Introduction
A company’s Memorandum of Association (MOA) and Articles of Association (AOA) are its foundational documents. They define the company’s scope of operations, internal rules, powers, responsibilities, and governance structure. As businesses grow or face changing regulatory environments, it often becomes necessary to revise these documents to reflect new objectives, shareholding changes, or compliance updates. This process is known as the amendment of MOA and AOA.
Why Is It Necessary?
Amending the MOA or AOA becomes essential for several reasons:
1. Change in Business Activities
When a company wants to add, remove, or modify its objectives (main, ancillary, or other objects), modification in the MOA is required.
2. Change of Registered Office
Shifting the registered office from one city, state, or jurisdiction to another requires alteration of relevant clauses.
3. Change in Capital Structure
An increase in authorized share capital, division of shares, consolidation, subdivision, or reduction requires amendments.
4. Compliance with Updated Laws
Government authorities frequently update corporate laws. Companies must update their MOA/AOA to stay compliant.
5. Internal Governance Changes
Alterations in the rights of shareholders, voting structures, director roles, or company processes require changes to the AOA.
6. Rebranding or Change of Name
Changing the name of the company mandates an amendment in both the MOA and the AOA.
Government Fee
There is no government fee charged by the office of the Company Registrar for the amendment of MOA and AOA.
Required Documents
To amend the MOA and AOA, the following documents are generally required:
- Decision of BOD
- Decision of Special General Meeting
- Amended Section of MOA
- Amended Section of AOA
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- Application
Step-by-Step Process for Company MOA & AOA Amendment
The procedure for amending the MOA and AOA typically includes:
Step 1: Hold a Board Meeting
- Conduct a Board of Directors (BOD) meeting to amend the MOA or AOA.
- Pass a resolution recommending the amendment and call for a Special General Meeting (SGM).
Step 2: Hold an Special General Meeting (SGM)
- Conduct an SGM to approve the proposed changes in MOA or AOA.
- Pass a special resolution (approved by two-thirds of shareholders).
- Authorize one director or company secretary to handle OCR submission.
Step 3: Prepare Documents
- Minutes of Board Of Directors (BOD)
- Minutes of Special General Meeting (SGM)
- Please update the Memorandum of Association (MOA).
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- Application
Step 4: Apply Online via OCR Portal
- Log in to your OCR account (https://camis.ocr.gov.np/login).
- Go to “Post Registration Activities” → “Create New” → “Amendment in MOA/AOA.”
- Fill in the details and attach all required documents (PDF format).
- Submit the application and wait for approval.
- Once your application is approved by the OCR, you receive certified documents containing the amended clause.
Step 5: OCR Review and Approval
- The OCR verifies your documents and resolutions.
- If everything complies with the Company Act, the OCR approves the amendment.
- The company receives an approval letter or updated MOA certificate with the new objectives.
How We Help You
We assist companies in completing MOA and AOA amendments smoothly and efficiently:
Our Services Include
- Understanding Your Requirements and Advising Suitable Changes
- Drafting Updated MOA/AOA Professionally
- Preparing Board Resolutions and Required Documents
- Filing Details and Uploading Documents on the OCR Portal
- Following Up with OCR Updates
- Delivering the Certified Amended MOA or AOA Clause from the OCR
Our end-to-end support ensures a fast, error-free, and compliant amendment process.
Conclusion
Amending the MOA and AOA is a crucial step when a company undergoes structural, operational, or strategic changes. Ensuring that these documents remain up-to-date helps maintain legal compliance, improves governance, and supports seamless business growth. With professional guidance, the process becomes simpler, faster, and fully compliant with statutory requirements.
