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Article Of Association Form

Article Of Association Form Template for Nigeria

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Key Requirements PROMPT example:

Article Of Association Form

"I need an Article of Association Form for a Nigerian tech startup with multiple share classes, planning to seek venture capital funding in March 2025, with specific provisions for tag-along rights and electronic voting at general meetings."

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Document background
The Article of Association Form is a mandatory document required for company incorporation in Nigeria under the Companies and Allied Matters Act (CAMA) 2020. This document must be filed with the Corporate Affairs Commission (CAC) during company registration and serves as the foundation for corporate governance. It contains essential provisions regarding share capital, shareholders' rights, directors' duties, meeting procedures, and other crucial aspects of company management. The Articles of Association can be modified to suit specific business needs while complying with Nigerian law, making it relevant for both private and public companies. It's particularly important as it forms a binding contract governing the relationships between the company, its shareholders, and directors within the Nigerian jurisdiction.
Suggested Sections

1. Company Name and Registration: Specifies the company's name and registration details as per CAMA requirements

2. Registered Office: States the location of the company's registered office in Nigeria

3. Objects of the Company: Details the business purposes and activities the company is authorized to undertake

4. Share Capital: Specifies the authorized share capital, types of shares, and rights attached to different classes of shares

5. Members and Shareholding: Defines membership rules, share transfer procedures, and shareholders' rights

6. General Meetings: Rules for conducting annual and extraordinary general meetings, including notice periods and voting procedures

7. Directors: Appointment, removal, powers, and duties of directors, including board meeting procedures

8. Company Secretary: Appointment, duties, and responsibilities of the company secretary

9. Dividends and Reserves: Rules governing dividend declaration, payment, and maintenance of reserves

10. Accounts and Audit: Requirements for maintaining accounts, appointing auditors, and conducting audits

11. Notices: Procedures for giving notices to members and communications

12. Winding Up: Procedures and rules for company dissolution and winding up

Optional Sections

1. Pre-emptive Rights: Used when shareholders should have first right to purchase new shares or existing shares for sale

2. Share Classes and Rights: Needed when company has multiple classes of shares with different rights

3. Restrictive Covenants: Used for private companies to restrict competition or protect confidential information

4. Tag-Along and Drag-Along Rights: Important for companies anticipating future sale or investment scenarios

5. Electronic Communications: Modern provision for companies wanting to enable digital communications and meetings

6. Corporate Social Responsibility: For companies wanting to embed CSR commitments in their constitution

7. Alternate Directors: Used when company wants to allow directors to appoint alternates

8. Borrowing Powers: Detailed provisions on directors' borrowing powers and limitations

Suggested Schedules

1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes, nominal values, and rights

2. Schedule 2: First Directors: List of first directors and their details at incorporation

3. Schedule 3: Proxy Form: Standard form for appointing proxies for general meetings

4. Schedule 4: Share Certificate Format: Template for share certificates

5. Appendix A: Seal: Description and rules for use of company seal

6. Appendix B: Board Reserved Matters: List of decisions requiring board approval

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions









































Clauses







































Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Agriculture

Transportation

Construction

Education

Professional Services

Mining

Telecommunications

Entertainment

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Compliance

Board of Directors

Corporate Affairs

Risk Management

Corporate Governance

Executive Management

Regulatory Affairs

Finance

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Executive Officer

Board Director

Corporate Governance Officer

Chief Legal Officer

Managing Director

Company Registrar

Chief Financial Officer

Corporate Affairs Manager

Risk Manager

Board Chairman

Investment Officer

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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