Articles of Association of One Person Company is a mandatory document required for incorporating and operating a single-member company in Nigeria. This document became particularly relevant after the introduction of One Person Companies in the Companies and Allied Matters Act (CAMA) 2020, which modernized Nigerian company law to accommodate sole entrepreneurship in a corporate format. The document must include specific provisions for single-member operations, nominee arrangements, decision-making processes, and compliance requirements under Nigerian law. It serves as the company's constitution and is filed with the Corporate Affairs Commission during registration, establishing the framework for corporate governance, share capital structure, and operational procedures. The document is essential for entrepreneurs seeking to incorporate their businesses while maintaining sole ownership and limited liability protection.
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1. Interpretation: Definitions of key terms used throughout the Articles
2. Company Name and Type: Declaration of company name and its status as a One Person Company
3. Registered Office: Location of the company's registered office
4. Objects of the Company: Statement of the company's business objectives and permitted activities
5. Share Capital: Details of authorized share capital and share structure
6. Single Member Provisions: Specific provisions relating to the single member nature of the company
7. Powers and Duties of Single Member: Outline of the member's authority and responsibilities
8. Nominee Details: Information about the mandatory nominee who will act in case of member's death/incapacity
9. Directors: Provisions regarding appointment, removal, and powers of directors
10. Decision Making: Procedures for company decision-making and record-keeping
11. General Meetings: Requirements for holding and recording general meetings
12. Company Secretary: Provisions regarding the appointment and duties of the company secretary
13. Accounts and Audit: Requirements for maintaining accounts and conducting audits
14. Notices: Procedures for giving and receiving notices
15. Indemnity: Provisions for indemnifying officers of the company
16. Dissolution: Procedures for winding up the company
1. Business Activities: Detailed description of specific business activities when the company has a specialized focus
2. Branch Offices: Provisions for establishing and managing branch offices when company plans geographic expansion
3. Electronic Communications: Specific provisions for electronic meetings and communications when company operates digitally
4. Borrowing Powers: Detailed provisions regarding borrowing powers when company anticipates significant financing activities
5. Alternative Dispute Resolution: Procedures for resolving disputes through mediation or arbitration
6. Foreign Operations: Provisions for international business operations when company plans to operate internationally
1. Schedule 1: Share Capital Details: Detailed breakdown of share capital structure and rights
2. Schedule 2: Nominee Agreement: Terms of agreement with the nominated person
3. Schedule 3: Initial Directors: Details of first directors if different from single member
4. Schedule 4: Company Secretary Appointment: Terms of appointment for company secretary
5. Schedule 5: Business Plan: Initial business plan and objectives
6. Appendix A: Specimen Company Seal: Design and specifications of the company seal
7. Appendix B: Forms of Resolutions: Template formats for various types of resolutions
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