How to write Articles of Association

What are the Articles of Association (AoA)?

The Articles of Association (AOA) are a type of legal document that explains the internal rules and regulations of a company. In Nepali language, it is called "नियमावली".

It defines the rights, duties, and responsibilities of the company's shareholders, directors, and officers, and outlines how the company will be run.

The Articles of Association is an important document needed to register a company in Nepal. It has to follow the laws and regulations of Nepal.

How to write Articles of Association

To write Articles of Association for company registration, you will need to follow a specific format and include certain key information. Here are the steps to follow:

Name and registered office

Begin by stating the name of the company and its registered office address.


Next, describe the objectives of the company, i.e., the purpose for which it was formed.

This may include the products or services the company will provide, the markets it will target, or any other relevant information.

Share capital

Specify the amount of share capital that the company will have and how it will be divided into shares.

You should also indicate the classes of shares that the company will issue, such as ordinary shares or preference shares.


Describe the rights and obligations of the shareholders, including how they will be able to participate in the management of the company and how they will receive dividends.


Outline the appointment and powers of the directors, including their duties and responsibilities. This should also include the process for appointing and removing directors.


Detail the procedures for holding general meetings of the shareholders, including how notice of meetings will be given, the quorum required, and the rules for voting.

Accounts and auditing

Describe the accounting procedures that the company will follow, including the preparation of annual accounts and how these will be audited.

Miscellaneous provisions

Include any other provisions that are relevant to the running of the company, such as the process for amending the Articles of Association or the procedures for winding up the company.