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Model Articles of Association are standardized templates provided by Nigeria's Corporate Affairs Commission that set out the basic rules for running a company. They act as a default constitution, covering essential matters like shareholder meetings, director appointments, and decision-making processes.

Companies can adopt these model articles exactly as they are, modify them to suit specific needs, or create entirely new ones. Most small and medium-sized Nigerian businesses use them as their starting point since they're pre-approved under the Companies and Allied Matters Act and save time and legal costs during incorporation.

Model Articles of Association prove most valuable when registering a new company with Nigeria's Corporate Affairs Commission. They're especially useful for entrepreneurs and small business owners who need a quick, legally-sound foundation without extensive legal consultation costs.

Many businesses adopt these model articles during startup phases, company restructuring, or when updating outdated governance rules. They're particularly helpful for standard private companies with straightforward ownership structures. For companies with complex arrangements like preference shares or specific voting rights, customizing these model articles with professional legal guidance makes more sense.

• Model Articles Of Association For Private Companies: Standard template for most private businesses, covering basic governance, shares, and management structures
• Company Limited By Guarantee Model Articles: Specialized version for non-profit organizations and charities, focusing on member rights and non-profit operations
• Memorandum Of Association Model: Complementary document defining external company relations and objectives, often used alongside articles for complete incorporation

• Company Directors: Must understand and follow the Model Articles of Association daily, as they guide decision-making and management responsibilities
• Corporate Lawyers: Draft, review, and modify these articles to ensure compliance with Nigerian law while meeting specific company needs
• Shareholders: Rely on these articles to understand their rights, voting procedures, and dividend entitlements
• Company Secretary: Maintains and implements the articles, ensuring proper governance and regulatory compliance
• Corporate Affairs Commission: Reviews and approves articles during company registration, ensuring they meet legal requirements

• Company Details: Gather your proposed company name, registered address, and business objectives
• Share Structure: Decide on share classes, rights, and initial allocation among shareholders
• Management Framework: Plan your director appointment process and board meeting procedures
• Decision Powers: Define voting rights and majority requirements for key company decisions
• Template Selection: Choose the appropriate Model Articles template from our platform based on your company type
• Customization Points: Identify specific clauses needing modification to match your business needs

• Company Name: Full legal name and registration number as approved by CAC
• Share Capital: Details of authorized share capital, types of shares, and rights attached
• Director Powers: Clear outline of directors' authority, duties, and appointment procedures
• Meeting Rules: Procedures for general meetings, voting rights, and quorum requirements
• Transfer Provisions: Rules governing share transfers and pre-emptive rights
• Member Rights: Specific rights and obligations of shareholders or members
• Dissolution Terms: Procedures for winding up the company and asset distribution

Model Articles of Association are often confused with the Memorandum of Association, but they serve distinct purposes in Nigerian corporate law. While both documents are crucial for company formation, they handle different aspects of your business structure.

• Internal vs External Focus: Model Articles govern internal operations and relationships between company members, while the Memorandum defines the company's relationship with the outside world
• Content Scope: Model Articles cover operational rules, management procedures, and shareholder rights, whereas the Memorandum states business objectives and limitations
• Modification Process: Model Articles can be amended through special resolutions by shareholders, but changing the Memorandum often requires regulatory approval
• Legal Function: Model Articles serve as the company's internal constitution, while the Memorandum establishes the company's legal existence and powers