A Memorandum of Association (MoA) is one of the most crucial legal documents for an incorporated company. Commonly referred to as the "Constitution" or "Charter," it encompasses all the legal and foundational details of the company as officially registered with the Registrar of Companies under the Ministry of Corporate Affairs.

These details primarily include the company's name, registered office address, purpose of establishment, owners' liability, capital structure, and the name of the nominee, if applicable. The draft is typically prepared by the authorized directors on stamp paper and is subsequently signed by all shareholders. It is important to note that individuals who do not sign the MoA will not be recognized as shareholders of the company under any circumstances.

The Memorandum of Association is an important document that must be submitted to the company registrar during the company registration process.

Learn How to Register a Company in Nepal.

MoA Format:

A memorandum may assume any of the forms outlined in Tables A, B, C, D, and E of Schedule 1 under Section 4(5) of the Company Act. These tables are designed to cater to various business structures.

Table A: Applicable to a corporation with a share capital.
Table B: Applicable to a limited-by-guarantee corporation without a share capital.
Table C: Applicable to a company with a share capital protected by a guarantee.
Table D: Usable by any unrestricted corporation without a share capital.
Table E: Usable by any unrestricted company with a share capital.
The company memorandum should be typed, paginated, and organized into sections. Additionally, it can be signed by the company's subscribers.