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Model Articles Of Association For Private Companies

Model Articles Of Association For Private Companies Template for Nigeria

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Model Articles Of Association For Private Companies

"I need Model Articles of Association For Private Companies for my Nigerian technology startup that will be incorporated in March 2025, with a simple share structure of 1,000,000 ordinary shares and basic governance provisions suitable for a company with three founding shareholders who will all serve as directors."

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Document background
Model Articles of Association For Private Companies serve as the primary constitutional document for private companies in Nigeria, establishing the framework for corporate governance and internal management. This document is required during company incorporation under the Companies and Allied Matters Act (CAMA) 2020 and must be filed with the Corporate Affairs Commission (CAC). It contains essential provisions regarding share capital, shareholder rights, director duties, meeting procedures, and corporate administration. The document is particularly crucial as it defines the relationship between the company and its stakeholders while ensuring compliance with Nigerian corporate law. Companies may adopt these model articles in their entirety or modify them to suit their specific needs while maintaining compliance with legal requirements.
Suggested Sections

1. Interpretation: Definitions of key terms used throughout the Articles and rules for interpreting the document

2. Private Company Status: Declaration of private company status and restrictions on share transfers and public offerings

3. Share Capital and Variation of Rights: Details of share capital structure, classes of shares, and procedures for varying share rights

4. Share Certificates: Provisions regarding the issuance, replacement, and format of share certificates

5. Transfer of Shares: Procedures and restrictions for transferring shares between parties

6. General Meetings: Rules for conducting general meetings, including notice requirements, proceedings, and voting

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

8. Decision-Making by Directors: Procedures for director meetings, voting, and written resolutions

9. Secretary: Appointment, duties, and powers of the company secretary

10. Dividends and Other Distributions: Rules governing the declaration and payment of dividends

11. Administrative Arrangements: General administrative provisions including company communications and record-keeping

Optional Sections

1. Pre-emption Rights: Detailed provisions for existing shareholders' rights to purchase new shares (recommended for companies with multiple shareholders)

2. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders in case of company sale (useful for companies with venture capital or significant minority shareholders)

3. Share Classes and Rights: Detailed provisions for different share classes if the company plans to have multiple share classes

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

5. Executive Officers: Provisions for appointment and powers of executive officers beyond directors (useful for larger companies)

Suggested Schedules

1. Schedule 1: Share Capital Structure: Detailed breakdown of initial share capital, including number and classes of shares

2. Schedule 2: First Directors and Secretary: Details of initial directors and company secretary upon incorporation

3. Schedule 3: Matters Requiring Special Resolution: List of decisions requiring special resolution approval

4. Schedule 4: Share Transfer Form: Template form for share transfers

5. Schedule 5: Proxy Form: Standard form for appointing proxies for general meetings

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


















































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Relevant Industries

Manufacturing

Technology

Financial Services

Retail

Real Estate

Professional Services

Healthcare

Agriculture

Energy

Transportation

Education

Construction

Mining

Telecommunications

Entertainment

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Affairs

Board of Directors

Executive Management

Risk Management

Shareholder Relations

Corporate Governance

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Chief Financial Officer

Managing Director

Corporate Governance Officer

Risk Manager

Board Chairman

Company Director

Legal Administrator

Corporate Affairs Manager

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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