Articles of Association Template (Nigeria)
Articles of Association Template that sets the internal rules of a Nigerian private company limited by shares; CAMA 2020-aligned. Easily customize and download
Preview
A basic Nigerian articles of association you can customize and download in minutes
Articles of association are the rulebook for how a company is run - its internal constitution. This template is a basic, plain-English format for a Nigerian private company limited by shares, drafted on the standard structure used for Corporate Affairs Commission (CAC) registration and aligned with the Companies and Allied Matters Act, 2020 (CAMA). It sets out the company's share capital, the private-company restrictions, how shares are transferred, how meetings are run and votes are counted, the appointment and powers of directors, dividends, accounts, and the subscribers who form the company.
Just answer a few simple questions - the company name, the share capital and shares, the meeting and board quorums, the minimum number of directors, and the subscribers — and your personalized articles of association are generated instantly, ready to download as PDF or Word for use in incorporating or updating your company.
What this articles of association includes
- A clear preliminary clause naming the company and confirming it is a private company limited by shares governed by CAMA 2020
- The private-company restrictions under section 22 of the Act - the 50-member limit, restricted share transfers, and no public invitation
- Share capital and shares, with a pre-emption right on new issues (section 142 of the Act)
- Transfer and transmission of shares, including the directors' discretion to decline a transfer, and alteration of capital
- General meetings (annual and extraordinary), notice periods, quorum and voting on a show of hands or poll
- Directors - minimum number (with the single-director option for a small company), appointment, remuneration, powers, duties under the Act, and board meeting quorum
- A company secretary clause (noting a small company need not have one), dividends and reserves, accounts and audit, and a common seal / execution clause
- Notices, winding up, an indemnity for officers, and a subscription and execution block with the subscribers, their shares and a witness
How to create your articles of association
1. Open the template and click Generate.
2. Answer the guided questions - the company name, share capital and shares, quorums, minimum directors, and the subscribers.
3. Generate the document - your details are merged into the articles automatically.
4. Review and download as PDF or Word, then use them with your memorandum of association for CAC registration (or to update your company's constitution).
Who is this articles of association for?
Founders and small businesses incorporating a private company limited by shares in Nigeria, and existing companies that want a clean, standard set of articles. It pairs with a memorandum of association and is designed for straightforward companies; for special share classes, investor rights or complex governance, you can build on it or ask a lawyer to tailor it.
Disclaimer: This template is provided for convenience and general information only and is not legal advice. Company incorporation in Nigeria is governed by CAMA 2020 and CAC regulations, and the CAC may prescribe or require particular model articles and formats. For companies with special rights, multiple share classes, or unusual arrangements, have your articles reviewed by a qualified Nigerian corporate lawyer before filing.
---
What's included
- Professional formatting and layout
- Easy customization with guided questions
- Multiple export formats: pdf, docx
- Basic articles aligned with CAMA 2020 and CAC practice
- Instant download after generation
- Professional formatting and layout
- Easy customization with guided questions
- Multiple export formats: pdf, docx
- Legally reviewed and compliant
- Instant download after generation
What are articles of association, and does my Nigerian company need them?
Articles of association are a company's internal rulebook — they set out how the company is governed: the share capital, how shares are transferred, how meetings and votes work, and the appointment and powers of directors. Under the Companies and Allied Matters Act, 2020 (CAMA), every Nigerian company must have articles of association, filed with the Corporate Affairs Commission (CAC) alongside the memorandum of association when the company is registered.
Is this template suitable for a private company limited by shares?
Yes. It is written specifically for a private company limited by shares — the most common company type in Nigeria — and includes the private-company restrictions required by section 22 of CAMA (the 50-member limit, restricted share transfers, and no invitation to the public). It is a basic set of articles on the standard CAC structure, suitable for a straightforward company.
What is the difference between the memorandum and the articles of association?
The memorandum of association records the company's essential details — its name, registered office in Nigeria, objects/business, and share capital — and its relationship with the outside world. The articles of association govern the company's internal management — shares, meetings, directors and so on. Both are filed together with the CAC to incorporate the company. This template is the articles; you also need a memorandum.
How many directors and shareholders do I need?
Under CAMA 2020, a private company can be formed with as few as one shareholder and, if it qualifies as a small company, a single director. This template lets you set the minimum number of directors and the meeting quorums, and it includes subscriber slots so one or more people can subscribe for shares when the company is formed.
Can I set my own share capital in the template?
Yes. You enter the issued share capital, the number of shares and the nominal value per share, and the subscribers and how many shares each takes. Note that under section 27 of CAMA the minimum issued share capital for a private company is ₦100,000, so set an amount at or above that unless a higher minimum applies to your type of business.
Can I use these articles to register my company with the CAC?
These articles are drafted on the standard structure used for Nigerian private companies and are designed to support CAC registration alongside your memorandum. The CAC may prescribe particular model articles or formatting, and registration is now largely done online, so check the current CAC requirements — and for special share rights or complex governance, have a corporate lawyer review the articles before filing.
Premium plan required to use this template