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Memorandum of Association - Template, Sample Form

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Below you can preview the Memorandum of Association, complete it by answering a few plain-English questions, and download a ready-to-sign copy in Word and PDF - tailored for use in Nigeria.

What the Memorandum of Association includes

This template is organised into the following sections:

Frequently asked questions

What is a Memorandum of Association?

A Memorandum of Association is a ready-to-use legal template for Nigeria. You complete it by answering a few plain-English questions, then download the finished document in Word and PDF.

What does the Memorandum of Association cover?

The Memorandum of Association is organised into sections covering § 1. NAME OF THE COMPANY, § 2. REGISTERED OFFICE, § 3. OBJECTS OF THE COMPANY, § 4. APPLICATION OF INCOME AND PROPERTY, § 5. TYPE OF COMPANY, so the important points are captured in a clear, consistent structure.

What formats can I download?

You can download your completed Memorandum of Association as an editable Microsoft Word (.docx) file and as a PDF.

Can I edit the document later?

Yes - save it to your account and you can re-open, edit and re-download it at any time.

Is a Memorandum of Association legally binding?

Once it is properly completed and signed by everyone involved, a Memorandum of Association is generally legally binding in Nigeria, provided it meets the legal requirements that apply to this type of document.

What laws apply to a Memorandum of Association in Nigeria?

A Memorandum of Association should comply with the laws in force in Nigeria. This template is built around the provisions such situations commonly require, but the rules can vary by region and change over time, so check the current requirements for your case.

Do I need a lawyer to use a Memorandum of Association?

For most standard situations you can complete the Memorandum of Association yourself using the guided questionnaire. For high-value, unusual or high-risk matters, it is sensible to have a qualified lawyer review the finished document.

How do I sign the Memorandum of Association?

Download the completed Memorandum of Association as Word or PDF and sign it as required in Nigeria. Depending on the document this may involve a handwritten or electronic signature, and some documents also need witnesses.

Is the Memorandum of Association free?

You can preview the Memorandum of Association and fill it in for free. A one-time fee applies only when you download the finished, ready-to-sign document in Word and PDF.

How long does it take to complete a Memorandum of Association?

Most people finish the Memorandum of Association in just a few minutes by answering the plain-English questions. You can save your progress and come back to it at any time.

Prepared and reviewed by the LegalDocs team.

Document preview

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:

________

3.2 In furtherance of the principal objects set out in § 3.1, and not otherwise, the Company shall have power to do all such lawful acts and things as are incidental or conducive to the attainment of the said objects, including but not limited to acquiring, holding and disposing of movable and immovable property, accepting gifts, grants, donations and endowments, opening and operating bank accounts, employing staff, and entering into contracts, in each case in accordance with the Companies and Allied Matters Act, 2020.

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.

4.3 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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