Articles of Organization For a Domestic Limited Liability Company is a crucial document required for establishing an LLC in Nigeria under the Companies and Allied Matters Act (CAMA) 2020. This document must be filed with the Corporate Affairs Commission (CAC) and serves as the company's founding charter. It is used when entrepreneurs or businesses want to form a limited liability company in Nigeria, providing protection for members' personal assets while establishing a formal business structure. The document contains essential information including the company's name, registered address, business purposes, management structure, member rights and responsibilities, and capital contribution requirements. It must comply with Nigerian law and CAC regulations, and once approved, becomes the foundational document that governs the company's existence and operations. This document is particularly important as it establishes the legal framework under which the LLC will operate and serves as a reference point for future company decisions and disputes.
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1. Article 1: Name and Formation: States the name of the LLC and declares its formation under Nigerian law
2. Article 2: Registered Office: Specifies the registered office address and requirements for changing it
3. Article 3: Purpose and Powers: Describes the company's business purposes and general powers
4. Article 4: Duration: States the duration of the company (usually perpetual unless specified otherwise)
5. Article 5: Members: Details membership requirements, rights, and obligations
6. Article 6: Capital Contribution: Specifies initial capital contributions and rules for additional contributions
7. Article 7: Management Structure: Outlines the management structure, including appointment of managers and their powers
8. Article 8: Meetings: Details procedures for member and management meetings
9. Article 9: Voting Rights: Specifies voting rights and procedures for decision-making
10. Article 10: Transfer of Interests: Rules governing the transfer of membership interests
11. Article 11: Dissolution: Procedures for company dissolution and winding up
1. Article on Foreign Investment: Required when foreign investors are involved, detailing compliance with NIPC regulations
2. Article on Share Classes: Used when the LLC will have different classes of membership interests with varying rights
3. Article on Restrictive Covenants: Include when specific non-compete or confidentiality provisions are needed
4. Article on Advisory Board: When the LLC wishes to establish an advisory board separate from management
5. Article on Dispute Resolution: Detailed dispute resolution procedures beyond standard legal requirements
1. Schedule 1: Member Information: Details of initial members including names, addresses, and contribution amounts
2. Schedule 2: Initial Managers: List of initial managers and their contact information
3. Schedule 3: Capital Contributions: Detailed breakdown of initial capital contributions and their forms (cash, property, etc.)
4. Schedule 4: Business Plan: Optional detailed business plan and initial operations strategy
5. Appendix A: Forms: Standard forms for membership transfers, notices, and other routine matters
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