The Company Limited By Guarantee Memorandum Of Association is a crucial document required when establishing a non-profit organization in Nigeria. It is mandated by the Companies and Allied Matters Act (CAMA) 2020 and must be submitted to the Corporate Affairs Commission as part of the incorporation process. This document serves multiple purposes: it defines the organization's charitable or non-profit objectives, establishes the guarantee commitment of members (typically a nominal amount), and ensures the organization operates within the legal framework for non-profits in Nigeria. The memorandum is particularly important as it prevents the distribution of profits to members and ensures all income is applied towards achieving the organization's stated objectives. It forms the foundation for the organization's governance and is frequently referenced throughout its lifetime for guidance on fundamental matters.
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Key Requirements PROMPT example:
Company Limited By Guarantee Memorandum Of Association
"I need a Company Limited by Guarantee Memorandum of Association for establishing a non-profit educational research institute in Lagos, Nigeria, with five founding trustees and a member guarantee amount of NGN 100,000 each, planning to commence operations in March 2025."
1. Name Clause: States the company's name with 'Limited by Guarantee' suffix and confirmation that it's a public company
2. Registered Office Clause: Specifies that the registered office of the company will be situated in Nigeria
3. Objects Clause: Details the charitable/non-profit purposes and objectives of the company, ensuring compliance with CAMA 2020
4. No Profit Distribution Clause: Declaration that income and property shall not be distributed to members
5. Liability Clause: States that liability of members is limited by guarantee
6. Guarantee Clause: Specifies the amount each member undertakes to contribute in the event of winding up
7. Application of Income and Property: Details how the company's income and property shall be applied solely towards its objectives
8. Winding Up or Dissolution: Provisions for the distribution of assets upon winding up to other institutions with similar objects
1. Additional Objects: Supplementary objects that are specific to the organization's particular focus area or sector
2. Powers Clause: Specific powers of the company to carry out its objects, if not covered in the main objects clause
3. Branch Offices: Provision for establishing branch offices within Nigeria, if anticipated
4. International Operations: Provisions for international activities if the organization plans to operate beyond Nigeria
5. Membership Categories: If different categories of membership are desired, with varying guarantee amounts
1. Schedule 1: First Members: List of founding members with their details and guarantee amounts
2. Schedule 2: First Trustees: Details of the first trustees or directors of the company
3. Schedule 3: Special Provisions: Any special provisions or restrictions applicable to the company's operations
4. Appendix A: Consent Letters: Letters of consent from first trustees/directors accepting their appointments
5. Appendix B: Declaration of Compliance: Statutory declaration by legal practitioner involved in incorporation
Authors
Relevant legal definitions
Clauses
Relevant Industries
Non-Profit Organizations
Charities
Religious Organizations
Educational Institutions
Professional Associations
Research Institutions
Arts and Culture
Healthcare Services
Environmental Conservation
Social Services
Sports and Recreation
Community Development
Relevant Teams
Legal
Compliance
Corporate Secretariat
Administration
Corporate Affairs
Board Secretariat
Governance
Risk Management
Relevant Roles
Chief Executive Officer
Executive Director
Company Secretary
Legal Counsel
Compliance Officer
Board Member
Trustee
Non-Profit Director
Governance Manager
Risk Manager
Corporate Affairs Manager
Administrative Director
Foundation Manager
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