Both public
and private companies, in order to secure their incorporation, must file
certain documents with the Register General of the Corporate affairs
Commission, Abuja. The principle and most important of these are the memorandum
and articles of association.
and private companies, in order to secure their incorporation, must file
certain documents with the Register General of the Corporate affairs
Commission, Abuja. The principle and most important of these are the memorandum
and articles of association.
The Memorandum of Association: Define the power of the company with regards to its
dealings with the outside world.
dealings with the outside world.
According to
Section 27 (1) of CAMD 1990, the memorandum of every company shall state: –
Section 27 (1) of CAMD 1990, the memorandum of every company shall state: –
(a) The name of the company
(b) That the registered office of the company
shall be situated in Nigeria.
shall be situated in Nigeria.
(c) The nature of the business or business
which the company is authorized to carry on, or, if the company is not formed
for the purpose of carrying on business, the nature of the object or objects
for which it is established.
which the company is authorized to carry on, or, if the company is not formed
for the purpose of carrying on business, the nature of the object or objects
for which it is established.
(d) The restriction, if any, on the powers of
the company;
the company;
(e) That the company is a private or public
company as the case may be.
company as the case may be.
(f) That liability of its members is limited
by shares or by guarantee or is unlimited, as the case may be.
by shares or by guarantee or is unlimited, as the case may be.
In Sub-Section (2), if the company
has a share capital: –
has a share capital: –
(a) The memorandum shall, also be state the
amount of authorized share capital, not being less than #10,000 in the case of
private company and #500,000 in the case of a public company, with which the
company propose to be registered, and the division there of into shares of a
fixed amount.
amount of authorized share capital, not being less than #10,000 in the case of
private company and #500,000 in the case of a public company, with which the
company propose to be registered, and the division there of into shares of a
fixed amount.
(b) The subscribers of the memorandum shall
take among them a total number of shares of the value not less than 25 percent
of the authorized share capital; and
take among them a total number of shares of the value not less than 25 percent
of the authorized share capital; and
(c) Each subscriber shall write opposite to his
name the number he takes.
name the number he takes.
In sub-section
(3), a subscriber of the memorandum who holds the whole or any part of the
shares subscribed by him in trust for any person shall disclose in the
memorandum that fact and the name of the beneficiary.
(3), a subscriber of the memorandum who holds the whole or any part of the
shares subscribed by him in trust for any person shall disclose in the
memorandum that fact and the name of the beneficiary.
According to
sub-section (4), the memorandum of company limited by guarantee shall also
state that:-
sub-section (4), the memorandum of company limited by guarantee shall also
state that:-
(a) That income and property of the company
shall be applied solely towards the promotion of its objects, and that no
portion shall be paid or transferred directly or indirectly to the members of
the company except as permitted by or under this Decree, and
shall be applied solely towards the promotion of its objects, and that no
portion shall be paid or transferred directly or indirectly to the members of
the company except as permitted by or under this Decree, and
(b) Each member undertakes to contribute to
the assets of the company in the event of its being wound up while he is a
member one year after he ceases to be a member or within one year after he
cease to be a member, for payment of the dept and liabilities of the company,
and of costs of winding up, such amount as may be required not exceeding a
specified amount and the total of which shall not be less thanN 10,000.
the assets of the company in the event of its being wound up while he is a
member one year after he ceases to be a member or within one year after he
cease to be a member, for payment of the dept and liabilities of the company,
and of costs of winding up, such amount as may be required not exceeding a
specified amount and the total of which shall not be less than
Sub-section
(5) states that the memorandum shall be signed by each subscriber in the
presence of at least one witness who shall attest the signature while
sub-section (6) states that the memorandum shall be stamped as a deed.
(5) states that the memorandum shall be signed by each subscriber in the
presence of at least one witness who shall attest the signature while
sub-section (6) states that the memorandum shall be stamped as a deed.
The articles of association are the regulations which govern the internal
management of the company’s affairs, and state the duties, right and powers of
the member as between themselves and the company in general and the powers
delegated to the directors.
management of the company’s affairs, and state the duties, right and powers of
the member as between themselves and the company in general and the powers
delegated to the directors.
According to section
33 of CAMD 1990, there shall be registered with the memorandum of association,
articles of association signed by the subscribers to the memorandum of
association, and prescribing regulations for the company.
33 of CAMD 1990, there shall be registered with the memorandum of association,
articles of association signed by the subscribers to the memorandum of
association, and prescribing regulations for the company.
The articles
of association contain regulations on such issues as:
of association contain regulations on such issues as:
(a) The issue of shares
(b) Transfer and forfeiture of shares
(c) General meetings, it conduct etcetera.
(d) Voting rights at general meeting etcetera.
(e) The appointment and duties of directors
(f) The use of companies seal
(g) Account and audits
Additionally,
all companies must file information about themselves example, their share
capital, names of directors including their accounts with the registrar.
all companies must file information about themselves example, their share
capital, names of directors including their accounts with the registrar.
They must also
make annual returns along side with a copy of their annual accounts to the
Registrar General.
make annual returns along side with a copy of their annual accounts to the
Registrar General.
