ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria DOCUMENTS REQUIRED FOR REGISTRATION OF COMPANIES IN NIGERIA A TERM PAPER SUBMITTED BY ABDULKAREEM HASSAN KEHINDE ARC/93/5431 COURSE ARC 807- PROFESSIONAL PRACTICE AND PROCEDURE I LEVEL- M TECH I SESSION- 2012/2013 LECTURER PROF. OGUNSOTE O. O. JUNE 2013

ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria Registration of companies Documents of incorporation (a)the memorandum of association (b)articles of association (c)the notice of the address of the registered office of the company (d)a statement of particulars of the first directors of the company (e)a statement of the authorized share capital signed by at least one director (f)A statutory declaration in the prescribed form by a legal practitioner

ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria the memorandum of association (1)The memorandum of every company shall state (2)(a) the name of the company; (b) that the registered office of the company shall be situated in Nigeria; (c) the nature of the business (d) the restriction, if any, on the powers of the company; (e) that the company is a private or public company, as the case may be; (f) that the liability of its members is limited by shares or by guarantee or is unlimited, as the case may be. (2) If the company has a share capital- (a) the memorandum shall also state the amount of authorised share capital. (b) the subscribers of the memorandum shall take among them a total number of shares of a value of not less than 25 per cent of the authorised share capital; and (c) each subscriber shall write opposite to his name the number of shares he takes.

ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria (3) A subscriber of the memorandum who holds the whole or any part of the shares subscribed by him in trust for any other person shall disclose in the memorandum that fact and the name of the beneficiary. (4) The memorandum of a company limited by guarantee shall also state that- (a) the income and property of the company shall be applied solely towards the promotion of its objects, and that no portion thereof shall be paid or transferred directly or indirectly to the members of the company except as permitted by or under this Act; and (b) each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member for payment of debts and liabilities of the company, and of the costs of winding up, such amount as may be required not exceeding a specified amount and the total of which shall not be less than Nl0.000, (5) The memorandum shall be signed by each subscriber in the presence of at least one witness who shall attest the signature. (6) The memorandum shall be stamped as a deed.

ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria Articles of association ( 1) The form and contents of the articles of association of a public company having a share capital, a private company having a share capital, a company limited by guarantee and an unlimited company shall be as in Parts I, II, III and IV respectively, of Table A in the First Schedule to this Act with such additions, omissions or alterations as may be required in the circumstances. [First Schedule. Parts I, II, III and IV. Table A.] (2) In the case of a company limited by guarantee, the articles of association shall state the number of members with which the company proposes to be registered for the purpose of enabling the Commission to determine the fees payable on registration. (3) The articles of association shall (a) be printed; (b) be divided into paragraphs numbered consecutively; and (c) be signed by each subscriber of the memorandum of association in the presence of at least one witness who shall attest the signature. (4) The articles shall bear the same stamp duty as if they were contained in a deed.

ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria Effect of memorandum and articles ( 1) Subject to the provisions of this Act, the memorandum and articles, when registered, shall have the effect of a contract under seal between the company and its members and officers and between the members and officers themselves whereby they agree to observe and perform the provisions of the memorandum and articles, as altered from time to time in so far as they relate to the company, members, or officers as such. (2) All money payable by any member to the company under the memorandum or articles shall be a debt due from him to the company and shall be of the nature of a speciality debt. (3) Where the memorandum or articles empower any person to appoint or remove any director or other officer of the company, such power shall be enforceable by that person notwithstanding that he is not a member or officer of the company.

ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria Member's right to copies of memorandum, (1) A company shall, on being so required by any member, send to him a copy of the memorandum and of the articles, if any, and a copy of any enactment which alters the memorandum, subject to payment, in the case of a copy of the memorandum and of the articles, of N20 or such less sum as the company may prescribe and in the case of a copy of an enactment of such sum not exceeding the published price thereof as the company may require. (2) If a company makes default in complying with this section, the company and every officer of the company who is in default shall be liable for each offence to a fine not exceeding N25.

ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria Alteration of memorandum ( 1) The name of the company shall not be altered except with the consent of the Commission in accordance with section 31 of this Act. (2) The business which the company is authorised to carry on, if the company is not formed for the purpose of carrying on business, the objects for which it is established, may be altered or added to in accordance with the provisions of section 46 or of Part XV of this Act. (3) Any restriction on the powers of the company may be altered in the same way as the business or object of the company. (4) The share capital of the company may be altered in accordance with the provisions of sections 100 to 111 of this Act, but not otherwise. (5) Subject to section 49 of this Act, any other provision of the memorandum may be altered in accordance with section 46 of this Act, or as otherwise provided in this Act.

ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria CONCLUSION AND RECOMMENDATION CONCLUSIONS The registration of companies in Nigeria by the cooperate affairs compression enables individual, or group of people whether private, public or government who wants to form company to have distinct names, as no two companies with the same name are registered in Nigeria RECOMMENDATIONS The corporate affairs commission who is saddled with responsibility of registering companies in Nigeria should not take too much time in to check the submitted application of companies intend to register so as to know if it is qualify or not.

ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria ARC 807: Professional Practice and Procedure Department of Architecture, Federal University of Technology, Akure, Nigeria ACKNOWLEDGEMENTS I acknowledge with gratitude the effort and contribution of Prof. Ogunsote O.O whose lecture note I used in writing this paper. Similar I appreciate the effort of Arc Omale, Arc Afolami and Arc Bobadoye for their contribution and cooperation when they were taking the course May God bless you all. REFERENCES THE FEDERAL REPULIC OF NIGERIA (1990);Companies and Allied Matters Act.