Articles Of Association For Private Companies Limited By Shares Template for Nigeria

Articles of Association For Private Companies Limited By Shares are mandatory constitutional documents required under Nigerian law for company incorporation. They must comply with the Companies and Allied Matters Act (CAMA) 2020 and are filed with the Corporate Affairs Commission (CAC) during company registration. This document serves as the company's internal rulebook, defining how the company operates, how decisions are made, the rights and obligations of shareholders, the powers and duties of directors, and procedures for various corporate actions. It's essential for establishing corporate governance structures and maintaining regulatory compliance in Nigeria. The document remains active throughout the company's lifetime and can be amended through special resolutions when necessary to accommodate changing business needs while maintaining compliance with Nigerian law.

1. Preliminary: Company name, registered office, and status as a private company limited by shares

2. Interpretation: Definitions of key terms used throughout the Articles

3. Share Capital and Variation of Rights: Details of share capital structure, classes of shares, and rights attached to shares

4. Share Certificates: Provisions regarding the issuance and replacement of share certificates

5. Lien on Shares: Company's rights over partly paid shares

6. Calls on Shares: Provisions regarding payment for shares and related procedures

7. Transfer and Transmission of Shares: Rules and procedures for transferring shares and transmission upon death

8. Forfeiture of Shares: Circumstances and procedures for share forfeiture

9. General Meetings: Rules for conducting general meetings, including notice requirements and proceedings

10. Voting Rights and Proxies: Shareholders' voting rights and procedures for proxy appointments

11. Directors: Appointment, removal, powers, and duties of directors

12. Board Meetings: Procedures for conducting board meetings and decision-making

13. Company Secretary: Appointment and duties of the company secretary

14. Dividends and Reserves: Rules for declaring dividends and maintaining reserves

15. Accounts and Audit: Requirements for maintaining accounts and conducting audits

16. Notices: Methods and requirements for giving notices to members

17. Winding Up: Procedures for company dissolution and asset distribution

18. Indemnity and Insurance: Protection for directors and officers