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Memorandum And Articles Of Association Of General Trading Company

Memorandum And Articles Of Association Of General Trading Company Template for Nigeria

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Memorandum And Articles Of Association Of General Trading Company

"I need a Memorandum and Articles of Association of General Trading Company for a small import-export business in Nigeria, with a simple share structure of 1,000,000 ordinary shares and basic provisions for three directors who will all have equal voting rights."

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Document background
The Memorandum and Articles of Association of General Trading Company is a mandatory legal document required for company incorporation in Nigeria under the Companies and Allied Matters Act (CAMA) 2020. This document is essential when establishing a new trading company or modifying an existing company's constitutional framework. It contains crucial information about the company's objectives, particularly focused on general trading activities, share capital structure, internal management procedures, and shareholder rights. The document must be filed with the Corporate Affairs Commission (CAC) and serves as the company's constitution, binding the company and its members. It's particularly important for trading companies as it needs to encompass a broad range of commercial activities while complying with Nigerian regulatory requirements and providing flexibility for future business expansion.
Suggested Sections

1. Company Name and Details: States the company name, registration number, and type of company (private limited by shares)

2. Registered Office: Specifies the location of the company's registered office in Nigeria

3. Objects of the Company: Detailed description of the business activities and purposes the company intends to undertake

4. Liability Clause: Statement that members' liability is limited to the amount unpaid on shares

5. Share Capital: Details of the authorized share capital, types of shares, and nominal value

6. Membership: Rules regarding membership, share transfers, and shareholders' rights

7. Directors and Management: Provisions regarding appointment, removal, powers, and duties of directors

8. Meetings: Rules for conducting general meetings and board meetings

9. Voting Rights: Procedures for voting at meetings and decision-making processes

10. Financial Matters: Provisions regarding accounts, audits, dividends, and reserves

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

12. Winding Up: Procedures for dissolution and winding up of the company

Optional Sections

1. Preference Shares: Include when the company plans to issue different classes of shares with varying rights and privileges

2. Pre-emption Rights: Include when existing shareholders should have first right to purchase new shares

3. Alternate Directors: Include when the company wants to allow directors to appoint alternates

4. Managing Director: Include when the company wants specific provisions for appointing a managing director

5. Share Transfer Restrictions: Include when specific restrictions on share transfers are needed beyond standard provisions

6. Borrowing Powers: Include when specific limits or procedures for company borrowing need to be defined

Suggested Schedules

1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes, rights, and initial shareholding

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

3. Schedule 3: Subscribers: List of initial subscribers and their shareholdings

4. Schedule 4: Proxy Form: Standard form for appointing proxies for meetings

5. Schedule 5: Share Certificate Format: Template for share certificates to be issued by the company

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions









































Clauses




































Relevant Industries

Retail

Import/Export

Distribution

Wholesale

E-commerce

Manufacturing

Agriculture

Fast-Moving Consumer Goods (FMCG)

General Merchandise

Commodities Trading

Industrial Supply

Consumer Goods

Logistics

International Trade

Relevant Teams

Legal

Corporate Secretariat

Compliance

Board of Directors

Executive Management

Corporate Governance

Risk Management

Commercial Operations

Trade Operations

Business Development

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Managing Director

Chief Operating Officer

Corporate Governance Officer

Business Development Manager

Risk Manager

Commercial Director

Trade Operations Manager

Legal Administrator

Company Registrar

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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