What is the Article of Association (AOA)? के हो नियमावली?
Article of Asociation or AOA is called (नियमावली) in Nepali. It is the document containing all the rules and regulations to run a company. It defines the overall company’s purpose. It the document which tells what is the procedure for appointing the board of directors, recording the financial transaction, conducting a general meeting, issuing shares and so on. It is comprised of rules and regulations that govern the company’s internal affairs.
Every company is required to frame the Article of Association while registration of the company in order to achieve the objectives. All the necessary rules, regulations for the successful company operation are mentioned in the articles of association.
The Article of Association shall include the following matters
- Share capital, call of share, forfeiture of share, conversion of share into stock, transfer of shares, share warrant, the surrender of shares, etc.
- Directors, their qualifications, appointment, remuneration, powers, and proceedings of the board of directors meetings.
- Voting rights of shareholders, by poll or proxies and proceeding of shareholders general meetings.
- Dividends and reserves, accounts and audits, borrowing powers and winding up
Further Points to be noted
- if any provision contained in the Article of Association is inconsistent with the Companies Act, 2063 and Memorandum of Association, then such provision shall be void to the extent of such inconsistency.
- If the promoter agrees to accept the Article of Association in the format prescribed for the incorporation of a company with a single promoter of a single shareholder, it shall not be required to submit the article of association of the proposed company.
- A public company shall publish its Memorandum of Association(MOA) and Article of Association(AOA) within 3 months of obtaining a license to commence its business.
What is the Memorandum of Association (MOA)? के हो प्रबन्धपत्र?
Memorandum of Association or MOA is also called ‘प्रबन्धपत्र’ in Nepali. It is the legal document that has to be filed with the registrar of companies at the time of incorporation of the company. It is often called as a memorandum and is comprised of fundamental conditions on the basis of which a company operates.
The memorandum of association shall include the following matters
- The name of the company,
- The registered address of the company,
- The objectives of the company,
- The figure of the authorized capital of the company and the figure of the share capital to be issued by the company for time being and the figure of undertaken to be paid by the promoter of the company,
- Types of shares of the company, the rights, and powers inherent in such shares, the value of each share and number of shares of different types.
- Number of shares which the promoters have undertaken to subscribe for the time being,
- Terms of payments of share amounts,
- Statements that the liability of shareholders shall be limited,
- The maximum number of shareholders in case of a private company etc
Differences between MOA and AOA
|Memorandum of Association (MOA)||Article of Association (AOA)|
|MOA contains all the fundamental information which are required for incorporation.||AOA contains all the rules and regulations for company management.|
|MOA includes power and objectives of company.||It includes management and operational rules.|
|It is subordinates of Company Act.||It is subordinates of the MOA
|It can not not be amended retrospectively.||It can be amended retrospectively|
|It must contain basic 6 clause: Name, Situation, Objective, Liabilities, Capital and Subscription||It is as per choice of company necessarily.|
नियमावली भनेको कुनै पनि संस्थाको संचालन गर्नको लागि बनाइएको सम्पूर्ण नियम तथा विनियमहरुको लिखित डकुमेन्ट हो। प्रवन्धपत्र भनेको संस्थाको नाम, दर्ता गराउने संस्था, संस्थाको उदेश्य, पुजी, दायित्व र सम्पूर्ण शेयरधनिहरुको सम्पूर्ण जानकारी सहितको लिखित डकुमेन्ट हो । यी दुवै डकुमेन्ट कम्पनि दर्ता गर्नु भन्दा पहिले नै तयार गर्नु पर्ने हुन्छ।