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AOA Generator (नियमावली)

Fill in the details and get a print-ready Articles of Association for a private limited company. Free, no sign-up, nothing leaves your browser.

Why you need this: The AOA (नियमावली) is the second constitutional document OCR requires, alongside the MOA. It follows the Companies Act 2063, section 20(4) format — 53 rules across six परिच्छेद covering shares, general meetings, the board, accounts and winding up. The company name, registered office, par value and subscriber table must match your MOA exactly.

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What the Articles of Association do

If the Memorandum says what the company is, the Articles of Association (नियमावली) say how it runs. The Articles are the internal rulebook, binding the company and its shareholders to each other, and they are filed with the OCR alongside the MOA when the company is incorporated under the Companies Act 2063.

They typically cover how shares are issued and transferred, how general meetings are called and what counts as a quorum, how directors are appointed, removed and what powers they hold, how the board meets and decides, and how accounts and audit are handled.

The clauses worth reading before you sign

  • Share transfer. In a private company shares are not freely transferable, and the Articles set the mechanism — usually a right of first refusal for existing shareholders. This decides how easily a co-founder can exit, or be bought out.
  • Quorum and voting. Whether one shareholder can block a decision, or two can carry it, is set here rather than by law.
  • Director appointment and removal. Who can put someone on the board, and who can take them off.

In a company with two or three shareholders these clauses are the whole of your governance, and founders who took the default text usually discover them during a disagreement. Read them while everyone still agrees.

For how the Articles fit into incorporation as a whole, see our company registration guide.

Want us to file this for you?

An MOA that OCR rejects costs you weeks. We draft, check and file the whole set — MOA, AOA and the registration application — and handle PAN/VAT and the bank account after.

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