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Articles Of Registration

Articles Of Registration Template for Nigeria

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Articles Of Registration

"I need Articles of Registration for a Nigerian tech startup with multiple share classes, including preference shares for venture capital investors, planning to commence operations in March 2025 and allowing for future foreign investment."

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Document background
Articles of Registration are essential incorporation documents required for establishing a company in Nigeria under the Companies and Allied Matters Act (CAMA) 2020. This document must be filed with the Corporate Affairs Commission (CAC) as part of the company registration process and serves as the company's constitutional document. The Articles of Registration contain crucial information about the company's structure, including share capital, management procedures, shareholder rights, and corporate governance frameworks. They establish the rules and regulations that govern the internal management of the company and define the relationships between various stakeholders. This document is particularly important as it forms the basis for all future corporate actions and must comply with Nigerian law while protecting the interests of shareholders and facilitating efficient business operations.
Suggested Sections

1. Company Name and Details: States the proposed name of the company, registered office address, and type of company (private or public)

2. Objects of the Company: Specifies the primary business activities and purposes of the company

3. Share Capital: Details of the company's authorized share capital, types of shares, and rights attached to different classes of shares

4. Liability Statement: Declaration of whether the company is limited by shares, guarantee, or unlimited

5. Members and Shareholding: Information about the initial subscribers, their shareholding, and contact details

6. Directors: Names, addresses, and occupations of first directors and their consent to act

7. Secretary: Details of the company secretary (if applicable) and their consent to act

8. Management and Administration: Rules governing the company's internal management, including board meetings and decision-making processes

9. General Meetings: Procedures for conducting shareholders' meetings and voting rights

10. Share Transfer and Transmission: Rules governing the transfer and transmission of shares

Optional Sections

1. Pre-emptive Rights: Additional provisions for existing shareholders' rights to purchase new shares (commonly used in private companies)

2. Alternate Directors: Provisions for appointment of alternate directors, used when regular director attendance might be challenging

3. Different Share Classes: Detailed provisions for different classes of shares with varying rights, used when company needs complex share structure

4. Borrowing Powers: Specific provisions regarding the company's power to borrow and grant security

5. Executive Directors: Special provisions for executive directors' appointments and powers

6. Dividend Policy: Specific rules for dividend declarations and payments

7. Tag-Along Rights: Provisions protecting minority shareholders in case of sale by majority shareholders

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of share classes, nominal values, and rights attached

2. Initial Subscribers: Complete details of all initial subscribers including their shareholding allocation

3. First Directors: Comprehensive information about first directors including their credentials and shareholding

4. Compliance Declaration: Declaration of compliance with CAMA 2020 requirements

5. Form CAC 1.1: Prescribed form for registration of the company

6. Identification Documents: Copies of identification documents for all subscribers and directors

7. Notice of Registered Address: Official notice of the company's registered address

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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alex.den.21@genieai.co
Clauses
Company Name and Formation
Registered Office
Share Capital Structure
Share Rights and Restrictions
Share Transfers
Share Certificates
Alteration of Capital
General Meetings
Voting Rights
Board Composition
Directors' Powers
Directors' Meetings
Company Secretary
Dividends and Reserves
Accounts and Audit
Notices
Winding Up
Indemnity and Insurance
Corporate Seal
Borrowing Powers
Appointment of Directors
Alternate Directors
Management Powers
Member Resolutions
Share Forfeiture
Lien on Shares
Transmission of Shares
Class Rights
Financial Records
Corporate Representatives
Relevant Industries

Legal Services

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Education

Retail

Energy

Agriculture

Mining

Transportation

Construction

Professional Services

Telecommunications

Entertainment

Relevant Teams

Legal

Compliance

Corporate Secretariat

Board of Directors

Executive Leadership

Administrative

Finance

Corporate Affairs

Risk Management

Business Development

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Board Director

Managing Director

Corporate Governance Officer

Risk Manager

Business Development Manager

Investment Manager

Corporate Affairs Manager

Administrative Officer

Company Registrar

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company registration, operation, and regulation in Nigeria. It provides the legal framework for incorporating companies and specifies requirements for Articles of Registration.
Corporate Affairs Commission (CAC) Regulations: Subsidiary legislation that provides specific requirements and procedures for company registration, including format and content of registration documents.
Nigerian Investment Promotion Commission Act: Regulates foreign participation in Nigerian businesses and provides guidelines for foreign investment registration requirements.
Companies Income Tax Act: Governs the taxation of companies in Nigeria and includes requirements that must be considered during company registration.
Business Names (Registration) Act: Provides regulations regarding business name registration and usage in Nigeria.
Federal Inland Revenue Service (Establishment) Act: Contains provisions regarding tax registration requirements for new companies.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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