Articles of Association - Template, Sample Form Pro · NG-law
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THE FEDERAL REPUBLIC OF NIGERIA
THE COMPANIES AND ALLIED MATTERS ACT, 2020
COMPANY LIMITED BY SHARES
(PRIVATE)
ARTICLES OF ASSOCIATION (AS AMENDED)
OF
________
§ 1 — INTERPRETATION
1.1 In these Articles, unless the context otherwise requires, "Act" means the Companies and Allied Matters Act, 2020 and any statutory modification or re-enactment thereof for the time being in force.
(a) Words or expressions contained in these Articles shall, unless the context otherwise requires, bear the same meaning as in the Act.
(b) "Articles" means these Articles of Association of the Company as originally framed or as altered from time to time by Special Resolution.
(c) "Commission" means the Corporate Affairs Commission established under the Act.
(d) "Memorandum" means the Memorandum of Association of the Company as originally framed or as altered from time to time.
(e) "Seal" means the Common Seal of the Company, if any.
(f) "Special Resolution" and "Ordinary Resolution" bear the meanings respectively assigned to them by Sections 258 and 259 of the Act.
(g) Words importing the singular include the plural and vice versa, and words importing any gender include all genders.
§ 2 — SHARES
2.1 The Company may from time to time issue shares of different classes. It shall be the responsibility of the directors, subject to the approval of the members and the provisions of the Act, to determine the classes of shares to be issued. The rights or restrictions attached to each class of share shall be specified in the terms of issue, and such rights may from time to time be varied in accordance with Section 147 of the Act.
2.2 The directors shall not exercise any power to allot shares except with the prior authority of the Company in general meeting, in accordance with Section 149 of the Act.
2.3 Without prejudice to any special rights conferred on the holders of any existing shares or class of shares, any share in the Company may be issued with such preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by Ordinary Resolution determine.
2.4 Every person whose name is entered as a member in the register of members shall be entitled, without payment, to receive within two (2) months after allotment or lodgement of a transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares, or several certificates each for one or more of his shares.
2.5 Every share certificate shall be issued in accordance with Section 171 of the Act and shall specify:
(a) the particulars of the holder of the shares;
(b) the number and class of shares held;
(c) the nominal value of the shares; and
(d) the amount paid up on the shares.
2.6 If a share certificate is defaced, lost or destroyed, it may be renewed on payment of such fee and on such terms (if any) as to evidence and indemnity and the payment of the out-of-pocket expenses of the Company in investigating the evidence as the directors may think fit.
§ 3 — TRANSFER OF SHARES
3.1 The right to transfer shares is restricted in the manner hereinafter provided.
3.2 Any invitation to the public to subscribe for any shares or debentures of the Company is prohibited, in accordance with Section 22 of the Act.
3.3 Shares may be transferred by an instrument of transfer in the usual common form, or in any other form approved by the directors, executed by or on behalf of the transferor and, where the share is not fully paid, by or on behalf of the transferee.
3.4 The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register of members in respect thereof.
3.5 The directors may, in their absolute discretion and without assigning any reason therefor, decline to register any transfer of any share, whether or not it is a fully paid share.
§ 4 — PRE-EMPTIVE RIGHTS OF SHAREHOLDERS
4.1 The Company shall not allot any new or unissued shares unless the same are offered in the first instance to all the existing shareholders in proportion as nearly as may be to their existing holdings, in accordance with Section 142 of the Act.
4.2 Where the Company proposes to issue new shares, the new shares shall be offered for subscription in cash or for consideration other than cash. Each offer shall be made by notice from the Company specifying the number and price per new share and the date (being not less than fourteen (14) days from the date of the notice) within which the offer, if not accepted, shall be deemed to be declined.
4.3 The subscription price shall be determined by the board of directors or, failing agreement, a fair price shall be determined by the Auditors of the Company acting as experts and not as arbitrators.
4.4 Where a shareholder declines the offer, the board of directors may, subject to the terms of any resolution of the Company, dispose of the shares at a price not less than that specified in the offer, in such manner and on such terms as they consider most beneficial to the Company.
§ 5 — TRANSMISSION OF SHARES
5.1 In the case of the death of a member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased holder from any liability in respect of any share solely or jointly held by him.
5.2 Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the directors, elect either to be registered himself as holder of the share or to have some person nominated by him registered as transferee; but the Company shall in either case have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that member before his death or bankruptcy.
5.3 If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects; and if he elects to have another person registered, he shall testify his election by executing to that person a transfer of the share.
5.4 All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.
§ 6 — LIEN
6.1 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all monies (whether presently payable or not) called or payable at a fixed time in respect of that share, and on all shares (other than fully paid shares) standing registered in the name of a single person for all monies presently payable by him or his estate to the Company. The directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company's lien, if any, on a share shall extend to all dividends payable thereon.
6.2 The Company may sell, in such manner as the directors think fit, any share on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen (14) days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his death or bankruptcy.
6.3 To give effect to any such sale, the directors may authorise some person to transfer the share sold to the purchaser thereof. The purchaser shall be registered as the holder of the share comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale.
6.4 The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the share before the sale) be paid to the person entitled to the share at the date of the sale.
§ 7 — FORFEITURE OF SHARES
7.1 If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
7.2 If the requirements of any such notice are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the board of directors to that effect.
7.3 A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the directors think fit.
§ 8 — PROCEEDINGS AT GENERAL MEETINGS
8.1 All business transacted at a general meeting shall be deemed special, except the declaration of a dividend, the consideration of the accounts, balance sheets and the reports of the directors and auditors, the election of directors in place of those retiring, and the appointment and fixing of the remuneration of the auditors.
8.2 No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.
8.3 Save as herein otherwise provided, the quorum shall be ________ (________) members of the Company present in person or by proxy and entitled to vote, provided that where the Company has only one member, that member present shall constitute a quorum in accordance with Section 232 of the Act.
8.4 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day, time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed, the members present shall constitute a quorum.
8.5 The Chairman shall preside as chairman at every general meeting of the Company. If the Chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, or is unwilling to act, the directors present shall elect one of their number to preside as chairman of the meeting.
8.6 At any general meeting, a resolution put to the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:
(a) the Chairman; or
(b) at least three (3) members present in person or by proxy; or
(c) any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
(d) a member or members holding shares in the Company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.
§ 9 — VOTES OF MEMBERS
9.1 On a show of hands every member present in person or by proxy shall have one vote, and on a poll every member shall have one vote for each share of which he is the holder.
9.2 The instrument appointing a proxy, and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, shall be deposited at the registered office of the Company not less than forty-eight (48) hours before the time appointed for holding the meeting.
9.3 The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
9.4 Any body corporate which is a member of the Company may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company; and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the Company.
§ 10 — DIRECTORS
10.1 The number of directors shall not be less than two (2), in accordance with Section 271 of the Act. The affairs of the Company shall be managed by a Board of Directors, the number of whom may be determined from time to time by the members in general meeting.
§ 11 — THE MANAGING DIRECTOR
11.1 The directors may from time to time appoint one or more of their number to the office of managing director for such period and on such terms as they think fit, and subject to the terms of any agreement entered into in any particular case. A director so appointed shall not, whilst holding that office, be subject to retirement by rotation or be taken into account in determining the rotation of directors, but his appointment shall be automatically determined if he ceases to be a director.
11.2 The functions of the managing director shall include:
(a) the day-to-day running of the Company;
(b) guiding the development of the Company; and
(c) acting as the Company's leading representative in its dealings with stakeholders.
11.3 The managing director shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the directors may determine.
11.4 The directors may delegate to the managing director such of their powers as they may deem appropriate or necessary to ensure the smooth operation of the Company.
§ 12 — THE CHAIRMAN
12.1 The directors may appoint the Chairman of the Company, who shall preside over all meetings of the Board and all general meetings of the members of the Company.
§ 13 — BOARD COMMITTEES
13.1 Any committee to which the directors delegate any of their powers shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the directors and follow procedures based on the provisions of these Articles.
13.2 The directors may make rules of procedure for any committee.
§ 14 — POWERS AND DUTIES OF DIRECTORS
14.1 The business of the Company shall be managed by the directors, who may exercise all such powers of the Company as are not, by the Act or by these Articles or by the Memorandum, required to be exercised by the Company in general meeting, and who shall at all times act in accordance with the duties imposed upon directors under Sections 305 to 308 of the Act.
14.2 The qualification shareholding of a director shall be at least ________ (________) shares in the Company, where such qualification is required.
14.3 The directors may from time to time, by power of attorney, appoint any firm, person or body of persons to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions as they think fit.
14.4 A director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of director, for such period and on such terms as the directors may determine.
14.5 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments shall be signed, drawn, accepted, endorsed or otherwise executed in such manner as the directors may from time to time by resolution determine.
14.6 The directors shall not, without obtaining the prior approval of the Company given by Ordinary Resolution of the members, sell or dispose of assets having a value of more than fifty per cent (50%) of the total assets of the Company.
14.7 The directors shall also not do the following acts without the prior approval of the members of the Company:
________
§ 15 — RETIREMENT AND ROTATION OF DIRECTORS
15.1 At the first annual general meeting of the Company, all the directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being, or if their number is not a multiple of three then the number nearest to one-third, shall retire from office.
15.2 The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.
15.3 A retiring director shall be eligible for re-election.
15.4 The Company, at the meeting at which a director retires, may fill the vacated office by electing a person thereto, and in default the retiring director shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill the vacated office, or unless a resolution for the re-election of such director has been put to the meeting and lost.
15.5 No person other than a director retiring at the meeting shall, unless recommended by the directors, be eligible for election to the office of director at any general meeting, unless not less than three (3) nor more than twenty-one (21) days before the date appointed for the meeting there has been left at the registered office of the Company notice in writing, signed by a member duly qualified to attend and vote at the meeting, of his intention to propose such person for election, together with notice in writing signed by that person of his willingness to be elected.
§ 16 — APPOINTMENT OF DIRECTORS
16.1 The directors shall have power to appoint a person to be a director, either to fill a casual vacancy or as an addition to the existing directors. Any director so appointed shall hold office only until the next annual general meeting and shall then be eligible for re-election, but shall not be taken into account in determining the directors who are to retire by rotation at such meeting.
16.2 Without prejudice to the powers of the directors, the Company may by Ordinary Resolution appoint another person in place of a director removed from office, and may in general meeting appoint any person whether to fill a casual vacancy or as an additional director. A person appointed in place of a director so removed or to fill such vacancy shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected.
§ 17 — REMOVAL OF A DIRECTOR
17.1 Notwithstanding anything in these Articles, the Company may by Ordinary Resolution remove any director before the expiration of his period of office, in accordance with Section 288 of the Act, and may by Ordinary Resolution appoint another person in his stead.
§ 18 — TERMINATION OF DIRECTOR'S APPOINTMENT
18.1 The office of a director shall be vacated if the director:
(a) fails to hold the required qualification shares in the Company;
(b) becomes bankrupt or makes any arrangement or composition with his creditors generally;
(c) becomes of unsound mind;
(d) resigns his office by notice in writing to the Company; or
(e) becomes prohibited or disqualified from being a director by reason of any provision of the Act.
§ 19 — APPOINTMENT AND REMOVAL OF ALTERNATE DIRECTORS
19.1 Any director may appoint any other person approved by resolution of the board of directors to be his alternate director.
19.2 The appointment and removal of an alternate director must be effected by notice in writing to the Company signed by the appointor.
19.3 The notice must include:
(a) the particulars of the alternate; and
(b) a statement signed by the proposed alternate indicating his acceptance to act as an alternate.
§ 20 — RIGHTS AND POWERS OF ALTERNATE DIRECTORS
20.1 An alternate director shall be entitled to receive notice of all meetings of the directors and of all meetings of committees of directors of which his appointor is a member.
20.2 An alternate director shall be entitled to attend and vote at any such meeting at which the director appointing him is not personally present, and generally to perform all the functions of his appointor as a director in his absence.
20.3 An alternate director shall be entitled, if his appointor is not present, to one vote for every director whom he represents in addition to his own vote if he is himself a director.
20.4 An alternate director shall not be entitled to receive any remuneration from the Company in respect of his appointment as an alternate director, save such part of the remuneration of his appointor as the appointor may by notice in writing to the Company direct.
§ 21 — TERMINATION OF THE APPOINTMENT OF AN ALTERNATE DIRECTOR
21.1 The appointment of an alternate director shall terminate upon the occurrence of any of the following:
(a) the appointor revokes the alternate's appointment by notice in writing to the Company;
(b) the death of the alternate's appointor; or
(c) the appointor ceasing to be a director of the Company.
§ 22 — MEETINGS OF THE BOARD OF DIRECTORS
22.1 Board meetings shall be convened at regular intervals and in any event in accordance with Section 284 of the Act.
22.2 Notwithstanding anything to the contrary in these Articles, all decisions of the Board shall be by majority vote of the directors present and voting.
22.3 Resolutions of the Board shall be validly passed if a quorum is present and, except as otherwise provided in these Articles, by majority vote.
22.4 The quorum for a meeting of the directors shall be ________ (________) directors.
22.5 If, after one (1) hour (or such other time as agreed by the directors) from the time appointed for a meeting of directors, a quorum is not present, the meeting shall stand adjourned to such other day, time and place as the directors may determine.
22.6 Each director shall be entitled to one (1) vote. Votes shall be cast by show of hands and, in the event of an equality of votes at a meeting of the Board, the Chairman shall have a second or casting vote.
22.7 A resolution in writing signed by all the directors for the time being entitled to receive notice of a meeting of the directors shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.
22.8 The Company may compensate the directors by way of the payment of attendance/sitting fees and directors' fees as may be approved by the members in general meeting.
§ 23 — COMPANY SECRETARY
23.1 The Company secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit, in accordance with Sections 330 to 332 of the Act.
23.2 The duties and responsibilities of the Company secretary include, but are not limited to, the following:
(a) assisting the Chairman and the managing director to determine the annual Board plan and with the administration of other strategic issues at Board level;
(b) providing the Board and the directors individually with detailed guidance as to how their responsibilities should be properly discharged in the best interest of the Company;
(c) circulating notices of Board and company meetings to the directors and members of the Company respectively;
(d) compiling Board papers and ensuring that the Board's discussions and decisions are clearly and properly recorded and communicated to the relevant persons; and
(e) providing a central source of guidance and advice to the Board and the Company on matters of ethics, conflicts of interest and good corporate governance.
§ 24 — REMOVAL OF THE COMPANY SECRETARY
24.1 The Company secretary may be removed from office by the directors, subject to the provisions of Section 333 of the Act and to the terms of any agreement entered into between the secretary and the Company.
§ 25 — ACCOUNTS
25.1 The directors shall cause proper books of account to be kept in accordance with Sections 374 to 376 of the Act with respect to:
(a) all sums of money received and expended by the Company;
(b) all sales and purchases of the Company; and
(c) the assets and liabilities of the Company.
25.2 The books of account shall be kept at the registered office of the Company or at such other place as the directors think fit, and shall at all times be open to inspection by the directors.
25.3 The directors shall from time to time cause to be prepared and laid before the Company in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are required by the Act.
§ 26 — NOTICES
26.1 A notice may be given by the Company to any member either personally or by sending it by post, electronic mail or other electronic means to his registered address within Nigeria, in accordance with the Act.
§ 27 — WINDING UP
§ 28 — INDEMNITY
28.1 Subject to the provisions of the Act, every director, managing director, auditor, secretary and other officer of the Company for the time being shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with any application in which relief is granted to him by the court.
SUBSCRIBER
Name of Subscriber: ________
Address: ________
Occupation: ________
Means of Identification (Type & No.): ________
Number of shares taken: ________ ordinary shares
Signature: ____________________
Dated this ________.
WITNESS TO THE ABOVE SIGNATURE
Name: ________
Address: ________
Occupation: ________
Means of Identification (Type & No.): ________
Signature: ____________________
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