Articles of Incorporation for a Close Corporation are required when establishing a private company with restricted share transferability in Nigeria. This document, governed by the Companies and Allied Matters Act (CAMA) 2020, serves as the company's constitutional document and must be filed with the Corporate Affairs Commission. The Articles outline the company's name, registered office, share capital structure, management framework, and operational guidelines. Unlike public companies, close corporations typically have fewer shareholders, stricter share transfer restrictions, and more direct shareholder involvement in management. The document is particularly suitable for family businesses, professional practices, and small to medium-sized enterprises seeking to maintain tight control over ownership and operations while enjoying corporate benefits.
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1. Article I - Name and Purpose: States the corporation's name and primary business purpose as approved by the Corporate Affairs Commission
2. Article II - Registered Office and Agent: Specifies the registered office address and details of the registered agent in Nigeria
3. Article III - Share Capital Structure: Details of authorized share capital, classes of shares, and par value
4. Article IV - Shareholders: Identifies initial shareholders and their shareholdings, including restrictions on share transfers typical for close corporations
5. Article V - Directors and Management: Establishes the board structure, appointment process, and management provisions
6. Article VI - Meetings: Procedures for shareholder and director meetings, including notice requirements and voting rights
7. Article VII - Corporate Powers: Enumeration of the corporation's powers within Nigerian law
8. Article VIII - Amendments: Procedures for amending the Articles of Incorporation
9. Article IX - Dissolution: Procedures for voluntary dissolution and distribution of assets
1. Article X - Pre-emptive Rights: Detailed provisions for existing shareholders' rights to purchase new shares before they're offered to others
2. Article XI - Buy-Sell Provisions: Specific procedures for share transfers in case of death, retirement, or voluntary exit
3. Article XII - Dispute Resolution: Procedures for resolving internal disputes through mediation or arbitration
4. Article XIII - Non-Compete Provisions: Restrictions on shareholders engaging in competing businesses
5. Article XIV - Tag-Along and Drag-Along Rights: Special provisions for share sales involving majority shareholders
1. Schedule 1 - Initial Shareholders: Detailed list of initial shareholders with their complete information and shareholdings
2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes, rights, and restrictions
3. Schedule 3 - Initial Directors: List of first directors with their details and consent forms
4. Schedule 4 - Corporate Objects: Detailed description of business activities and objectives
5. Appendix A - Consent Forms: Signed consent forms from initial directors and shareholders
6. Appendix B - CAC Forms: Completed Corporate Affairs Commission forms required for registration
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