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Limited Company Articles Of Association Template for Nigeria

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Key Requirements PROMPT example:

Limited Company Articles Of Association

"I need Limited Company Articles of Association for a Nigerian tech startup with three founding shareholders, including provisions for future equity financing rounds and employee share schemes, plus specific protections for minority shareholders."

Document background
Limited Company Articles of Association are a mandatory requirement for company incorporation in Nigeria under the Companies and Allied Matters Act (CAMA) 2020. This document serves as the company's constitution, outlining the rules for internal management, shareholding rights, director responsibilities, and corporate governance procedures. It must be filed with the Corporate Affairs Commission during incorporation and can be modified later through special resolution. The Articles bind the company, its directors, and shareholders in their corporate relationships and provide the framework for all major corporate decisions and operations. They are particularly crucial for establishing clear governance structures, dispute resolution mechanisms, and protecting shareholder interests while ensuring compliance with Nigerian corporate law.
Suggested Sections

1. Company Name and Type: Specifies the company's name and that it is a private company limited by shares

2. Registered Office: States the location of the company's registered office in Nigeria

3. Objects and Powers: Defines the business objectives and powers of the company

4. Share Capital: Details of authorized share capital, types of shares, and rights attached to shares

5. Members and Shareholding: Rules regarding membership, share transfers, and shareholder rights

6. General Meetings: Procedures for conducting general meetings, voting rights, and resolutions

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

8. Board Meetings: Procedures for board meetings, quorum, and voting

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

10. Dividends and Reserves: Rules for dividend declaration and creation of reserves

11. Accounts and Audit: Requirements for financial records, accounts, and auditing

12. Notices: Methods and requirements for giving notices to members

13. Winding Up: Procedures for company dissolution and asset distribution

Optional Sections

1. Pre-emption Rights: Detailed procedures for existing shareholders' right of first refusal on new share issues or transfers - used when shareholders want strong control over ownership

2. Tag-Along and Drag-Along Rights: Special provisions for share sales - important for companies with significant shareholders or potential exit strategies

3. Share Classes: Detailed provisions for different share classes with varying rights - used when company wants complex share structures

4. Alternate Directors: Provisions for appointment of alternate directors - useful for companies with international boards or complex management structures

5. Electronic Communications: Provisions for electronic notices and meetings - important for modern companies wanting flexibility in communications

6. Conflict of Interest: Detailed procedures for handling director conflicts - important for companies with complex business relationships

7. Borrowing Powers: Specific limits and procedures for company borrowing - important for companies planning significant financing activities

Suggested Schedules

1. Share Capital Schedule: Details of initial shareholding and share classes

2. First Directors: List of first directors and their details

3. Matters Requiring Special Resolution: List of decisions requiring heightened shareholder approval

4. Pro-forma Share Transfer Forms: Standard forms for share transfers

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

6. Reserved Matters: List of decisions requiring specific shareholder or board approval thresholds

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

Technology

Manufacturing

Retail

Healthcare

Real Estate

Energy

Agriculture

Transportation

Professional Services

Education

Construction

Mining

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Affairs

Board of Directors

Executive Management

Risk Management

Corporate Governance

Investor Relations

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Chief Financial Officer

Corporate Governance Officer

Managing Director

Board Chairman

Company Director

Legal Director

Corporate Affairs Manager

Risk Manager

Investment 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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