Amendment in MOA and AOA in Nepal

MOA vs AOA — What's the Difference?

Common Reasons for Amendment

Step-by-Step Process

1. 1

   Identify Which Clauses Need to Change

   Review your current MOA and AOA carefully. Identify the specific clauses or sections that need to be changed, added, or removed. Note whether the change affects the MOA, the AOA, or both.

2. 2

   Draft the Amended Document

   Have a professional draft the complete amended MOA and/or AOA document. Do not just submit the changed clauses — the OCR requires the complete updated document. The drafting must follow the format prescribed by the OCR and comply with the Company Act, 2063.

3. 3

   Hold a Board of Directors Meeting

   Convene a board meeting to review the proposed amendments and formally resolve to call a Special General Meeting where shareholders can vote on the changes.

4. 4

   Hold a Special General Meeting (SGM)

   Call an SGM with at least 21 days advance notice. Present the proposed amendments to shareholders. For the resolution to pass, at least two-thirds of shareholders present must vote in favor.

5. 5

   Submit Amendment Application to OCR

   Log in to the OCR CAMIS portal and submit the MOA/AOA amendment application. Upload the complete amended document(s), SGM minutes with the special resolution, and board meeting minutes. Pay the applicable government fee.

6. 6

   Receive OCR Approval

   The OCR will review the submitted documents for compliance with the Company Act. If everything is in order, the OCR will approve the amendment. The amended MOA/AOA becomes legally effective from the date of OCR approval — not from the date of the SGM.