registration application — and handle PAN/VAT and the bank account after.

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