The Memorandum of Association Model is a crucial document required for company registration and incorporation in Nigeria, governed by the Companies and Allied Matters Act (CAMA) 2020. This document must be filed with the Corporate Affairs Commission (CAC) as part of the incorporation process and serves as the company's constitution in its dealings with the outside world. It contains fundamental information about the company including its name, registered office, objects, liability status, and share capital structure. The Memorandum of Association is particularly important as it defines the scope of the company's permissible activities and serves as a public document that anyone dealing with the company can refer to. Under Nigerian law, any action taken by the company beyond the powers set out in its Memorandum of Association is considered ultra vires and may be void.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership聽of your docs
1. Company Name Clause: States the registered name of the company as approved by CAC
2. Registered Office Clause: Specifies that the registered office of the company will be situated in Nigeria
3. Objects Clause: Details the primary and ancillary business activities that the company is authorized to undertake
4. Liability Clause: Declares whether the company is limited by shares, guarantee, or unlimited, and states members' liability
5. Share Capital Clause: States the authorized share capital, types of shares, and nominal value of each share
6. Association Clause: Contains subscribers' declaration to form a company and take up shares
1. Restricted Objects Clause: Used when the company wishes to restrict its activities to specific business areas or sectors
2. Pre-incorporation Contracts Clause: Added when there are contracts made before incorporation that need to be ratified
3. Special Rights Provisions: Include when creating different classes of shares with special rights or restrictions
4. Foreign Participation Clause: Required when foreign investors are involved, specifying compliance with NIPC requirements
5. Borrowing Powers: Optional clause specifying the extent and nature of company's borrowing powers
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes, rights, and initial allocation
2. Schedule 2: Subscribers' Information: Details of initial subscribers including names, addresses, occupation, and number of shares taken
3. Schedule 3: Objects Specification: Detailed list of specific business activities within the general objects
4. Appendix A: Form CAC 1.1: Mandatory CAC form for company registration to be attached
5. Appendix B: Consent Letters: Letters of consent from directors and secretary if appointed at incorporation
Find the exact document you need
Company Limited By Guarantee Model Articles
Model Articles for a Company Limited by Guarantee under Nigerian law, establishing governance and operational framework for non-profit organizations.
Download
Model Articles Of Association For Private Companies
A foundational governance document under Nigerian law that establishes the internal rules and regulations for private companies, compliant with CAMA 2020.
Download
Memorandum Of Association Model
A foundational legal document required for company incorporation in Nigeria that defines the company's basic structure, objectives, and relationship with external stakeholders.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it