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