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1. Name Clause: States the registered name of the company as approved by the Corporate Affairs Commission
2. Registered Office: Specifies the official registered address of the company in Nigeria
3. Objects Clause: Details the purpose and permitted business activities of the company
4. Liability Clause: Declares whether the company is limited by shares, guarantee, or unlimited
5. Share Capital: States the authorized share capital and structure of shares
6. Association Clause: Declaration of the subscribers' desire to form a company and take shares
7. Board of Directors: Provisions regarding appointment, removal, and powers of directors
8. Meetings: Rules for conducting shareholder and board meetings
9. Share Transfer and Transmission: Procedures for transferring shares and restrictions if any
10. Corporate Seal: Provisions regarding the company seal and its use
1. Pre-emptive Rights: Used when shareholders should have first right to purchase new shares - recommended for private companies
2. Tag-Along Rights: Include when minority shareholders should have the right to join in the sale of shares by majority shareholders
3. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join in the sale of shares
4. Specialized Committees: Include when the company wants to establish specific committees like audit or remuneration committees
5. External Directors: Include provisions for independent directors when planning for future public listing or enhanced governance
6. Alternative Dispute Resolution: Include when shareholders prefer arbitration or mediation over court proceedings
7. Industry-Specific Compliance: Include when company operates in regulated sectors like banking or insurance
1. Schedule 1: Initial Subscribers: Details of founding shareholders including names, addresses, and shareholding
2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and restrictions
3. Schedule 3: First Directors: Names and details of the first directors of the company
4. Schedule 4: Board Procedures: Detailed procedures for board meetings and decision-making
5. Schedule 5: Share Certificate Form: Template for share certificates to be issued by the company
6. Appendix A: Proxy Form: Standard form for appointing proxies for shareholder meetings
7. Appendix B: Special Rights: Detailed description of any special rights attached to different share classes
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