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The Memorandum of Association is the document that contains the fundamental conditions upon which a company is allowed to operate. This document contains the name of the company, the purpose for which the company was created, if the company is limited by shares, the total amount of money that has been raised by the company in exchange for shares and the particulars of shareholders of the company.
The purpose of this document is to enable members, creditors and anyone who deals with the company to know what the company is allowed to operate in. It informs all persons about the type of company it is, the members of the company at formation, the shareholding structure of the company (if it is a Company Limited by Shares) and what the company is formed to do.
The most important clause is the object of the company. This clause states the nature of business of the company. All the businesses the company intends to engage in must be stated in the object clause because a company can not engage in any activity that is completely different from what was stated in the object clause.
Note that a company will not be penalized if it does not fulfill all its mandate in the object clause; it will only be penalized if it does anything completely different from what is stated in the object clause.
How to use this document
This document can be used by Company Limited by Shares, Company Limited by Guarantee and Unlimited Liability Company. It can not be used by a Business Name and Incorporated Trustee.
This document can be used by a company that intends to change any clause in its Memorandum. This document is required to be filled out, printed and signed by all the subscribers of the company. After this is done, this document should be filed along with a special resolution by the members of the company authorizing or approving any change in this Memorandum at the Corporate Affairs Commission (CAC) which is the body that regulates the affairs of companies in Nigeria.
Note that if the company intends to provide professional services such as Consultancy, Engineering, Advisory services etc. a certificate of proficiency will be required by CAC. For example, if the company intends to provide accounting services, one or more directors of the company must provide a Certificate showing that he or she has the license to practise as a professional accountant in Nigeria.
Also, where there are more than 10 subscribers who are shareholders of the company, there is another form created in this document that asks for the particulars of the subscriber. This form should be printed and filled out by the remaining subscribers and it should be attached to this Memorandum.
The Companies and Allied Matters Act, 2004 is the applicable law.
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