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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 objects of the company.
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.
How to use this document
This document can be used by a company (Company Limited by Shares, Company Limited by Guarantee, or Unlimited Liability Company) that intends to change any clause in its Memorandum. However, it can not be used by organizations that are registered as Business Names or Incorporated Trustees.
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 a Special Resolution of the members of the company approving the amendments.
Also, where there are more than 10 subscribers to the Memorandum, 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.
Note that this document has been revised to include the amendments contained in the new Companies and Allied Matters Act, 2020.
The Companies and Allied Matters Act, 2020 is the applicable law.
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