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Memorandum Of Association Model

Memorandum Of Association Model Template for Nigeria

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Key Requirements PROMPT example:

Memorandum Of Association Model

"I need a Memorandum of Association Model for a new tech startup in Lagos, to be incorporated by March 2025, with provision for foreign investment and multiple share classes, including preference shares for venture capital investors."

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Document background
The Memorandum of Association Model is a crucial document required for company registration and incorporation in Nigeria, governed by the Companies and Allied Matters Act (CAMA) 2020. This document must be filed with the Corporate Affairs Commission (CAC) as part of the incorporation process and serves as the company's constitution in its dealings with the outside world. It contains fundamental information about the company including its name, registered office, objects, liability status, and share capital structure. The Memorandum of Association is particularly important as it defines the scope of the company's permissible activities and serves as a public document that anyone dealing with the company can refer to. Under Nigerian law, any action taken by the company beyond the powers set out in its Memorandum of Association is considered ultra vires and may be void.
Suggested Sections

1. Company Name Clause: States the registered name of the company as approved by CAC

2. Registered Office Clause: Specifies that the registered office of the company will be situated in Nigeria

3. Objects Clause: Details the primary and ancillary business activities that the company is authorized to undertake

4. Liability Clause: Declares whether the company is limited by shares, guarantee, or unlimited, and states members' liability

5. Share Capital Clause: States the authorized share capital, types of shares, and nominal value of each share

6. Association Clause: Contains subscribers' declaration to form a company and take up shares

Optional Sections

1. Restricted Objects Clause: Used when the company wishes to restrict its activities to specific business areas or sectors

2. Pre-incorporation Contracts Clause: Added when there are contracts made before incorporation that need to be ratified

3. Special Rights Provisions: Include when creating different classes of shares with special rights or restrictions

4. Foreign Participation Clause: Required when foreign investors are involved, specifying compliance with NIPC requirements

5. Borrowing Powers: Optional clause specifying the extent and nature of company's borrowing powers

Suggested Schedules

1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes, rights, and initial allocation

2. Schedule 2: Subscribers' Information: Details of initial subscribers including names, addresses, occupation, and number of shares taken

3. Schedule 3: Objects Specification: Detailed list of specific business activities within the general objects

4. Appendix A: Form CAC 1.1: Mandatory CAC form for company registration to be attached

5. Appendix B: Consent Letters: Letters of consent from directors and secretary if appointed at incorporation

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

Manufacturing

Technology

Real Estate

Oil and Gas

Agriculture

Healthcare

Education

Retail

Construction

Transportation

Professional Services

Mining

Telecommunications

Entertainment

Hospitality

Relevant Teams

Legal

Compliance

Corporate Secretariat

Board of Directors

Executive Management

Corporate Affairs

Risk Management

Finance

Business Development

Corporate Governance

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Managing Director

Chief Executive Officer

Board Director

Chief Legal Officer

Company Registrar

Corporate Governance Officer

Business Development Manager

Chief Financial Officer

Investment Manager

Risk Manager

Corporate Affairs 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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