MOA Amendment Process in Nepal (Memorandum of Association)

When Do You Need to Amend the MOA?

A company in Nepal needs an MOA amendment when it changes its name, its objectives, its capital or its registered office. Each of these 4 triggers is an alteration of memorandum clauses fixed at incorporation.

The Office of the Company Registrar (OCR), the government office that registers companies, records each of the 4 triggers for MOA amendment in Nepal:

• Change of company name. A new name needs a special resolution and the OCR's prior approval, and the company name change process follows that approval route.
• Change of objectives. To change company objectives in Nepal, a company rewrites its objective clause, and the add / change company objective steps cover a new business line. The clause lists the business objects.
• Increase of authorized/paid-up capital. A higher authorized capital rewrites the capital clause by special resolution, while issued capital within that ceiling rises by ordinary resolution. The capital increase process adds the OCR fee on the extra authorized capital.
• Change of registered office. The MOA states the registered office address, so a new address changes that clause, by special resolution with notice to the OCR within 30 days.

Each trigger follows one statutory route: a special resolution at the general meeting, then notice to the Company Registrar.

Which Law Governs MOA Amendment in Nepal?

The Companies Act 2063 governs MOA amendment in Nepal, through section 21: the general meeting amends the MOA or AOA by special resolution. The same section sets the OCR notice limit and the extra approval for a name change.

Section 21 gives one route for MOA and AOA amendment in Nepal. The company notifies the OCR within 30 days of the amendment, and the OCR records it and informs the company within 7 days of receipt. A name change adds an application, with the prescribed fee, for the OCR's prior approval.

A public company's change of company objectives carries a shareholder safeguard under section 21. Shareholders holding at least 5% of the shares, who did not consent, petition the court within 21 days of the resolution.

A filed petition keeps the objective amendment ineffective until the court decides. The court declares the amendment valid or void, in whole or in part, or orders the company to buy the dissenting shares at a reasonable value.

A capital change follows section 56 as well, which the OCR handles as its own share capital service. Published summaries that cite section 18 or 22 point to other provisions, and section 21 holds the amendment rule itself.

What Is the MOA Amendment Process?

The MOA amendment process in Nepal runs in 5 steps, from a board resolution to the OCR record of the amended memorandum. The general meeting alone holds the power to amend memorandum of association clauses under the Companies Act 2063.

To amend the MOA in Nepal, a company completes these 5 steps in order:

1. Step 1: Pass a board resolution to propose the amendment. The board of directors approves the draft wording and calls the general meeting, the shareholders' meeting that decides it.
2. Step 2: Issue the general-meeting notice (commonly 21 days). A public company gives at least 21 days' notice before an annual general meeting and 15 days before an extraordinary general meeting. A private company follows the notice period in its articles or consensus agreement.
3. Step 3: Pass the special resolution at the general meeting. The resolution passes when shareholders holding 75% of the shares of those present vote in favour.
4. Step 4: Prepare the amended MOA and supporting documents. The majority of directors sign 2 copies of each amended clause, and the company certifies the meeting minutes.
5. Step 5: File the application with OCR (CAMIS) and obtain approval. The company notifies the OCR within 30 days of the resolution, and the OCR records the amendment within 7 days of receipt. The company files through its CAMIS login.

The OCR record closes the MOA amendment process. Nepal's Company Registrar then keeps the amended memorandum on the company file. A name change adds one step: an application, with the prescribed fee, for the OCR's prior approval.

What Documents Are Required for MOA Amendment?

The OCR asks for 5 documents for an MOA amendment, led by the application, the certified meeting minutes and 2 signed copies of the amended clause. A name change adds 2 more documents to the file.

The OCR publishes 5 documents that a company submits to file with OCR for a memorandum or articles amendment:

A name change file adds the company's original registration certificate and a consent letter from the Inland Revenue Office. Nepal Rastra Bank (NRB) issues the letter for a finance company, and the Insurance Board for an insurer. A foreign-employment company takes it from the Department of Labour and Employment Promotion.

The current MOA and AOA, the meeting notice, the board authorization and director IDs are not on the OCR's published list, so the company keeps them ready in case OCR staff ask for them. OCR staff review each document against the special resolution before the record.

How Long Does It Take and What Does It Cost?

An MOA amendment takes up to 30 days to reach the OCR after the special resolution, plus 7 days for the OCR record. Its cost depends on the change type: a name change costs 25% of the new-registration fee, up to NPR 5,000.

The statutory timeline has 3 fixed parts: the meeting notice period, the 30-day filing limit and the 7-day OCR record. The total time from board resolution to OCR record depends on OCR review and any regulator letter.

The table shows the OCR fee for 4 amendment items, in NPR, under the OCR revenue schedule.

A private company with NPR 1 crore of authorized capital pays NPR 4,000 for a name change. One with NPR 10 crore pays the NPR 5,000 cap.

The new-registration fee behind that name-change charge follows the capital bands in company registration cost and fees. Professional fees for drafting and filing are quoted per engagement after a review of the change.

Frequently Asked Questions