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Constitution Memorandum And Articles Of Association Template for Nigeria

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Constitution Memorandum And Articles Of Association

"I need a Constitution Memorandum and Articles of Association for a Nigerian tech startup with multiple share classes, including provisions for employee share options and specific protections for minority shareholders, planned for incorporation in March 2025."

What is a Constitution Memorandum And Articles Of Association?

The Constitution Memorandum and Articles of Association is a mandatory document required for company incorporation in Nigeria under the Companies and Allied Matters Act (CAMA) 2020. This document is essential when establishing any new company or modifying an existing company's constitutional documents. It contains crucial information about the company's structure, including its name, registered office, objects, share capital, and internal management rules. The document must be filed with the Corporate Affairs Commission (CAC) and serves as the primary reference for shareholders' rights, directors' duties, and corporate governance procedures. Its contents must align with Nigerian law and can only be modified through special procedures specified in CAMA 2020.

What sections should be included in a Constitution Memorandum And Articles Of Association?

1. Memorandum of Association: The company's charter document defining its relationship with the outside world

2. Company Name Clause: States the registered name of the company

3. Registered Office Clause: Specifies the registered office location in Nigeria

4. Objects Clause: Details the purpose and business activities of the company

5. Liability Clause: States whether liability of members is limited by shares or guarantee

6. Capital Clause: Details the authorized share capital and its division

7. Articles of Association: Internal regulations governing the company's management

8. Interpretation: Definitions and interpretation of terms used in the document

9. Share Capital and Variation of Rights: Details about share types, rights, and procedures for modification

10. Share Certificates: Provisions regarding issuance and transfer of share certificates

11. Lien on Shares: Company's rights over partly paid shares

12. Calls on Shares: Procedures for calling unpaid capital

13. Transfer and Transmission of Shares: Rules governing share transfers and transmission

14. Forfeiture of Shares: Circumstances and procedures for share forfeiture

15. General Meetings: Rules for conducting shareholders' meetings

16. Proceedings at General Meetings: Procedures for general meetings including voting

17. Directors: Appointment, removal, and powers of directors

18. Board Meetings: Procedures for board meetings and decision-making

19. Company Secretary: Appointment and duties of the company secretary

20. Dividends and Reserves: Rules for dividend declaration and distribution

21. Accounts and Audit: Requirements for financial reporting and auditing

What sections are optional to include in a Constitution Memorandum And Articles Of Association?

1. Preference Shares: Required when the company issues different classes of shares with preferential rights

2. Borrowing Powers: Detailed provisions about company's power to borrow, required for companies planning to take on significant debt

3. Managing Director: Specific provisions for appointing and defining powers of managing director, used when company wants this specific role

4. Alternate Directors: Provisions for appointment of alternate directors, useful for companies with international directors

5. Electronic Communications: Provisions for electronic notices and meetings, recommended for modern companies

6. Share Buy-back: Procedures for company buying back its own shares, needed if company plans such activities

7. Protection of Directors: Additional provisions for directors' indemnification and insurance

8. Arbitration Clause: Dispute resolution procedures, recommended for companies with multiple shareholders

What schedules should be included in a Constitution Memorandum And Articles Of Association?

1. Schedule 1: Share Capital Structure: Detailed breakdown of initial share capital allocation and shareholders

2. Schedule 2: First Directors: List of first directors and their details

3. Schedule 3: Proxy Form: Standard form for appointing proxies for general meetings

4. Schedule 4: Share Certificate Format: Prescribed format for share certificates

5. Schedule 5: Initial Subscribers: Details of initial subscribers to the memorandum

6. Appendix A: Special Rights: Details of any special rights attached to different classes of shares

7. Appendix B: Corporate Seal: Description and rules for use of corporate seal

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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