What is a MEMART (Memorandum and Articles of Association)?

What is a MEMART (Memorandum and Articles of Association)?

March 26, 2019

A memorandum and articles of association are legal documents that state the object of the company, shareholders of the company, the number of shares they subscribed to and the laid down rules in the running of the company which is signed by all subscribers and witnesses to the agreement and formation of the company.

CONTENTS OF A MEMORANDUM

  1. The name of the company
  2. The object of the company
  3. The type of company
  4. The number of shares
  5. The names of shareholders, number of shares subscribed to and signatures
  6. Signature and name of witness

CONTENTS OF ARTICLES OF ASSOCIATION

  1. Notice i.e notice of meetings and how it would be circulated among members and directors of the company
  2. The seal i.e the provision, use and custody of the company seal
  3. Voting
  4. Meetings
  5. Alteration of capital
  6. Commissions and brokerage
  7. Pre-emptive rights of shareholders of the company
  8. Restrictions on transfer of shares
  9. Class of shares
  10. Interpretation
  11. Names of subscribers
  12. Witness

 

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The information in this blog post (“post”) is provided for general informational purposes only, no information contained in this post should be construed as legal advice, nor is it intended to be a substitute for legal counsel on any subject matter. No reader of this post should act or refrain from acting on the basis of any information included in, or accessible through this post without seeking the appropriate legal or professional advice from the particular facts and circumstances at issue from a lawyer.

This post is protected by intellectual property law and regulations. It may however be shared using appropriate sharing tools provided that our authorship is always acknowledged and this Disclaimer Notice attached.

 

 

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Frequently Asked

  • When are Annual Returns due for filing?

    A company’s first Annual Returns are due for filing after 18 months of its inception, subsequently it should be filed annually as the name implies. The filing dates could differ for each company depending on their financial year end but must be filed not later than 42 days after its Annual General Meeting.

    The Annual Returns for Business Names is due not later than the 30th of June each year except in the year the business was registered.

  • What is the first thing I must do to register a business in Nigeria?

    To register a business in Nigeria; you would need to conduct a name search of the business. You can achieve this using your CAC-CRP account.

  • What is a testimonium clause in an agreement?

    This is the part of the agreement where the witness attests to have witnessed the execution of the agreement.

  • When can I start renewal of the registration of my product(s) with NAFDAC?

    You can start renewal 6 months to the date of expiry.

  • What is classified as personal data?

    Name, photograph, personal health/bio information, account/financial information, phone number, Address, date of birth, place of birth, Email address, etc.

  • Does a trademark search automatically reserve my trademark name?

    No, a trademark search does not automatically reserve that which is sought to be trademarked. A search ascertains whether that which is sought to be trademarked is available or violates any existing trademark.

  • What are the product categories available when registering with NAFDAC?

    The product categories include: Food, Cosmetics, Drug, Medical Device, Agro-Chemicals & Pesticide, Veterinary Products, Vaccines & Biologicals, Herbal and Nutraceuticals and Water

  • How many shareholders do I need to start a company?

    A minimum of one (1) adult shareholder is required to form a company.

  • Why do I need a trademark?

    You need to register your trademark because if you don’t register it, someone else can! It helps identify you as the source and indicates a consistent level of quality of your products and services. Securing a registered trademark protects your brand, and provides you with tools to prevent someone else from using similar signs and riding off the back of your business.

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