Business Articles of Incorporation are mandatory legal documents required when establishing a company in Nigeria under the Companies and Allied Matters Act (CAMA) 2020. This document is used during the initial company registration process and serves as the company's constitutional foundation throughout its existence. It contains crucial information about the company's structure, including share capital, management framework, and operational guidelines. The document must be filed with the Corporate Affairs Commission (CAC) and becomes a matter of public record. Articles of Incorporation are essential for both private and public companies in Nigeria, providing the legal basis for corporate governance and helping ensure compliance with Nigerian company law. The document can be amended through special resolutions as the company evolves, subject to CAC approval.
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1. Name of Company: States the proposed name of the company that has been approved by CAC
2. Registered Office: Specifies the registered office address of the company in Nigeria
3. Objects of the Company: Details the business purposes and activities the company is authorized to undertake
4. Limited Liability: Declaration that members' liability is limited by shares or guarantee
5. Share Capital: Details of authorized share capital, classes of shares, and nominal value
6. Shareholders' Rights: Defines the rights attached to different classes of shares and voting rights
7. Board of Directors: Structure, appointment, removal, and powers of the board of directors
8. Meetings: Procedures for conducting general meetings and board meetings
9. Corporate Seal: Provisions regarding the company seal and its use
10. Financial Records: Requirements for maintaining financial records and accounts
1. Pre-emptive Rights: Include when shareholders should have first right to purchase new shares before they're offered to others
2. Share Transfer Restrictions: Include when the company wants to restrict how shares can be transferred
3. Alternate Directors: Include when the company wants to allow directors to appoint alternates
4. Managing Director: Include when the company wants to specifically provide for a managing director position
5. Executive Committee: Include when the company wants to establish an executive committee structure
6. Borrowing Powers: Include detailed borrowing powers when the company anticipates significant financing activities
7. Foreign Ownership Provisions: Include when foreign investors are involved or anticipated
8. Arbitration Clause: Include when the company wants to specify arbitration for internal disputes
1. Schedule 1: Initial Subscribers: Details of the founding shareholders including names, addresses, and shareholdings
2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and initial allocation
3. Schedule 3: First Directors: Names and details of the first directors of the company
4. Schedule 4: Common Seal Format: Design and specifications for the company's common seal
5. Appendix A: Forms of Share Certificates: Templates for share certificates to be issued by the company
6. Appendix B: Proxy Forms: Standard forms for appointing proxies for meetings
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