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Articles of Association Fill out the template

Articles of Association

Last revision
Last revision 25/09/2018
Formats
Formats Word and PDF
Size
Size 10 to 15 pages
Fill out the template

About the template

Last revision: 25/09/2018

Size: 10 to 15 pages

Available formats: Word and PDF

Fill out the template

Articles of Association

An Articles of Association is a document which forms the company's constitution. It is the document that regulates the affairs of the company as it defines the roles and responsibilities of directors and the means by which the members of the company exert control over the board of directors.

The contents of the articles include: classes of shares, the preemptive rights of members of the company, transfer and transmission of the shares of the company. It also includes the powers and responsibilities of the directors and their limits, director meetings, quorum, the appointment of the managing director and chairman, special voting rights of the chairman, alternate directors, disqualification of director, general meetings, company secretary, winding up provisions etc.

There are four types of companies that can use this document namely:

  • Private Company Limited by Shares. This is the most common type of company. The liability of the members is limited by the unpaid shares the shareholders hold in the company. What this means is that in the event of winding up, the members are only liable to pay such amount of unpaid shares (if any). The membership of the company is between 2-50 members. That is the members of this company must not exceed 50. The articles of association of this company must restrict the transfer of shares of the members of the company. Also, this type of company does not offer its shares to the members of the public. The name of the company must end with "Limited".
  • Public Company Limited by Shares. This is similar to the private company limited by shares but it can invite the members of the public to subscribe to its shares (that is, it may be listed on the Nigerian Stock Exchange). There is no limit to the membership of the company. The name of the company must end with "PLC".
  • Unlimited Liability Companies. An unlimited liability company is a company that has no restriction on the responsibility of the members of the company. Consequently, members of an unlimited liability company will be held responsible for all the debts of the company until the debts are fully paid and there is no extent of their liability. The name of the company must end with "Unlimited".
  • Company Limited by Guarantee. A company limited by guarantee is a company usually used for non-profit organizations, the members are only responsible for the debts of the company to the extent of the amount they have undertaken to contribute. This company does not offer shares, it does not have share capital. The name of the company must end with "LTD/GTE" or "Limited by Guarantee".

 

How to use this document

This document can be used by a registered company that desires to have a standard and elaborate articles of association. It can also be adopted by a company in accordance with the company's current provisions for amendment of the articles of association.

This articles is to be used by a registered company as it gives more elaborate and specific provisions relating to the affairs of the company.

After this document is created, the person witnessing the document must sign and the company is required to file this document along with the Memorandum of Association of the company and a special resolution of the company adopting this articles at the Corporate Affairs Commission (the apex regulatory body for companies). The special resolution requires 75% vote of the members of the company.

Note that the articles regulates the affairs of the company and the provisions of the articles must be complied with.

 

Applicable Law

The Companies and Allied Matters Act is the applicable law.

 

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