The following are the contents of a Memorandum of Association under the Companies and Allied Matters Act 2020 among others:

The name of the Company: Each prospective company which intends to get registered under the Companies and Allied Matters Act is required to insert it the Memorandum of Association the proposed name of the company and unlike natural persons, a company seeking registration is not allowed to employ the use of a name which another registered company bears or is known with. These names not permissible are: names already registered, names that are misleading, names against public policy, names prohibited by law or considered immoral and names that offend registered trademarks etc. 

The registered company must state that the company will be situated in Nigeria. See section 27(1)(b) of the Act.

The nature of the business of the company and where the company is not registered for the purpose of business, the objects or objects of the company. The restriction if any on the powers of the company must also be stated. 

The Memorandum must state whether the company is a private or a public company.

The company must also state the nature of liability of its members; whether their liability is limited by shares, guarantee or unlimited as the case may be.

The Memorandum of a company must state the share capita of the company. See section 27(2)(a) of the Act. it shall state the issued share capita which shall not be less that N100, 000 for a private company and N2,000,000 for a public company.

Each subscriber must state his name against the shares taken by him. See section 27(2)(b) of the Act.

Every Memorandum shall be signed by each subscriber in the presence of at least one witness which shall at least attest.

The memorandum must be stamped as a Deed. See section 27(6) of the Act. 

It must be noted that the above contents of a company are general requirements for all companies seeking registration, however for special companies like a company limited by guarantee, there are additional contents which the memorandum must contain. They include the following:

The Memorandum must state that the income and property of the company shall be applied solely to its objects and no portion of it should be shared to its members. See section 27(4)(a) of the Act.

Each member of a company limited by guarantee shall undertake to contribute a minimum of N100, 000 should the company be wound up or is financially incapacitated. See section 27(4)(b) of the Act.

The Memorandum of a Company is the official document of that company which stipulates the core principles of a company and what the company shall be known for or is known for to the outside world. In order to reduce this meaning into bullet points, we will consider the following key points which illustrate what a memorandum of a company is:

• It is the official document of a company which engineers the relationship between the company and the outside world.
• It engineers the relationship between the officials and the members of the company.
• It also engineers the relationship between the officials, members and the company.

The memorandum of any company contains the powers of that company, name, financial strength as well as the details of actual, nominal and prospective members of the company. 

On the other hand, an Article of Association is an official document of a company which regulates the internal happenings of the company. We may be right to call this kind of document, the rules of procedure of the company which is aimed at guiding the conduct of how the company is run internally. it is divided into paragraphs and numbered consecutively. The procedure of how certain things are achieved in the company is covered by the Article of Association. For instance, where the Memorandum of Association of a company provides that a company has powers to borrow money, the Article of Association provides for how much money the company can borrow. Thus while the Memorandum of Association is the law of the company, the Article of Association is the rules. For legal clarity, we will provide hereunder in bullet points the differences between the aforementioned official documents of a company:  

• While a Memorandum of Association deals with the relationship between the company and the outside world, the Article of Association is a contract between the company and its officers and between the officers and the members of the company. See the case of Eley v Positive Gov't Security Life Association, where the court held that a provision in the Articles that the plaintiff would be the company's solicitor for life was not enforceable by the plaintiff, because he was an outsider and the Articles are not a contract between him and the company.     
• The Memorandum of Association may provide for the power of a company to borrow funds, but the Articles provide for how much the company can borrow in the circumstance.
• The memorandum of Association of a company is solely provided for by the promoters of the company as a pre-incorporation document, while the Articles of Association may either be drafted by the promoters or be adopted as a model Article usually prescribed by the Minister of the Commission. See section 33(1) of the Companies and Allied Matters Act 2020.
• The Memorandum is the law of the company, while the Articles of Association is the rules of the company.