The Memorandum of Association MoA amendment process in Nepal is one of the most fundamental legal documents of any registered company in Nepal. It defines the company’s identity, scope of business, objectives, and structure. Over time, a company may need to change its name, objectives, registered address, share capital, or other details mentioned in the MoA. When such changes are required, a formal MoA amendment process in Nepal must be followed as prescribed by the Companies Act, 2063 (2006) of Nepal.
This article explains the complete MoA amendment process in Nepal, including the legal basis, required documents, steps, fees, and applicable provisions under Nepalese company law.
What is a Memorandum of Association (MoA) in Nepal?
The Memorandum of Association (MoA) is the charter document of a company registered under the Companies Act, 2063 (2006). It is submitted at the time of company registration with the Office of the Company Registrar (OCR), which operates under the Department of Commerce, Supplies, and Consumer Protection under the Government of Nepal.
The MoA typically contains the following information:
- Name of the Company
- Registered office address (Province and District)
- Objectives and business activities of the company
- Authorized share capital and share structure
- Liability of shareholders (limited or unlimited)
- Number of shares subscribed by promoters
The MoA is a public document, and any person can inspect it at the OCR. Because it forms the foundation of the company, any change to its contents requires a formal amendment procedure under Nepalese law.
What is the Legal Basis for Amending the MoA in Nepal?
The amendment of the MoA in Nepal is governed primarily by the Companies Act, 2063 (2006). The relevant provisions are:
- Section 22 of the Companies Act, 2063 — Deals with the amendment of the Memorandum of Association
- Section 68 of the Companies Act, 2063 — Addresses increase of share capital
- Section 69 — Covers reduction of share capital
- Section 12 — Governs the name reservation and name change of a company
- Company Registration Rules, 2063 — Provides procedural requirements for filing amendments
The Office of the Company Registrar (OCR) is the competent authority to process and approve any changes to the MoA in Nepal. You can visit the official OCR portal at https://ocr.gov.np for forms and online services.
Why Does a Company Need to Amend its MoA in Nepal?
Companies in Nepal amend their MoA for various legal, operational, and commercial reasons. The most common reasons include:
- Change in company name (e.g., rebranding)
- Change in registered office address (from one district to another)
- Addition or modification of business objectives
- Increase or decrease in authorized share capital
- Change in the type of shares (e.g., adding preference shares)
- Change in liability structure (limited to unlimited or vice versa)
- Change due to merger or acquisition
- Compliance with new regulatory requirements
Any of these changes requires a resolution from the General Meeting of Shareholders or the Board of Directors, depending on the nature of the amendment, followed by filing with the OCR.
What Types of MoA Amendments Are Recognized in Nepal?
Not all amendments to the MoA follow the same process. The type of amendment determines the required resolution and the filing procedure.
| Type of Amendment | Resolution Required | Authority |
|---|---|---|
| Change of Company Name | Special Resolution (General Meeting) | OCR, Nepal |
| Change of Registered Address | Board Resolution or Special Resolution | OCR, Nepal |
| Change of Business Objectives | Special Resolution (General Meeting) | OCR, Nepal |
| Increase in Authorized Capital | Special Resolution (General Meeting) | OCR, Nepal |
| Reduction of Share Capital | Special Resolution + Court Approval | District Court + OCR, Nepal |
| Change in Share Structure | Special Resolution (General Meeting) | OCR, Nepal |
| Change in Liability | Special Resolution (General Meeting) | OCR, Nepal |
A Special Resolution requires approval from at least 75% of the shareholders present and voting at the General Meeting, as per Section 67 of the Companies Act, 2063.
What is the Step-by-Step MoA Amendment Process in Nepal?
The following is the complete procedure to amend the MoA of a company registered in Nepal:
Step 1: Review the Existing MoA and Articles of Association (AoA)
Before initiating any amendment, the company must review its current MoA and Articles of Association (AoA) to understand what change is needed, whether the existing AoA permits such a change, and whether shareholder approval is required.
Step 2: Issue Notice for General Meeting or Board Meeting
- The company must issue a formal notice to all shareholders or board members at least 21 days before the General Meeting (for Special Resolutions) as per Section 77 of the Companies Act, 2063.
- The notice must clearly state the agenda including the proposed MoA amendment.
Step 3: Pass the Resolution
- Hold the General Meeting or Extraordinary General Meeting (EGM) as scheduled.
- Pass the required resolution (Special Resolution for most MoA changes).
- Document the resolution in the Minutes of the Meeting.
Step 4: Prepare Required Documents
After passing the resolution, prepare the complete set of documents for submission to the OCR.
Step 5: Submit Application to the Office of the Company Registrar (OCR)
- File the application along with all required documents at the OCR office or through the OCR Online Portal at https://ocr.gov.np.
- Pay the applicable government fee.
Step 6: OCR Review and Approval
- The OCR reviews the submitted documents.
- If the documents are complete and legally compliant, the OCR updates the company’s registration records.
- The OCR issues an updated certificate or acknowledgment of the MoA amendment.
Step 7: Update Other Regulatory Bodies (if required)
Depending on the nature of the amendment, the company may also need to notify:
- Inland Revenue Department (IRD) — for PAN/VAT updates
- Nepal Rastra Bank (NRB) — for banks and financial institutions
- Securities Board of Nepal (SEBON) — for public companies
- Department of Industry (DoI) — for licensed industries
What Documents Are Required for MoA Amendment in Nepal?
The document requirements may vary slightly depending on the type of amendment. However, the general documents required are:
- Application form (as prescribed by the OCR)
- Copy of the existing Memorandum of Association (MoA)
- Copy of the existing Articles of Association (AoA)
- Minutes of the General Meeting / Board Meeting where the resolution was passed
- Notice of the General Meeting issued to shareholders
- Attendance sheet of the General Meeting
- Special Resolution in the prescribed format
- Amended/updated MoA reflecting the proposed changes
- Company Registration Certificate (copy)
- Tax Clearance Certificate (in some cases)
- Identity documents of authorized signatories
- Board Resolution authorizing a representative to file the application
- Power of Attorney (if filed through a legal representative or lawyer)
For specific amendments like capital increase, additional documents such as a auditor’s report or bank statement may also be required.
What Are the Fees for MoA Amendment in Nepal?
The government fees for MoA amendment at the OCR depend on the type of amendment and the authorized share capital of the company.
| Type of Amendment | Approximate Government Fee (NPR) |
|---|---|
| Change of Company Name | NPR 5,000 – NPR 20,000 (varies by type) |
| Change of Registered Address | NPR 3,000 – NPR 10,000 |
| Change of Business Objectives | NPR 5,000 – NPR 15,000 |
| Increase in Authorized Capital | Based on capital slab (as per OCR fee schedule) |
| Other General Amendments | NPR 2,000 – NPR 10,000 |
Note: Fee structures are subject to revision by the Government of Nepal. Always verify the current fee schedule at the OCR official website: https://ocr.gov.np.
In addition to government fees, companies typically engage legal professionals or company secretaries whose professional fees may vary from NPR 10,000 to NPR 50,000 or more, depending on the complexity of the amendment.
How Long Does the MoA Amendment Process Take in Nepal?
The processing time at the OCR for a MoA amendment typically ranges from 7 to 21 working days, depending on the complexity of the amendment and whether all documents are submitted correctly in the first instance.
If the OCR raises any queries or objections, the company must respond with clarifications or additional documents, which can extend the timeline. Companies are advised to ensure document completeness before submission to avoid delays.
Can a Foreign-Invested Company Amend its MoA in Nepal?
Yes. Foreign-invested companies registered under the Foreign Investment and Technology Transfer Act, 2075 (2019) or under the Companies Act, 2063 can also amend their MoA. However, they may require additional approvals from:
- Department of Industry (DoI) — for amendments related to business activities or foreign investment percentage
- Nepal Rastra Bank (NRB) — if the company is in a sector regulated by NRB
- Investment Board Nepal (IBN) — for large-scale investments
The Foreign Investment and Technology Transfer Act, 2075 governs the overall framework of foreign investment in Nepal, and any MoA amendment that affects the nature of foreign investment must comply with its provisions.
What Are Common Mistakes to Avoid During MoA Amendment in Nepal?
Companies often face delays or rejections because of the following common errors:
- Failing to give proper notice of the General Meeting to all shareholders
- Not meeting the required quorum for the General Meeting
- Submitting improperly drafted resolutions
- Providing outdated or incorrect company documents
- Not updating other regulatory bodies after OCR approval
- Missing required signatures from authorized directors or shareholders
- Failing to submit amended MoA in the prescribed format
Engaging a qualified company lawyer or chartered accountant in Nepal can help avoid these issues.
FAQs
1. What is the Memorandum of Association (MoA) in Nepal?
The MoA is the founding document of a company registered under the Companies Act, 2063 in Nepal. It contains the company’s name, address, objectives, share capital, and shareholder liability, and is filed with the Office of the Company Registrar (OCR).
2. Is a Special Resolution always required for MoA amendment in Nepal?
Most MoA amendments require a Special Resolution passed by at least 75% of shareholders present and voting. Some minor amendments (like registered address within the same district) may require only a Board Resolution under the AoA.
3. How long does it take to amend the MoA in Nepal?
The OCR generally processes MoA amendments within 7 to 21 working days from the date of submission of complete documents. Incomplete submissions or queries from OCR can extend this timeline further.
4. Can a company change its business objectives through MoA amendment in Nepal?
Yes. A company can add, remove, or modify its business objectives through a formal MoA amendment process. This requires a Special Resolution at the General Meeting and filing the amended MoA with the OCR.
5. What is the role of the Office of the Company Registrar (OCR) in MoA amendment?
The OCR is the sole authority under the Government of Nepal that processes, reviews, and approves all MoA amendments. It maintains the official registry of companies and updates records upon successful completion of the amendment process.
6. Does increasing authorized share capital require MoA amendment in Nepal?
Yes. Increasing a company’s authorized share capital requires an amendment to the MoA. A Special Resolution must be passed at the General Meeting, and the amended MoA along with the required documents must be filed with the OCR under Section 68 of the Companies Act, 2063.