Articles of Association of a Limited Liability Company are required for every company incorporation in Nigeria under the Companies and Allied Matters Act (CAMA) 2020. This document serves as the company's constitution, detailing how the company will be run, governed, and owned. It is essential during company registration with the Corporate Affairs Commission and continues to be relevant throughout the company's lifetime. The document includes crucial information about share capital, shareholders' rights, directors' powers, meeting procedures, and other governance matters. It must comply with Nigerian law while being tailored to the specific needs of the company, providing flexibility for future growth while maintaining proper corporate governance structures.
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1. Preliminary: Contains interpretation clauses and definitions of terms used throughout the Articles
2. Private Company Provisions: Declares the company's status as a private company and states restrictions on share transfers
3. Share Capital and Variation of Rights: Details the company's share capital structure, classes of shares, and procedures for varying share rights
4. Share Certificates: Procedures for issuing, replacing, and dealing with share certificates
5. Lien on Shares: Company's rights over partly paid shares and enforcement procedures
6. Calls on Shares: Procedures for making calls on partly paid shares and consequences of non-payment
7. Transfer and Transmission of Shares: Rules and procedures for transferring shares and handling transmission upon death
8. Forfeiture of Shares: Circumstances and procedures for share forfeiture
9. General Meetings: Rules for calling and conducting general meetings, including notice requirements
10. Proceedings at General Meetings: Procedures for conducting meetings, voting, and passing resolutions
11. Directors: Appointment, removal, powers, and duties of directors
12. Board Meetings: Procedures for conducting board meetings and decision-making
13. Secretary: Appointment and duties of the company secretary
14. Dividends and Reserves: Rules for declaring dividends and maintaining reserves
15. Accounts and Audit: Requirements for maintaining accounts and conducting audits
16. Notices: Methods and requirements for giving notices to members
17. Winding Up: Procedures for voluntary winding up and distribution of assets
1. Pre-emptive Rights: Detailed procedures for existing shareholders' rights to purchase new shares before they're offered to others
2. Tag-Along Rights: Provisions protecting minority shareholders in case of sale by majority shareholders
3. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in the sale of the company
4. Share Lock-up: Restrictions on share transfers for a specific period after incorporation
5. Alternate Directors: Provisions for appointment and powers of alternate directors
6. Electronic Communications: Provisions for conducting meetings and sending notices electronically
7. Conflict of Interest Management: Detailed procedures for handling directors' conflicts of interest
8. Corporate Social Responsibility: Provisions for company's social responsibility commitments
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes, rights, and initial shareholding
2. Schedule 2: First Directors and Secretary: Names and details of first directors and company secretary
3. Schedule 3: Matters Requiring Special Resolution: List of decisions requiring approval by special resolution
4. Schedule 4: Proxy Form: Standard form for appointing proxies for general meetings
5. Schedule 5: Share Certificate Format: Template for share certificates
6. Appendix A: Corporate Seal: Description and rules for use of corporate seal
7. Appendix B: Shareholding Register Format: Template for maintaining the register of shareholders
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