Company Formation Documents in Nepal 2026 — MoA AoA Checklist

The Office of Company Registrar (OCR) assesses company formation documents in Nepal under the Companies Act 2063 and Company Registration Rules 2064. The required pack depends on company type, shareholders and sector; no fixed processing timeline is established here. See our business law practice in Nepal for related corporate work.

Key Takeaways

Company registration documents in Nepal begin with the application, constitutional documents and identity records. The OCR uses CAMIS for document submission, but extra papers can apply to corporate shareholders, foreign investors, non-profit companies and foreign companies. Check the current filing position with the receiving authority before submission.

• The Memorandum of Association (MoA) and Articles of Association (AoA) form the central constitutional documents.
• Sections 4 and 5 of the Companies Act 2063 address the contents of the MoA and AoA.
• The core file described here includes the application, two signed sets of the MoA and AoA, identity records, photographs and registered-office evidence.
• A corporate shareholder adds its registration certificate, constitutional documents and board resolution.
• A foreign-shareholder file may require prior Department of Industry approval under FITTA 2075.
• A non-profit company has a separate document overlay under Section 166.
• A foreign company has a separate document framework under Section 154; verify the exact current list before filing.

What are company formation documents in Nepal?

Company formation documents are the records filed to establish a company before the Office of Company Registrar. They identify the proposed business, its shareholders, directors, capital structure, registered office and internal rules. In Nepal, the MoA and AoA are the two main constitutional documents, supported by identity, application and address records.

The OCR is the registration authority identified in the supplied material. Its CAMIS system is used for document uploads and the standard application form. The exact screen, file instruction or document request can change, so you should check the current OCR position rather than rely on an old checklist.

For a wider overview of the filing route, read our company registration in Nepal guide. This document-focused article deals with what belongs in the file and why each item matters.

What is the core company registration document set?

The core company registration document set contains the application, two signed sets of the MoA and AoA, identity records, photographs and registered-office evidence. The current material describes these as the central private-company filing pack. The OCR can require clarification or additional records where the company type, shareholder or business sector creates a special issue.

• Application for registration: The application is submitted through CAMIS with the approved name-reservation reference. It records the company name, proposed objects, capital information, registered office and shareholder and director details.
• Memorandum of Association: Two original signed sets are included in the stated filing pack. The MoA sets out the company’s basic legal identity and purpose.
• Articles of Association: Two original signed sets are also included. The AoA sets out internal governance and decision-making rules.
• Identity documents: The current material identifies citizenship certificates or passports for shareholders and directors. The copy should allow the OCR to compare identity details with the subscriber records.
• Photographs: Passport-size photographs are included for the people identified in the filing material as shareholders, directors and other signatories.
• Registered-office evidence: The stated pack includes a lease agreement, landlord citizenship copy and consent letter. Where the office is owned by a shareholder or director, the current article identifies land-ownership evidence as an alternative.

Do not assume that the core pack alone is sufficient. A corporate shareholder, foreign investor, non-profit company or foreign company may need an additional overlay. The business activity itself can also affect the required file.

What must the Memorandum of Association contain?

Section 4 of the Companies Act 2063 governs the contents of the Memorandum of Association. The MoA identifies the company, its registered office, permitted objects, capital, liability position and founding subscribers. A mismatch between the approved name, application and MoA can create a document problem that should be corrected before submission.

• Name clause: The company name must match the name-reservation reference used for the filing.
• Registered-office clause: The MoA states the location of the company’s registered office.
• Objects clause: This describes the business the company is formed to undertake. The current material warns that objects should be drawn from, or remain compatible with, the OCR’s recognised objects list.
• Capital clause: The MoA records authorised capital, its division into shares and the relevant issued and paid-up capital information at incorporation.
• Liability clause: For a company limited by shares, the clause addresses the shareholder’s liability in relation to unpaid share amounts.
• Subscriber clause: The founding subscribers’ names, addresses, identity details and shareholdings are recorded with their signatures.

For this reason, “memorandum of association Nepal” is not just a search phrase. It refers to a document that must match the application and the company’s intended activity. Have the objects and capital clauses checked before the final PDF or signed originals are prepared.

What must the Articles of Association contain?

Section 5 of the Companies Act 2063 governs the Articles of Association. The AoA operates as the company’s internal rulebook, covering shares, directors, meetings, voting, authority and distributions. Its wording should fit the proposed ownership structure and should not contradict the MoA or the information submitted through CAMIS.

• Share capital and transfer: The AoA can address share classes, issue and allotment, transfer rules and restrictions relevant to a private company.
• Board and directors: It can set out board composition, qualifications, appointment, removal, terms and vacancies.
• Meetings: It can describe meeting notices, quorum, voting and written or circular decisions.
• Reserved matters: The document can distinguish decisions requiring shareholder approval from those handled by the board.
• Business authority: It can address banking authority, contract authority, document execution and use of a common seal.
• Dividends and reserves: The AoA can explain how distributions and reserve matters operate subject to the Companies Act.
• Winding up: It can address relevant voluntary winding-up arrangements.

“Articles of association Nepal” therefore covers more than a standard template. If shareholders expect different voting rights, transfer restrictions or reserved matters, those points should be identified while drafting rather than left to an informal understanding.

What documents does a corporate shareholder need?

A corporate shareholder adds an entity-level document layer to the Nepal incorporation file. The supplied material identifies the shareholder’s registration certificate, its MoA and AoA, and a board resolution authorising the subscription. The resolution should identify the authority given and the person signing for the corporate shareholder.

• Registration certificate: This shows that the corporate shareholder exists as a registered entity.
• Corporate MoA and AoA: These help evidence the entity’s constitutional position and capacity relevant to the proposed subscription.
• Board resolution: The board resolution authorises the investment or subscription and the relevant signatory.

These records should be consistent with the name and registration details used in the Nepal filing. If the corporate shareholder is foreign, the file may also move into the foreign-investment overlay. Ask the OCR or relevant approving authority to verify whether any additional certification, translation or approval is required for the particular documents.

What FDI documents does a foreign shareholder need?

Foreign-shareholder files have an additional approval overlay under FITTA 2075. The supplied material identifies prior Department of Industry approval as required for the foreign-shareholder file before the OCR file is opened. The exact approval record and supporting documents depend on the proposed investment and should be verified with the authority.

In practical terms, a foreign shareholder should not treat a passport copy as the full FDI document pack. The file may involve:

• identity or corporate records for the foreign shareholder;
• the Nepal company’s proposed MoA and AoA;
• the relevant Department of Industry approval letter; and
• any additional documents required under FITTA 2075 or by the receiving authority.

Our team can help review a foreign-investment document set through FDI registration support in Nepal. That assistance does not replace the Department of Industry or OCR’s decision, and no fixed approval time should be assumed from this article.

What documents apply to a non-profit company?

A non-profit company has a separate document overlay under Section 166 of the Companies Act 2063. The current material identifies a ministry recommendation letter, a declaration of objects and a minimum of five directors. Because the company’s purpose is not treated like an ordinary profit-distributing business, its objects and supporting recommendation should be checked carefully.

• Ministry recommendation letter: The filing material identifies this as an additional document.
• Objects declaration: The proposed objects should clearly reflect the non-profit purpose.
• Directors: The current material states a minimum of five directors.

These requirements do not mean every organisation should use the non-profit route. The company’s intended purpose and legal form must be considered first. If your proposed entity will distribute profits, take foreign investment or operate in a regulated sector, verify the correct structure before drafting its documents.

What documents apply to a foreign company?

Section 154 of the Companies Act 2063 addresses documents for a foreign company. The supplied material identifies the parent company’s registration certificate, its board resolution, a Power of Attorney appointing a local representative and FDI approval where applicable. The exact filing route depends on the foreign company’s proposed activity and status in Nepal.

• Parent registration certificate: This establishes the foreign company’s registration.
• Parent board resolution: The resolution authorises the Nepal activity or registration step.
• Power of Attorney: This appoints the local representative to act for the foreign company.
• FDI approval where applicable: This is included only where the foreign company’s activity or investment requires it.

Do not confuse a foreign shareholder in a Nepal company with a foreign company registering its own presence. They are different document questions. A foreign company should verify the current requirements under Section 154 and with the OCR before arranging execution or submission abroad.

How do you prepare and submit the documents through CAMIS?

CAMIS is the OCR’s online document-submission system identified in the supplied sources. The preparation route begins with the proposed company information, moves through drafting and signing, and ends with upload and review. The OCR may identify a mismatch or request clarification, so submission is not the same as guaranteed registration.

1. Identify the company route: Confirm whether the proposed entity is private, public, non-profit or a foreign company, and identify whether any shareholder is corporate or foreign.
2. Prepare the name and objects: Use the name-reservation reference and check that the objects in the application and MoA match the recognised filing position.
3. Draft the MoA and AoA: Prepare the constitutional documents under Sections 4 and 5 of the Companies Act 2063, with subscriber, capital, governance and liability details consistent across the file.
4. Collect identity and office records: Assemble the citizenship or passport copies, photographs and registered-office evidence described for the core pack.
5. Add the correct overlay: Include corporate-shareholder, foreign-investment, non-profit or foreign-company documents where the facts require them.
6. Sign and prepare the files: The current material identifies signed originals, notarisation and PDF uploads. Check the current OCR file-format instruction because technical requirements can change.
7. Submit through CAMIS: Upload the application and supporting documents using the current OCR process.
8. Respond to any query: If the OCR identifies an inconsistency or asks for clarification, correct or supplement the file as directed.

The current article material refers to PDF uploads and a file size typically under 1 MB for each file. Treat that as a technical point to verify with the OCR before uploading, not as a permanent guarantee. Keep the signed originals available because the receiving authority can require them.

How long does company registration document review take?

No fixed company-registration timeline is established by the supplied material. Review can depend on document completeness, name or object issues, company type, foreign or corporate shareholder records, technical uploads and any OCR query. Ask the OCR for the current position, and do not treat a filing date as a guaranteed registration date.

A straightforward domestic file may still require correction if its documents do not match. A foreign-investment file can involve the prior Department of Industry approval identified above. A non-profit or foreign-company file has its own supporting records. These differences make a single “company registration time in Nepal” answer unsafe.

If a business deadline matters, build in time for document correction and authority review. Our team can assess the file and identify questions to verify, but we cannot promise an OCR decision, registration date or processing period.

What does company formation cost in Nepal?

The total cost depends on government charges, document preparation, notarisation, translation or certification where applicable, professional assistance and the company’s structure. This article does not quote a government fee or professional price because those figures can change. Confirm current charges with the relevant authority and obtain a current engagement figure through our contact page.

Cost can also vary because the document route changes. A domestic individual-shareholder file may not need the same supporting records as a corporate shareholder or FDI file. A foreign company or non-profit company may require additional preparation and authority correspondence. The number of documents alone does not determine the total.

What are the most common document mistakes?

Document mistakes usually arise from inconsistency rather than from one missing paper. The company name, objects, subscriber details, shareholdings, identity records and registered-office information should tell the same story. The OCR can request correction or clarification where the uploaded file does not match the application or constitutional documents.

• The name in the MoA or AoA does not match the reservation reference.
• The proposed objects do not match the OCR’s recognised objects list or the company’s intended activity.
• A shareholder or director’s identity details differ between the application and MoA.
• A corporate shareholder’s board resolution does not clearly authorise the subscription or signatory.
• A foreign-shareholder file is submitted without the prior Department of Industry approval identified under FITTA 2075.
• The non-profit file omits the ministry recommendation, objects declaration or required director structure.
• The foreign-company file does not include the parent registration record, board resolution or Power of Attorney.
• Scans are unclear, incorrectly formatted or uploaded contrary to the current CAMIS instruction.
• Signed originals, notarised records or supporting office documents are not available when the authority asks to verify them.

What would a realistic Nepal filing scenario look like?

Consider an illustrative domestic private company formed by two Nepali individuals. Its file would begin with the application, name reference, MoA, AoA, identity records, photographs and registered-office evidence. If one shareholder were a company, the corporate-shareholder overlay would be added. This example predicts no approval, deadline or document request.

Now change one fact: one shareholder is foreign. The file would need to be reviewed under the foreign-investment route, including the prior Department of Industry approval identified in the supplied material. If the applicant instead formed a non-profit company, Section 166 and its separate documents would become relevant.

The point is simple. “Company registration documents Nepal” is not one universal list. The correct list follows the company type, ownership and proposed activity. A checklist copied from another company can be incomplete for yours.

What alternatives and edge cases should you check?

The main alternative is not a different upload format; it is choosing the correct legal route before preparing documents. A private company, public company, non-profit company, foreign company and FDI-backed company can require different evidence. Corporate and foreign shareholders add separate questions even when the Nepal company itself is private.

For post-incorporation tax records, the supplied material identifies the Inland Revenue Department as the relevant authority for PAN and VAT document requirements. Those are separate from the formation file. Check the Inland Revenue Department for the current tax-registration position after incorporation.

How can a lawyer help with the document pack?

A lawyer can compare the proposed structure with the required document route, draft or review the MoA and AoA, identify shareholder overlays and prepare questions for the OCR or Department of Industry. Our team can help with document drafting and company compliance, but the authorities retain control over acceptance, correction requests and registration.

Our legal document drafting service may assist with constitutional documents and related authorisations. For a foreign-investment file, our FDI service can help coordinate the document review. You should provide complete and accurate information; legal assistance cannot cure a false or inconsistent record.

The same caution applies to technical uploads. A lawyer can check whether the documents appear consistent and complete, but the current CAMIS instruction controls the actual upload format. Verify file size, PDF requirements, notarisation and any original-document request with the receiving office before submission.

What should you do before filing company formation documents?

Before filing, check the company type, ownership, objects, name, capital information, registered office and signatories as one connected record. Then compare every attachment with the application and constitutional documents. This final review reduces avoidable inconsistency, but it cannot guarantee that the OCR will not request further information.

• Confirm the proposed company type and whether Section 166 or Section 154 applies.
• Identify every shareholder as an individual, corporate entity or foreign investor.
• Match the name-reservation reference across the application, MoA and AoA.
• Check that the objects are suitable for the proposed business and the OCR’s recognised list.
• Confirm signatures, identity records, photographs and registered-office evidence.
• Add the correct corporate, FDI, non-profit or foreign-company overlay.
• Verify current CAMIS upload instructions with the OCR.
• Keep originals and supporting records available for any authority request.

This article is general legal information, not a decision on your company’s filing. Requirements can change by company type, ownership and sector. Verify the current position with the Office of Company Registrar, Department of Industry or other receiving authority before acting.

In short

Company formation documents in Nepal are built around the application, MoA, AoA, identity records, photographs and registered-office evidence. Corporate shareholders, foreign investors, non-profit companies and foreign companies need different supporting documents. The safest approach is to classify the company first, align every document and verify the current CAMIS instruction before submission.

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If you need help checking MoA, AoA, shareholder overlays or CAMIS filing documents, contact Alpine Law Associates and ask about our company compliance service in Nepal.