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Charter Articles Of Incorporation Template for Nigeria

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Key Requirements PROMPT example:

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."

Document background
Charter Articles of Incorporation are essential documents required when establishing a new company in Nigeria or converting an existing business into an incorporated entity. These articles must comply with the Companies and Allied Matters Act (CAMA) 2020 and are filed with the Corporate Affairs Commission (CAC) as part of the company registration process. The document contains crucial information about the company's structure, including its name, registered office, objects, share capital, and governance rules. It serves as a fundamental reference point for shareholders, directors, and other stakeholders, defining their rights, responsibilities, and relationships within the company structure. The Articles of Incorporation must be carefully drafted to ensure compliance with Nigerian law while providing flexibility for future business growth and changes in corporate structure.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions








































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Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Agriculture

Transportation

Education

Professional Services

Construction

Mining

Telecommunications

Entertainment

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Affairs

Board of Directors

Executive Management

Risk Management

Corporate Governance

Regulatory Affairs

Administrative

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

Legal Administrator

Business Development Manager

Investment Officer

Corporate Affairs Manager

Regulatory Affairs 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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