Learning outcomes:
- Prepare a checklist of documents required for registration of companies
- Prepare MEMOART for incorporation of companies
- Complete statutory forms for companies’ incorporation
- Identify the professional responsibilities involved in the formation of a company
Documents that will be given clients under PART A
- Certified True Copies CAC 1.1 Application for registration of company
- Certificate of incorporation
- CTC of the stamped memorandum and articles of association
They are important for business transaction
Documents that will be given clients under PART B
- Certificate of registration
- CTC CAC BN/1 application for registration of business names
- Receipt of filing
Documents that will be given clients under PART C
- Certificate of incorporation
- CTC of the constitution
- CTC of FORM CAC/IT 1 – Incorporated trustees application form
Memorandum of association prevails over the articles of association
Draft the subscription box and subscription clause of the company limited by shares of the task (week 6) in the ratio of 4:3:2:1 with Aina having 4 . pg 286
Draft the object clause of affordable goods. – the main object was to take over an existing business and that must be reflected in the object clause
“The business for which the company is established is to acquire and take over the business and assets of Goodie Sweetie Nigeria ltd”
This partnership agreement is made this day …14…….of ………… between Aina Samuel of 14 Ikoyi drive, Lagos a business consultant (of the first part ) and kate Danjuma of 15 Awolowo road, Ikoyi a business woman (of the second part)……
Its name, address and occupation in that order.
If there are more than 4 people the draft of the commencement clause will read “This partnership is made this ………day of ……….between persons whose names addresses, particulars are provided in schedule 1 of this agreement”
Draft the profit sharing clause
“Profit accrued from this partnership shall be shared in
What do you do to ensure that you’re in control of the company?
- Insert the name in the article as a director, so before he can be removed the articles have to be altered
- Majority shareholding
- Shadow director so he can control
- Make him secretary so he can have possession of the common seal
- Right of pre-emption
Incorporation of company can only be done online in these states: Lagos, FCT, River state, Enugu, Kano and Kaduna.
Note how to do the E step-by-step registration process and the issue of availability of name.
Note the distinction in pre-emptive right clause and restriction of transfer of shares. Pre-emptive right clause usually inserted in the memo of public companies while restriction of transfer of shares clause can be inserted in private companies.
Note the matters that come under article of association and the issues that come under the memorandum
The memorandum is the Company’s charter while articles of association is the companies’ bye-law. They both constitute the constitution of the company and if there is any conflict between the memorandum and the articles,the memorandum, which is the company’s charter will prevail.