The Certificate of Incorporation and Memorandum and Articles of Association is the primary document package required for company formation in Nigeria. It is mandatory for all companies registering under the Companies and Allied Matters Act (CAMA) 2020 and must be filed with the Corporate Affairs Commission (CAC). This documentation serves multiple crucial purposes: it proves the company's legal existence, defines its objectives and powers, establishes its share capital structure, and sets out the rules for internal management. The package includes three key components: the Certificate of Incorporation (proving legal registration), the Memorandum of Association (defining external affairs and constitutional matters), and the Articles of Association (governing internal operations). This documentation is essential for both private and public companies and forms the foundation for all subsequent corporate actions and governance decisions.
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1. Certificate of Incorporation: Official document issued by CAC confirming the company's incorporation and including registration number, date of incorporation, and company name
2. Memorandum of Association: Contains fundamental information about the company's constitution
3. Company Name Clause: States the registered name of the company
4. Registered Office Clause: Specifies the registered office address in Nigeria
5. Objects Clause: Details the business purposes and activities of the company
6. Liability Clause: States whether members' liability is limited by shares or guarantee
7. Share Capital Clause: Details the authorized share capital and its division into shares
8. Articles of Association: Contains the rules for company operation and management
9. Share Rights and Restrictions: Details the rights attached to different classes of shares
10. Share Transfers: Rules governing the transfer of shares
11. General Meetings: Procedures for conducting general meetings
12. Directors: Appointment, removal, and powers of directors
13. Company Secretary: Appointment and duties of the company secretary
14. Dividends and Reserves: Rules for dividend declaration and reserve maintenance
1. Pre-emptive Rights: Optional section for private companies specifying shareholders' rights to first refusal on new share issues
2. Tag-Along Rights: Optional protection for minority shareholders in case of majority stake sale
3. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in the sale of the company
4. Share Classes: Optional section for companies with multiple share classes, detailing different rights and privileges
5. External Directors: Optional provisions for appointment of non-executive or independent directors
6. Borrowing Powers: Optional detailed provisions regarding company's borrowing capabilities and limitations
7. Alternate Directors: Optional provisions for appointment of alternate directors
1. Schedule 1: Initial Subscribers: Details of initial shareholders including names, addresses, and shareholdings
2. Schedule 2: First Directors: Details of first directors and their particulars
3. Schedule 3: Share Capital Structure: Detailed breakdown of share classes and rights if multiple share classes exist
4. Schedule 4: Adoption of Articles: Resolution adopting the Articles of Association
5. Appendix A: Forms of Share Certificates: Template for share certificates to be issued by the company
6. Appendix B: Proxy Forms: Standard forms for appointment of proxies for meetings
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