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Charter Articles Of Incorporation
"I need Charter Articles of Incorporation for a Nigerian tech startup with planned foreign investment, incorporating by March 2025, with multiple share classes including preference shares for investors and special provisions for employee stock options."
1. Name Clause: States the registered name of the company as approved by the Corporate Affairs Commission
2. Registered Office: Specifies the official registered address of the company in Nigeria
3. Objects Clause: Details the purpose and permitted business activities of the company
4. Liability Clause: Declares whether the company is limited by shares, guarantee, or unlimited
5. Share Capital: States the authorized share capital and structure of shares
6. Association Clause: Declaration of the subscribers' desire to form a company and take shares
7. Board of Directors: Provisions regarding appointment, removal, and powers of directors
8. Meetings: Rules for conducting shareholder and board meetings
9. Share Transfer and Transmission: Procedures for transferring shares and restrictions if any
10. Corporate Seal: Provisions regarding the company seal and its use
1. Pre-emptive Rights: Used when shareholders should have first right to purchase new shares - recommended for private companies
2. Tag-Along Rights: Include when minority shareholders should have the right to join in the sale of shares by majority shareholders
3. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join in the sale of shares
4. Specialized Committees: Include when the company wants to establish specific committees like audit or remuneration committees
5. External Directors: Include provisions for independent directors when planning for future public listing or enhanced governance
6. Alternative Dispute Resolution: Include when shareholders prefer arbitration or mediation over court proceedings
7. Industry-Specific Compliance: Include when company operates in regulated sectors like banking or insurance
1. Schedule 1: Initial Subscribers: Details of founding shareholders including names, addresses, and shareholding
2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and restrictions
3. Schedule 3: First Directors: Names and details of the first directors of the company
4. Schedule 4: Board Procedures: Detailed procedures for board meetings and decision-making
5. Schedule 5: Share Certificate Form: Template for share certificates to be issued by the company
6. Appendix A: Proxy Form: Standard form for appointing proxies for shareholder meetings
7. Appendix B: Special Rights: Detailed description of any special rights attached to different share classes
Authors
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Agriculture
Transportation
Education
Professional Services
Construction
Mining
Telecommunications
Entertainment
Hospitality
Legal
Corporate Secretariat
Compliance
Corporate Affairs
Board of Directors
Executive Management
Risk Management
Corporate Governance
Regulatory Affairs
Administrative
Chief Executive Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Board Director
Chief Financial Officer
Managing Director
Corporate Governance Officer
Risk Manager
Legal Administrator
Business Development Manager
Investment Officer
Corporate Affairs Manager
Regulatory Affairs Director
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