Company Governance and Constitutional Documents

Memorandum and Articles of Association

Aspect	Memorandum of Association (MoA)	Articles of Association (AoA)
Function	Constitutes the company and defines its identity, objects, capital, liability, and external scope	Establishes internal governance rules and procedures
Typical contents	Name, registered office, objectives, authorized capital, shareholder liability	Shares, calls, transfer, meetings, voting, directors, accounts, and dividends
Relationship	Frames the company’s capacity in relation to the outside world	Regulates relations among company, members, and governing organs
Hierarchy	Fundamental constitutional document under the Act	Subordinate to the Act and MoA
Alteration	Requires the prescribed special resolution, filing, and any approval or conditions	Usually altered by special resolution and filing, subject to the Act and MoA

Memorandum and articles compared

Note

Key Point — Memory cue

MoA: what the company is formed and authorized to do. AoA: how the company is internally governed while doing it. Neither document can override mandatory company law.

Nepal Telecom’s MoA identifies Nepal Doorsanchar Company Limited, its registered office, telecommunications objectives, share capital, and limited liability. Its current capital and shareholding figures must be taken from the latest filed MoA, audited report, and shareholder disclosure.

Hierarchy of company-governance authority

Company Act, 2063

The Company Act, 2063 governs incorporation, separate legal personality, share capital and securities, governance, accounts, audit, meetings, directors, and company administration. The supplied syllabus emphasizes Chapters 2, 3, and 5.

Incorporation

A proposed company submits the prescribed application, MoA, AoA, and documents to the Office of the Company Registrar (OCR). Registration and the certificate of incorporation create a separate legal entity with perpetual succession and limited liability according to its form.

Form	Distinguishing feature
Private company	One to 101 shareholders under the source summary; cannot invite the general public to subscribe for securities
Public company	At least seven promoters/shareholders under the source summary and may issue securities to the public subject to law
Single-shareholder company	Private company formed by one person under the statutory conditions
Not-for-profit company	Incorporated for permitted objectives without distributing profit to members

Company forms summarized in the supplied notes

MoA, AoA, and prospectus

The MoA and AoA form the company’s registered constitutional framework. A prospectus is the regulated disclosure by which a public company invites the public to subscribe for securities. It must be approved/registered as required, contain material information, and not mislead investors. Alteration of the constitutional documents requires the prescribed special resolution and filing or approval.

Company meetings

Matter	Source summary
Annual general meeting (AGM)	First AGM within one year of commencement; thereafter annually and generally within six months after fiscal year-end
Extraordinary general meeting (EGM)	Convened when urgent or special shareholder business must be decided between AGMs
Notice	Public-company source figures: 21 days for AGM and 15 days for EGM
Quorum	Source summary refers generally to at least three shareholders representing the required shareholding for a public company
Ordinary resolution	Passed by the applicable simple majority
Special resolution	Source summary uses a 75% majority for fundamental matters

Meeting provisions in the supplied Company Act summary

Note

Law — Corporate figures require the current Act and AoA

Shareholder limits, notice, quorum, voting thresholds, electronic participation, and filing requirements can be amended and may be supplemented by the company’s AoA. The table is an exam map of the supplied material, not a filing instruction.