Articles of Association

An Articles of Association is a document which forms a 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). Under the new law, only one person can incorporate a private company, which means a private company should have a minimum of one member. 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".

Note that this document has been revised to include the amendments contained in the new Companies and Allied Matters Act, 2020.

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 document may be used during incorporation and after incorporation to amend an already existing memorandum of association.

If this document will be used to amend an already-existing Memorandum, it should be completed, printed, and signed by all the subscribers of the company. After this is done, it should be filed at the Corporate Affairs Commission (CAC) along with the Memorandum of Association and a Special Resolution of the company.

Applicable Law

The Companies and Allied Matters Act, 2020 applies to this document.

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.