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Articles Of Association For Company Limited By Guarantee

Articles Of Association For Company Limited By Guarantee Template for Nigeria

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Articles Of Association For Company Limited By Guarantee

"I need Articles of Association for a Company Limited by Guarantee in Nigeria for a new educational foundation launching in March 2025, with specific provisions for multiple regional branches and virtual board meetings."

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Document background
Articles of Association For Company Limited By Guarantee are essential founding documents required for registering and operating non-profit organizations in Nigeria. This document is mandated by the Companies and Allied Matters Act (CAMA) 2020 and must be filed with the Corporate Affairs Commission during company registration. It outlines the organization's objectives, governance structure, membership requirements, and operational procedures. The document is particularly crucial for entities where members guarantee a nominal amount in the event of winding up, rather than holding shares. It serves as the primary reference for resolving internal disputes, guiding decision-making processes, and ensuring compliance with Nigerian corporate law requirements. Organizations typically adopt these Articles when establishing charitable institutions, professional associations, educational bodies, or other non-profit entities.
Suggested Sections

1. Preliminary: Contains the interpretation clause and definitions of terms used throughout the document

2. Objects: States the purposes for which the company is established and its non-profit nature

3. Members: Details the provisions relating to membership, including admission, cessation, and rights of members

4. General Meetings: Covers procedures for calling and conducting general meetings, voting rights, and resolutions

5. Directors: Establishes the composition of the board, appointment/removal procedures, powers, and duties

6. Powers and Duties of the Board: Details the specific authorities and responsibilities of the board of directors

7. Proceedings of Directors: Specifies procedures for board meetings, voting, and decision-making

8. Secretary: Outlines the appointment, duties, and powers of the company secretary

9. The Seal: Provisions regarding the company's common seal and its use

10. Financial Matters: Covers financial management, accounts, audits, and application of funds

11. Notices: Details how official communications should be made and received

12. Indemnity: Provisions for indemnifying officers and directors

13. Dissolution: Procedures and rules for winding up the company and asset distribution

Optional Sections

1. Branches: Include when the organization plans to establish multiple locations or chapters

2. Advisory Board: Include when the organization wants to establish a separate advisory body distinct from the main board

3. Specialized Committees: Include when specific standing committees need to be established in the articles

4. International Operations: Include when the organization plans to operate across borders

5. Alternate Directors: Include when the organization wants to allow for alternate directors

6. Electronic Meetings: Include specific provisions for virtual meetings and electronic communications

7. Dispute Resolution: Include detailed alternative dispute resolution procedures

Suggested Schedules

1. Schedule 1: Membership Application Form: Standard form for membership applications

2. Schedule 2: Proxy Form: Standard form for appointing proxies for general meetings

3. Schedule 3: Board Charter: Detailed guidelines for board operations and governance

4. Schedule 4: Code of Conduct: Ethical guidelines and behavior expectations for members and officers

5. Schedule 5: Standing Orders: Detailed procedures for conducting meetings

6. Schedule 6: Initial Members: List of founding members and their details

7. Schedule 7: Initial Directors: List of first directors and their details

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Non-Profit Organizations

Charitable Organizations

Educational Institutions

Religious Organizations

Professional Associations

Trade Associations

Sports Associations

Cultural Organizations

Research Institutions

Healthcare Organizations

Environmental Organizations

Social Services

Community Development

Arts and Culture

Relevant Teams

Legal

Compliance

Corporate Secretariat

Board of Directors

Administrative

Corporate Affairs

Regulatory Affairs

Governance

Risk Management

Executive Leadership

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Compliance Officer

Board Director

Trustee

Corporate Governance Officer

Non-Profit Executive Director

Administrative Director

Risk Manager

Regulatory Affairs Manager

Board Chairman

General Counsel

Corporate Affairs Manager

NGO Director

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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