Matters to be Included in the Memorandum of Association (Prabandhapatra) of a Company

Legal basis: Section 15 of the Companies Act, 2063 (2006) provides that the Memorandum of Association (Prabandhapatra) of a company must state the following matters:

Compulsory matters [Section 15(1)]:

1. Name of the company — The full name of the company, and where the company is limited by shares or by guarantee, the words "Limited" or "Private Limited" as applicable at the end of the name.

2. Address of the registered office — The address of the registered office of the company, stating the district, municipality or rural municipality, ward number, and the name of the ward office.

3. Objectives of the company — The main objectives of the company and, if any, the incidental or ancillary objectives.

4. Liability of shareholders — A statement that the liability of the shareholders is limited to the amount unpaid on the shares held by them (in the case of a company limited by shares), or to the amount guaranteed (in the case of a company limited by guarantee).

5. Authorized capital — The authorized capital of the company and the number of shares into which it is divided, along with the face value of each share.

6. Names and addresses of promoters/first directors — The names, surnames, addresses, and citizenship details of the promoters (in the case of a private company) or the first directors (in the case of a public company).

7. Number of shares subscribed by promoters/first directors — The number of shares subscribed by each promoter or first director and the amount paid on such shares.

8. Matters prescribed by the Office of the Company Registrar — Any other matters as may be prescribed.

Additional matters [Section 15(2)]:

9. Special rights and privileges — If the company is to issue shares with special rights or privileges, the details thereof.

10. Restrictions on transfer of shares — In the case of a private company, restrictions on the transfer of shares.

11. Other provisions — Any other provisions that the promoters may deem necessary, provided they are not inconsistent with the Act.

Note: The Memorandum of Association must be signed by each promoter/first director in the presence of at least one witness, and it must be registered with the Office of the Company Registrar (OCR) along with the Articles of Association (Niyamawali) and other required documents.