A Deed of Association is essential when establishing a formal association in Nigeria, whether for professional, trade, or social purposes. This document is required under Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, and must be properly executed and stamped to be legally valid. The deed outlines crucial information including the association's objectives, membership structure, governance framework, and operational procedures. It serves as the foundational document that members and management must adhere to, ensuring proper organization and administration of the association's affairs. The document is particularly important for groups seeking to establish a formal structure while maintaining flexibility in operations, as opposed to incorporating as a company.
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1. Parties: Identifies all parties entering into the association, including their full legal names, addresses, and registration details if applicable
2. Background: Sets out the context and purpose for forming the association
3. Definitions and Interpretation: Defines key terms used throughout the deed and establishes interpretation rules
4. Formation of Association: Declares the formal establishment of the association and its legal status
5. Objects and Powers: Details the primary objectives of the association and its powers to carry out these objectives
6. Membership: Establishes classes of membership, admission criteria, and membership rights and obligations
7. Management Structure: Outlines the governance structure, including management committees and their roles
8. Meetings and Voting: Details procedures for general meetings, voting rights, and decision-making processes
9. Financial Provisions: Covers financial management, including subscriptions, fees, and handling of association funds
10. Dissolution: Procedures for dissolving the association and disposing of assets
11. Governing Law: Specifies Nigerian law as the governing law and relevant jurisdiction
12. Execution: Formal execution block for parties to sign the deed
1. Dispute Resolution: Include when specific dispute resolution procedures are desired beyond court jurisdiction
2. Intellectual Property Rights: Include when the association will own or manage intellectual property
3. Committees: Include when the association requires specific sub-committees beyond the main management structure
4. Branch Offices: Include when the association plans to establish multiple locations
5. Foreign Membership: Include when the association accepts international members
6. Asset Management: Include when the association owns or manages significant assets
7. Code of Conduct: Include when specific behavioral standards need to be established for members
1. Schedule 1 - Initial Members: List of founding members with their details and contributions
2. Schedule 2 - Membership Categories and Fees: Detailed breakdown of different membership types and associated fees
3. Schedule 3 - Management Committee Rules: Specific rules and procedures for management committee operations
4. Schedule 4 - Meeting Procedures: Detailed procedures for conducting various types of meetings
5. Appendix A - Forms: Standard forms for membership applications, nominations, and other administrative processes
6. Appendix B - Code of Ethics: Detailed ethical guidelines for members if applicable
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