What is a MEMART (Memorandum and Articles of Association)?

What is a MEMART (Memorandum and Articles of Association)?

March 26, 2019

A memorandum and articles of association are legal documents that state the object of the company, shareholders of the company, the number of shares they subscribed to and the laid down rules in the running of the company which is signed by all subscribers and witnesses to the agreement and formation of the company.

CONTENTS OF A MEMORANDUM

  1. The name of the company
  2. The object of the company
  3. The type of company
  4. The number of shares
  5. The names of shareholders, number of shares subscribed to and signatures
  6. Signature and name of witness

CONTENTS OF ARTICLES OF ASSOCIATION

  1. Notice i.e notice of meetings and how it would be circulated among members and directors of the company
  2. The seal i.e the provision, use and custody of the company seal
  3. Voting
  4. Meetings
  5. Alteration of capital
  6. Commissions and brokerage
  7. Pre-emptive rights of shareholders of the company
  8. Restrictions on transfer of shares
  9. Class of shares
  10. Interpretation
  11. Names of subscribers
  12. Witness

 

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Frequently Asked

  • When are Annual Returns due for filing?

    A company’s first Annual Returns are due for filing after 18 months of its inception, subsequently it should be filed annually as the name implies. The filing dates could differ for each company depending on their financial year end but must be filed not later than 42 days after its Annual General Meeting.

    The Annual Returns for Business Names is due not later than the 30th of June each year except in the year the business was registered.

  • What’s the difference between a business name and an LLC?
    • A business name is a sole proprietorship, usually owned and managed by one individual only. Legally, the sole proprietor and his business are one. It simply means an individual trading with an alias. The sole proprietor is personally liable for all business related obligations.

    • A limited liability company on the other hand is a separate business entity from the individuals that hold its shares and act as directors. Legally, it’s a separate business entity and a person on its own who can transact business, own property separate from its owners and can sue or be sued. 

  • What are the benefits of Registering with SON?
    1. Product traceability in the Nigerian market
    2. Detection of counterfeit products
    3. Barriers to the circulation of substandard goods
    4. The official SON Product Registration Logo and number are displayed on registered products.
  • When can I start renewal of the registration of my product(s) with NAFDAC?

    You can start renewal 6 months to the date of expiry.

  • What’s the difference between a business name and an LLC?
    • A business name is a sole proprietorship, usually owned and managed by one individual only. Legally, the sole proprietor and his business are one. It simply means an individual trading with an alias. The sole proprietor is personally liable for all business related obligations.

    • A limited liability company on the other hand is a separate business entity from the individuals that hold its shares and act as directors. Legally, it’s a separate business entity and a person on its own who can transact business, own property separate from its owners and can sue or be sued. 

  • Can I trademark my logo and name separately? Why is this a good idea?

    Yes you can. The advantage is that it gives you the opportunity to have more than one logo or the opportunity to change your logo easily as opposed to registering the name and the logo as one trademark.

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