Registration , Memorandum and Articles of Associations

Filter Course


Registration , Memorandum and Articles of Associations

Published by: Anu Poudeli

Published date: 06 Aug 2023

Registration , Memorandum and Articles of Associations

1.Registration :

Registration is the process of legally recording a company's or organization's existence and data with the appropriate government body. To receive legal recognition and operate within the legal framework, most countries need enterprises and organizations to register with the proper government agency. Providing crucial information about the company, such as its name, address, ownership details, nature of business, and other pertinent data, is normally required throughout the registration process. When a corporation is registered, it becomes an independent legal entity with rights and duties distinct from its owners.

2.Memorandum of Association (MOA):

A company's Memorandum of Association (MOA) is one of its foundational papers. It defines the company's essential goals, scope, and powers. It is a necessary document that outlines the company's constitution and the interaction it has with the outside world. The following major details are included in the MOA:


a. Name Clause: This clause states the company's formal name.

b. Registered Office Clause: This clause specifies the address of the company's registered office, which acts as its official address for communication and legal affairs.

c. Object Clause: This clause specifies the purpose and objectives for which the organization was created. It establishes the scope of the company's activity.

d. liabilities Clause: This clause specifies the liabilities of the company's members (shareholders), which can be limited or limitless.
e. Capital section: This section specifies the company's approved share capital, which reflects the maximum value of shares that can be issued.


3.AOA (Articles of Association):

The Articles of Association (AOA) are another key document that governs a company's internal affairs and management. It specifies the rules, regulations, and processes for performing the company's day-to-day operations and affairs. The AOA often addresses the following topics:

a. Shareholders' Rights and Responsibilities: This section describes the company's shareholders' rights and obligations, such as voting rights, dividend entitlements, and meeting call processes.

b. Board of Directors: The AOA describes the board of directors' rights, duties, and responsibilities, including the appointment and removal of directors, as well as their term.
c. Company Meetings: It specifies the procedures for holding general meetings, annual general meetings, extraordinary general meetings, and the resolution-making process.
d. Borrowing Powers: The AOA specifies the terms and conditions under which the corporation may borrow money or issue securities.

e. Dividends and Profits: This section outlines how profits and dividends are distributed among shareholders.

The Memorandum of Association and Articles of Association are both crucial legal documents that must be submitted by a corporation during the registration procedure. They contribute to the company's identity, mission, and internal governance structure, guiding operations and stakeholder connections. Any changes to these documents must be approved by the shareholders and reported to the appropriate government agencies.