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Company's Articles Of Association Template for Nigeria

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Key Requirements PROMPT example:

Company's Articles Of Association

"I need Articles of Association for a Nigerian tech startup that will be incorporated in March 2025, with provisions for multiple share classes and specific protections for minority shareholders, as we're planning to bring in venture capital investors."

Document background
The Company's Articles of Association is a mandatory document required for company registration in Nigeria under the Companies and Allied Matters Act (CAMA) 2020. This document must be filed with the Corporate Affairs Commission (CAC) during incorporation and serves as the foundational framework for the company's governance structure. It outlines critical aspects such as shareholders' rights, directors' powers, meeting procedures, and share capital details. The Articles can be modified through special resolution as the company evolves, making it a living document that adapts to changing business needs while maintaining compliance with Nigerian corporate law. This document is crucial for both private and public companies and forms part of the company's constitution alongside the Memorandum of Association.
Suggested Sections

1. Interpretation: Definitions of key terms used throughout the Articles

2. Company Name and Type: Specification of the company name and type (private or public)

3. Registered Office: Location of the company's registered office

4. Objects and Powers: Statement of the company's business objectives and powers

5. Share Capital: Details of authorized share capital, classes of shares, and rights attached

6. Members and Shareholding: Rules regarding membership, share transfers, and share certificates

7. General Meetings: Procedures for conducting general meetings, voting rights, and resolutions

8. Directors: Appointment, removal, powers, and duties of directors

9. Board Meetings: Procedures for board meetings, quorum, and voting

10. Company Secretary: Role and responsibilities of the company secretary

11. Seal: Provisions regarding the company seal and its use

12. Accounts and Audit: Requirements for financial records, accounts, and auditing

13. Notices: Methods and requirements for giving notices to members

14. Winding Up: Procedures for company dissolution and asset distribution

Optional Sections

1. Preference Shares: Detailed provisions for preference shares, used when the company plans to issue different classes of shares

2. Share Buy-back: Procedures for the company to purchase its own shares, included if this flexibility is desired

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

4. Alternate Directors: Provisions allowing directors to appoint alternates, useful for larger companies

5. Borrowing Powers: Specific provisions regarding company's borrowing powers and limitations

6. Indemnity and Insurance: Additional protection for directors and officers, recommended for larger companies

7. Tag-Along Rights: Minority shareholder protections, useful for companies with significant minority investors

8. Pre-emptive Rights: Detailed provisions for existing shareholders' rights to purchase new shares

9. Dividend Policy: Specific procedures for dividend declarations and payments

Suggested Schedules

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

2. First Directors: List of initial directors and their details

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

4. Share Certificate Format: Template for share certificates

5. Special Rights: Details of any special rights attached to different share classes

6. Reserved Matters: List of decisions requiring special approval procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions













































Clauses





































Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Agriculture

Transportation

Construction

Education

Professional Services

Mining

Telecommunications

Entertainment

Hospitality

Relevant Teams

Legal

Compliance

Corporate Secretariat

Board of Directors

Executive Management

Corporate Governance

Risk Management

Shareholder Relations

Finance

Administrative

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Chief Financial Officer

Chief Operating Officer

Corporate Governance Officer

Risk Manager

Legal Director

Managing Director

Board Chairman

Company Registrar

Shareholder Relations Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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