Friday, May 29, 2009

Procedures For Incorporation of Companies

The companies and Allied matters Act, 1990 empowers the corporate Affairs Commission (CAC) to register, incorporate manage, regulate and supervise the formation of companies. Anybody whose plight is to incorporate a company shall present the following documents to the corporate affairs commission .
(a) Memorandum of association
This is the fundamental constitution of the company . The company owns its identity to the memorandum, which enunciate the power and obligation of the company as a legal entity. The details of the memorandum of association are as follows :
1. The company's name
2. The objects and nature of the business
3. The amount and type of nominal and authorized capital and the kinds of shares
4. A legal declaration that the liabilities of members are either limited, unlimited, or limited by
5. Conditions for alteration of the memorandum . Such alteration must be to the advantage of
the company .
6. The registered office of the company.

(b) Articles of association
These are the byelaw's of the company and they spot out the internal regulation for the
management of the affairs of the company.
The under listed are usually constituents of the articles of association .
1. Voting powers and rights of shareholders;
2. The issue, allotment and transfers of share;
3. Appointment and duties of directors;
4. Indemnity to safeguard the directors, secretary and other officers of the company;
5. The appropriate steps for winding up the company;
6. Borrowing powers of the directors;
7. Notice of situation of registered office of the company;
8. Incredential of Directors together with the consent of those of them spotted to be
the first directors;
9. A statement of the authorized share capital signed by at least one director;
10. A statutory declaration with the necessities of the Act . This declaration can only be made by
a legal practitioner .

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