Company Formation Documents in Nepal 2026 — MoA AoA Checklist

Most company filings that stall on the Office of Company Registrar's CAMIS portal stall on documents — wrong format, missing notarisation, a shareholder citizenship copy that has expired, a Memorandum object phrased in language the OCR predefined list does not recognise, or a foreign-shareholder file missing the prior Department of Industry approval letter. The Companies Act 2063 and the Company Registration Rules 2064 set the document floor, but the practical document set varies by company type, by shareholder profile (individual vs corporate, domestic vs foreign), and by sector. See our business-law practice area for related matters.

This guide is the 2026 (2083 BS) document checklist for company formation in Nepal — what the Office of Company Registrar (OCR) actually demands on the CAMIS portal, the Memorandum and Articles drafting essentials, the document overlay for foreign-shareholder files under FITTA 2075, and the most common rejection grounds at the registry counter. For the broader CAMIS five-step process, read our company registration in Nepal guide; for private-company specifics see the private company registration guide; for the company-type comparison see our types of companies guide.

Alpine Law Associates — Nepal Bar Council-registered corporate-law team that drafts Memorandum and Articles, builds the full CAMIS document pack, and coordinates DOI approvals for foreign-shareholder files.

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What is the core document set required for every company?

Six documents form the spine of every incorporation file at OCR, irrespective of company type:

• Application for registration — submitted through the CAMIS portal with the approved name-reservation reference attached. The application captures the company name (English and Nepali), the proposed business objects from the predefined list, the authorized capital, the registered office address, and the contact details of each shareholder and director.
• Memorandum of Association (MoA) — two original signed sets, drawn under Section 4 of the Companies Act 2063. The MoA declares the company name, the location of the registered office, the objects (the business the company is permitted to undertake), the authorized capital and its division into shares, the names and shareholdings of subscribers, and the liability clause limiting shareholder liability to the unpaid amount on shares.
• Articles of Association (AoA) — two original signed sets under Section 5 of the Companies Act. The AoA codifies the internal governance — share transfer rules, board composition, director duties, meeting procedures, quorum, voting, dividend policy, and matters reserved to shareholders.
• Citizenship certificate or passport — copies of every shareholder and every director. Nepali nationals provide the citizenship certificate (front and back, scanned in colour); foreign nationals provide the passport personal-data page. The OCR registry checks the name and signature against the MoA subscriber list.
• Passport-size photographs — recent (within six months) of every shareholder, every director, and any other signatory to the MoA.
• Registered office lease agreement — with the landlord's citizenship copy and consent letter authorising the use of the premises as the company's registered office. Where the office is owned by a shareholder or director, the land-ownership certificate (lalpurja) substitutes.

This six-document pack is the absolute minimum. Most files require at least one overlay below.

What goes into the Memorandum of Association (MoA)?

Section 4 of the Companies Act 2063 sets out the mandatory contents of the Memorandum of a private or public company:

• Name clause — the company's full name ending in "Pvt. Ltd." (private) or "Limited" (public). Must match the OCR name-reservation reference exactly, in both English and Nepali.
• Registered office clause — the address at which the company will receive official communications.
• Objects clause — the business the company is permitted to undertake. Must be drawn from or compatible with the OCR's predefined objects list; vague or open-ended objects are the most common rejection ground.
• Capital clause — the authorized capital, its division into shares (typically NPR 100 face value), and the issued and paid-up capital at incorporation.
• Liability clause — limiting shareholder liability to the unpaid amount on the shares held.
• Subscriber clause — names, addresses, citizenship numbers, and shareholdings of the founding subscribers, with their signatures on every page.

The MoA is the constitutional document and the hardest to amend post-incorporation — every amendment requires a special resolution at an Extraordinary General Meeting and a fresh OCR filing. Founders should draft the objects clause with headroom for adjacent business activities they may want to undertake in the first five years.

What goes into the Articles of Association (AoA)?

Section 5 of the Companies Act 2063 governs the Articles. The AoA is the company's internal rulebook and is materially easier to amend than the MoA. Standard sections include:

• Share capital and share transfer — classes of shares, issue and allotment procedure, the share-transfer restrictions that distinguish a private company under Section 2(b), pre-emption rights, drag-along and tag-along clauses where the founders agree on them.
• Board composition and director duties — minimum and maximum number of directors, director qualifications, term and removal, casual vacancies, alternate directors.
• Meeting procedure — board meeting frequency, quorum, voting, circular resolutions, AGM and EGM procedures where applicable.
• Reserved matters — decisions that require shareholder approval rather than board approval, typically including capital changes, major asset sales, dividend policy, and strategic transactions.
• Conduct of business — banking authorities, contract authority, document execution, common seal use.
• Dividend and reserve policy — how dividends are declared, reserve fund requirements under the Companies Act.
• Winding up — voluntary winding up triggers and distribution of residual assets.

Where the company anticipates a private-equity round or a future conversion to public form, the AoA should pre-load investor-protection clauses to avoid a re-papering exercise at the time of the round.

What additional documents are required for a corporate shareholder?

Where any shareholder is a corporate entity rather than an individual — a holding company subscribing to a subsidiary, for example — three additional documents must be uploaded to CAMIS:

• Registration certificate of the corporate shareholder — incorporation certificate or business registration certificate, with the registration number and date of incorporation clearly visible.
• Memorandum and Articles of Association of the corporate shareholder — to evidence that the corporate entity has the capacity under its own objects to subscribe to shares in the new company.
• Board resolution of the corporate shareholder — passed by its board of directors authorising the subscription to a specified number of shares in the new company, authorising the payment of the subscription monies, and appointing a named individual to sign the MoA and AoA of the new company on behalf of the corporate shareholder.

Where the corporate shareholder is incorporated outside Nepal, these documents must be consularised through the Nepali embassy in the country of incorporation and sworn-translated into English or Nepali before upload.

What is the FDI document overlay for foreign-shareholder files?

Where any shareholder is a foreign individual or a foreign corporate entity, the Foreign Investment and Technology Transfer Act 2075 (2019) overlays a separate document layer that must be in place before the OCR file is opened. The CAMIS portal will not accept a foreign-shareholder application without the prior DOI approval letter.

• Department of Industry (DOI) approval letter — issued by DOI after review of the foreign-investment proposal. The application to DOI requires its own document set: the foreign investor's company profile, audited financial statements, board resolution authorising the investment, Financial Credibility Certificate from the investor's bank, project report for the Nepali subsidiary, schedule of investment, and biodata or company documents of the investor.
• Notarised passport and photograph of every foreign individual shareholder.
• Consularised corporate documents where the foreign shareholder is a corporate entity — registration certificate, MoA and AoA of the parent, audited accounts, and the board resolution authorising the Nepal subscription. Consularisation runs through the Nepali embassy in the parent's country of incorporation and may take 4–8 weeks; founders should start this step early.
• Joint Venture Agreement — where two or more foreign or mixed investors are subscribing, the JV agreement governing their relationship.
• Power of Attorney — authorising a Nepali representative to complete the OCR registration on behalf of the foreign shareholders.

The minimum foreign investment per investor under FITTA 2075 is currently NPR 20 million, and the company's authorized and paid-up capital must reflect that floor. Sectoral restrictions on the FITTA negative list apply separately. For the full FDI route, see our FDI in Nepal guide.

What additional documents are required for a non-profit (Section 166) company?

A profit-not-distributing company under Section 166 of the Companies Act 2063 — sometimes called a Section 166 non-profit — carries its own document overlay reflecting its welfare purpose:

• Objects declaration — Memorandum objects expressly limited to welfare, educational, scientific, social, or charitable purposes, with a clear statement that no profits will be distributed to members.
• Ministry recommendation letter — issued by the line ministry under whose mandate the proposed welfare activity falls (Ministry of Education for an educational non-profit, Ministry of Health for a health-related non-profit, Ministry of Women, Children and Senior Citizens for a women's welfare non-profit, and so on). The OCR will not register a Section 166 non-profit without the ministry letter.
• Minimum five directors — citizenship copies and biographical details of at least five directors, with their consent letters to act.
• Annual audit declaration — Section 166 non-profits must have annual financial audits; the Articles must provide for the audit appointment.
• Asset-distribution clause — the Articles must expressly provide that on dissolution, residual assets will pass to a successor non-profit with similar objects, not to members.

Foreign-grant recipients additionally require registration with the Social Welfare Council under the Social Welfare Act 2049, which runs in parallel with the OCR Section 166 registration.

What documents does a foreign company need to register a branch or liaison office?

A foreign company opening a branch office (commercial activity permitted) or a liaison office (representational presence only, no commercial activity) under Sections 154–160 of the Companies Act 2063 files a different document set:

• Registration certificate of the parent company — consularised through the Nepali embassy in the country of incorporation, with sworn translation into English or Nepali.
• Memorandum and Articles of Association of the parent — consularised and translated.
• Board resolution of the parent — authorising the establishment of the Nepal branch or liaison office, specifying the scope of activity, and appointing the named local representative.
• Power of Attorney — appointing the local representative who will sign documents on behalf of the parent, with the representative's passport or citizenship copy and photograph.
• Audited financial statements of the parent — for the latest two financial years, with sworn translation where in a foreign language.
• Project proposal — outlining the proposed activities in Nepal, the investment amount, employment generation, and the duration of the operation.
• Department of Industry approval — where the branch is to conduct commercial activity under FITTA 2075.
• Sector regulator approval — where the activity falls within a regulated sector (banking, insurance, hydropower, telecommunications).

Liaison offices file a marginally lighter set — without the audited accounts and commercial-activity FDI approval — because they cannot generate revenue in Nepal. The local representative must be a Nepali citizen ordinarily resident in Nepal.

What documents are required after the certificate is issued?

The OCR certificate is the first milestone; the company cannot transact, raise invoices, hire staff, or open a corporate bank account until the post-registration document chain is also complete:

• PAN application at Inland Revenue Department — supported by the Certificate of Incorporation, MoA and AoA, board resolution authorising the registration, shareholders' citizenship copies, registered office lease, and the form filed through the IRD online portal.
• VAT application at IRD — where annual taxable turnover crosses the threshold or the company elects voluntarily. Requires PAN registration completion first.
• Ward Office business registration — supported by the Certificate of Incorporation, PAN certificate, lease agreement, and the citizenship of the company's chief representative.
• Share register (Share Lagat) — prepared and certified by the company, recording the name, address, and shareholding of every shareholder plus the date of share allotment.
• Share certificates — issued to each subscriber within the time prescribed by the Companies Act and the Articles.
• Corporate bank account documentation — bank's KYC forms, board resolution authorising the account opening, specimen signatures of authorised signatories.
• Audit appointment letter — appointing a licensed chartered accountant as auditor; mandatory immediately where authorized capital exceeds NPR 1 crore, otherwise before the first AGM or first turnover crossing NPR 5 million.
• Social Security Fund (SSF) registration — required where the company hires any employee; employer-side documents include Certificate of Incorporation, PAN, and details of the employees being enrolled.

The three-month compliance return filed at OCR within ninety days of incorporation confirms the registered office, the directors, and the share-allotment position — late filing accumulates statutory penalties.

Why are documents most commonly rejected at OCR?

• Memorandum objects too vague — the OCR predefined list is the safe ground; bespoke wording invariably draws a query.
• Name mismatch — the MoA name does not match the name-reservation reference letter for letter, in either English or Nepali. Common with translation typos.
• Missing notarisation — MoA, AoA, or board resolutions filed without notary stamp and seal are returned at the registry counter.
• Inconsistent citizenship copies — name spelling on the citizenship does not match the MoA subscriber name, or the citizenship copy is single-sided rather than front-and-back.
• Foreign-shareholder file without DOI approval — the most common high-value rejection; CAMIS does not even allow the file submission without the DOI letter attached.
• Corporate-shareholder file without board resolution — the subscribing entity's directors must have formally authorised the subscription, and the resolution must reference the specific share count.
• Lease agreement without landlord consent letter — the lease alone does not evidence the landlord's authorisation to use the premises as a registered office.
• File size exceeds 1 MB — high-resolution scans need compression before upload.
• Foreign documents not consularised — apostille is not enough; Nepal is not a Hague Apostille country, and the parent-company documents need the Nepali embassy stamp.
• Single-word company name — the OCR rejects single-word company names regardless of trademark strength.

How does Alpine Law Associates handle the document pack?

Alpine Law Associates drafts the Memorandum and Articles to anticipate the first five years of the company's life — share-transfer mechanics that survive a private equity round, board composition rules that work post-conversion, reserved matters that protect the founders without paralysing the day-to-day operation. For foreign-shareholder files, we coordinate the DOI approval pack in parallel with the OCR drafting so the timeline runs concurrently rather than sequentially. For corporate-shareholder structures, we work with the parent's general counsel to produce the board resolution and consularised document chain. For Section 166 non-profits, we engage the line ministry on the recommendation letter and structure the objects clause so future activities are not foreclosed.