SAMPLE OF AN ARTICLE OF ASSOCIATION OF A NIGERIAN COMPANY
THE FEDERAL REPUBLIC OF NIGERIA
COMPANIES AND ALLIED MATTERS ACT 2004
(COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
GOLD PALMS NIG LIMITED
1.INTERPRETATION
1. (1) In these Regulations:
"The Act" means the Companies and Allied Maters Act 1990
"These Articles" means these Articles of Association as originally formed or as from time to time altered by special Resolution.
'The Office" means the Registered Office of the Company. 'The Seal" means the Common Seal of the Company.
''The Director" means the directors present at a duly convened meeting of the Directors at which a quorum is present.
''Directors'' includes any person occupying the position of director by whatever name called; and includes any person in accordance with whose directions or instructions the directors of the Company are accustomed to act.
"The Secretary" means the person appointed to perform the duties of the Secretary of the Company and may include a corporation.
(2) Unless the context otherwise requires, words or expressions contained in these regulations bear the same meaning as in the Act.
2. CLASSES OF SHARES
The company may from time to time issue classes of shares. It shall be the responsibility of the directors to determine the classes of shares to be issued. All the rights or restrictions attached to each particular class of shares shall be specified in the terms of issue but such rights may at any time be varied in accordance with the provisions of section 141 of the Act.
3. RESTRICTION OF TRANSFER OF SHARES
The Directors may, in their absolute discretion and without giving any reason, refuse to register any transfer of any share, whether or not it is a fully paid share.
4. PRE-EMPTIVE RIGHT OF SHAREHOLDERS OF THE COMPANY
The company shall not allot any new or unissued shares unless the same are offered in the first instance to all the shareholders of the class or classes being issued in proportion as nearly as may be to their existing holdings.
The offer of existing share holders shall be by notice specifying the number of shares to which the shareholder is entitled 'to. subscribe and limiting a time-; not being less than 28 days after the service of the notice, after the expiration of which the offer, if not accepted, will be deemed to be declined. On the receipt of an intimation from the shareholder that he declines to accept the shares offered or after the expiration of the stipulated time as the case may be, 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 as they think most beneficial to the Company.
Regulations 4 and 5 above are not alterable except with unanimous consent of all the members of the Company.
The company may exercise powers of paying commissions conferred By section 131 of the Act provided that the rate of the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the said section. Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid share or partly in one way and partly in the other.
The company may also on any issue of shares pay such brokerage as -maybe lawful.
The company may from time to time by ordinary Resolution effect an alteration of its share capital in any of the ways set out in sections 100 and 102 of the Act.
Subject to the provision of the Act on reduction of capital, the company may, whenever it considers it expedient to do so by special Resolution reduce its share capital, any capital redemption fund or any premium account.
The annual general meeting shall be held at such time and place in Nigeria as the directors shall appoint.
The Chairman, if any, of the board of the directors shall preside as Chairman at every general meeting of the company, or if there is no such Chairman or if he is not present within one hour after the time appointed for the holding of the meeting or is unwilling to act, the directors present shall elect one of their members to be Chairman of the meeting.
If at any meeting no director is willing to act as Chairman or if no director is present within thirty minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairman of the meeting.
No member shall be entitled to vote at any general meeting unless all calls or other sums payable by him in respect of shares in the company have been paid.
No business shall be transacted at any general meeting unless a quorum of members is present at the ·time when proceeds to business and for the purpose thereof, - unless it is otherwise provided, two members present in person or by proxy shall be a quorum.
Subject to the provisions of the Act, a Resolution in writing signed by all members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the company duly convened and held.
The directors of the company shall be not less than two and not more than five, unless and until otherwise determined by the Company in general meeting.
Subject to the provisions of these Articles, the first directors and subsequent directors of the company shall continue to hold office unless any of them is removed by the company in general meeting.
The directors may from time to time appoint one of their body to the office of Managing Director for such period and on such terms as they think fit and subject to the terms of any appointment entered into in any particular case, may revoke such appointment. The appointment of Managing Director shall be automatically determined if he ceases from any cause to be director.
A Resolution in writing, signed by all Directors for the time being entitled to receive notice of a meeting of directors shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.
The Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions, as they may think fit, and any Secretary so appointed may, subject to the Act, be removed by them.
The Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Directors or of a committee of the Directors authorized by the Directors in that behalf, and every instrument to which the Seal shall be affixed shall be signed by one Director and shall be counter-signed by the Secretary or by a second director or by some other person appointed by the Director for the purpose.
The company in general meeting may declare dividends but no dividends shall exceed the amount recommended by the Directors .The Directors may from time to time pay to the members such interim dividends as appears to the Directors to be justified by the profit of the company.
No dividend shall be paid otherwise than out of distributable profits and the declaration of the Directors as to the amount of profits of the company shall be conclusive.
Subject to the rights of persons, if any entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on the share in advance of calls shall be treated for the purposes of this Articles as paid on the share.
Any general meeting declaring a dividend may direct payment of such dividend wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures or debenture stock of the company or of any other company, or in ay one or more of such ways, and the Directors shall give effect to such Resolutions.
All unclaimed dividends may be invested or otherwise made use of by the Directors until claimed. And no interest shall be paid on dividends.
The company may by Ordinary Resolution on the recommendation of the Directors resolve that it is desirable to capitalize any undivided profits of the Company.
The Directors 'may, before recommending any dividend, set aside out of the profits of the company such sums as they think proper as a reserves which shall, at the discretion of the directors, be applicable for any purpose to which the profits of the company may be properly applied and pending such application may, at their discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the directors may from time to time think fit. The directors may also without placing the same to reserve, carry forward any profits which they may think prudent not to divide.
The Directors shall cause proper accounting records of the company to be kept and the provision of the statutes in this regard shall be complied with.
The provisions of the statutes as to the appointments, powers, rights, remuneration and duties of the Auditors shall be complied with.
If the company shall be wound up, the liquidator may with the sanction of a Special Resolution of the Company and any other sanction required by law, divide amongst the members in specie or kind the whole or any of the assets of the company (whether they shall consist of property of the same kind or not) and may, for such value as he may deem fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between, the members or different classes of members. The liquidator may, with like sanction, vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributories as the liquidator with the sanction shall think fit but so that no members shall be compelled to accept any share or other securities whereon there is any liability.
Every Director, Manager, or Officer of the company or any person (whether an officer of the company or not) employed by the company as Auditor shall in the execution of his duties be indemnified out of the funds 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 be is relieved by the Court under section 558 of the Act.
A notice may be given by the Company to any member either personally or by sending it by post to him or his registered address or (if he has no registered address within Nigeria) to the address, if any, within Nigeria supplied by him to the Company for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting. aletter containing the notice, and to have been effected at the expiration of 7 days after the letter containing the same is posted;
Name of subscriber | Address | Description | Signature |
1.Chief nosaikhireiyare | Businessman |
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2.abubakar amin | 10 baba St. Lagos State. | ,, |
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3.abdullah IBN seikh |
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DATED THE …………..DAY OF ……………………..2014
WTNESS to the above signatures:
Name:
Occupation:
Address:
Date:
Signature:
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