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Company Articles Of Association

Company Articles Of Association Template for Nigeria

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Key Requirements PROMPT example:

Company Articles Of Association

"I need Company Articles of Association for a new Nigerian tech startup to be incorporated in January 2025, with a simple share structure and provisions for virtual board meetings."

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Document background
Company Articles of Association are mandatory constitutional documents required for every company incorporated in Nigeria under the Companies and Allied Matters Act (CAMA) 2020. They serve as the foundation for corporate governance, detailing the relationships between shareholders, directors, and the company itself. This document is essential during company formation and continues to govern the company's internal affairs throughout its existence. It must be filed with the Corporate Affairs Commission (CAC) during incorporation and any subsequent amendments require special shareholder approval. The Articles typically include provisions about share capital, transfer of shares, appointment of directors, meeting procedures, voting rights, and other crucial operational matters. They can be customized to suit specific business needs while remaining compliant with Nigerian law.
Suggested Sections

1. Preliminary: Contains the company name, registered office, and type of company (private/public)

2. Interpretation: Defines key terms used throughout the Articles

3. Share Capital and Variation of Rights: Details the company's share capital structure, classes of shares, and rights attached to shares

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

5. Lien on Shares: Company's rights over partly paid shares

6. Calls on Shares: Procedures for making calls on partly paid shares

7. Transfer and Transmission of Shares: Rules governing share transfers and transmission upon death

8. General Meetings: Procedures for convening and conducting shareholder meetings

9. Proceedings at General Meetings: Rules for conduct of meetings, voting, and proxies

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

11. Board Meetings: Procedures for board meetings and decision-making

12. Company Secretary: Appointment and duties of the company secretary

13. Dividends and Reserves: Rules for dividend declaration and distribution

14. Accounts and Audit: Requirements for financial records and auditing

15. Notices: Rules for giving notices to members

16. Winding Up: Procedures for company dissolution

17. Indemnity and Insurance: Protection for directors and officers

Optional Sections

1. Pre-emption Rights: Detailed provisions for existing shareholders' rights to purchase new shares - used when shareholders want stronger protection against dilution

2. Multiple Share Classes: Additional provisions for companies with different classes of shares, defining specific rights and restrictions

3. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders or enabling majority shareholders to force sale - used in companies with significant shareholders

4. Shareholder Reserved Matters: List of decisions requiring special shareholder approval - used when shareholders want greater control over key decisions

5. Corporate Groups: Special provisions for wholly-owned subsidiaries or group companies

6. Electronic Communications: Provisions for electronic notices and meetings - recommended for modern companies

7. Alternate Directors: Provisions allowing directors to appoint alternates - useful for international companies

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of share classes and rights

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

3. Virtual Meeting Procedures: Detailed procedures for conducting virtual or hybrid meetings

4. Directors' Written Resolution: Template for written resolutions of directors

5. Shareholders' Written Resolution: Template for written resolutions of shareholders

6. Schedule of Reserved Matters: Comprehensive list of matters requiring special approval

7. Share Transfer Form: Standard form for share transfers

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

Financial Services

Technology

Manufacturing

Retail

Healthcare

Energy

Agriculture

Transportation

Real Estate

Professional Services

Education

Construction

Mining

Telecommunications

Entertainment

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Affairs

Board of Directors

Executive Management

Risk Management

Corporate Governance

Shareholder Relations

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Governance Officer

Compliance Officer

Board Director

Managing Director

Chief Legal Officer

Corporate Affairs Manager

Risk Manager

Board Chairman

Chief Financial Officer

Company Registrar

Shareholder Relations Manager

Corporate Secretary

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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