The Contents of a Memorandum of Association

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.