Memorandum of Association - Template, Sample Form Pro · NG-law
✓ Valid in Nigeria · drafted to comply with local law
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THE FEDERAL REPUBLIC OF NIGERIA
THE COMPANIES AND ALLIED MATTERS ACT, 2020
(Act No. 3 of 2020)
COMPANY LIMITED BY GUARANTEE
MEMORANDUM
OF
ASSOCIATION
OF
________
THE FEDERAL REPUBLIC OF NIGERIA
THE COMPANIES AND ALLIED MATTERS ACT, 2020
COMPANY LIMITED BY GUARANTEE
MEMORANDUM OF ASSOCIATION
OF
________
(Incorporated as a Company Limited by Guarantee pursuant to Sections 26 and 27 of the Companies and Allied Matters Act, 2020)
§ 1. NAME OF THE COMPANY
1.1 The name of the Company is ________ (hereinafter referred to as “the Company”), incorporated as a company limited by guarantee in accordance with the provisions of the Companies and Allied Matters Act, 2020.
§ 2. REGISTERED OFFICE
2.1 The Registered Office of the Company shall be situate in the Federal Republic of Nigeria, at ________, in ________ State of Nigeria.
§ 3. OBJECTS OF THE COMPANY
3.1 The objects for which the Company is established are:
________
3.3 The Company shall not, without the prior approval in writing of the Registrar-General of the Corporate Affairs Commission, and where applicable the Attorney-General of the Federation, alter or amend its objects, and any such alteration shall be effected in accordance with Section 53 of the Companies and Allied Matters Act, 2020.
§ 4. APPLICATION OF INCOME AND PROPERTY
4.1 The income and property of the Company, howsoever derived, shall be applied solely towards the promotion of the objects of the Company as set forth in this Memorandum of Association.
4.2 No portion of the income or property of the Company shall be paid or transferred, directly or indirectly, by way of dividend, bonus, gift or otherwise howsoever by way of profit, to the members of the Company, save that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Company, or to any member, in return for services actually rendered to the Company, in accordance with Section 26(4) of the Companies and Allied Matters Act, 2020.
4.3 No member of the Company shall be appointed to any salaried office of the Company, or any office of the Company paid by fees, except as permitted by the Companies and Allied Matters Act, 2020.
§ 5. TYPE OF COMPANY
5.1 The Company is a private company limited by guarantee within the meaning of Sections 21 and 26 of the Companies and Allied Matters Act, 2020.
§ 6. LIABILITY OF MEMBERS
6.1 The liability of the members is limited by guarantee, and the Company has no share capital.
§ 7. GUARANTEE
7.1 Every member of the Company undertakes to contribute to the assets of the Company in the event of the same being wound up while he is a member, or within one year after he ceases to be a member:
a. for payment of the debts and liabilities of the Company contracted before he ceases to be a member;
b. for the costs, charges and expenses of winding up; and
c. for the adjustment of the rights of the contributories among themselves,
such amount as may be required, not exceeding the sum of \u20a6________ (________).
7.2 The total liability of the members of the Company shall not at any time be less than the sum of \u20a6________ (________), as required under Section 26(6) of the Companies and Allied Matters Act, 2020.
§ 8. WINDING UP AND DISTRIBUTION OF SURPLUS ASSETS
8.2 Such institution or institutions shall be determined by the members of the Company at or before the time of dissolution, and in default thereof shall be determined by a Judge of the High Court having or acquiring jurisdiction in the matter, in accordance with the Companies and Allied Matters Act, 2020.
§ 9. INTERPRETATION
9.1 In this Memorandum, words importing the singular include the plural and vice versa, and words importing one gender include all genders. References to any statute include any amendment or re-enactment thereof for the time being in force.
We, the several persons whose names, addresses and descriptions are subscribed below, are desirous of being formed into a Company Limited by Guarantee in pursuance of this Memorandum of Association, and we respectively agree to be members of the Company and to contribute to the assets of the Company in the manner and to the extent provided for in this Memorandum.
SUBSCRIBERS
Name of Subscriber: ________
Address: ________
Occupation: ________
Means of Identification: ________
Sum Guaranteed: \u20a6________ (________)
Signature: ________
Dated this ________ day of ________.
WITNESS TO THE ABOVE SIGNATURE
Name: ________
Address: ________
Occupation: ________
Signature: ________
This Memorandum of Association was prepared by:
Name of Accredited Agent / Legal Practitioner: ________
Address: ________
CAC Accreditation / Supreme Court Enrolment No.: ________
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