Section 27 CAMA 2020
Section 27 Companies and Allied Matters Act is about Requirements with respect to the memorandum of a company. It is under Chapter 1 (Memorandum Of Association) of PART B (INCORPORATION OF COMPANIES AND INCIDENTAL MATTERS) of the Act.
Requirements with respect to the memorandum of a company
(1) The memorandum of association of every company shall state—
(a) the name of the company ;
(b) that the registered office of the company shall be situated in Nigeria ;
(c) the nature of the business or businesses which the company is authorised to carry on, or, if the company is not formed for the purpose of carrying on business, the nature of the object or objects for which it is established ;
(d) the restriction, if any, on the powers of the company ;
(e) that the company is a private or public company, as the case may be ; and
(f ) that the liability of its members is limited by shares, by guarantee or unlimited, as the case may be.
(2) If the company has a share capital—
(a) the memorandum of association shall also state the amount of the minimum issued share capital which shall not be less than N100,000.00 in the case of a private company and N2,000,000.00, in the case of a public company, with which the company proposes to be registered, and the division thereof into shares of a fixed amount ; and
(b) each subscriber shall write opposite his name the number of shares
he takes.
(3) A subscriber of the memorandum who holds the whole or any part of the shares subscribed by him in trust for any other person shall disclose that fact and the name of the beneficiary in the memorandum of association.
(4) The memorandum of association of a company limited by guarantee
shall also state that—
(a) the income and property of the company shall be applied solely towards the promotion of its objects, and that no portion thereof shall be paid or transferred directly or indirectly to the members of the company except as permitted by, or under this Act ; and
(b) each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member for payment of debts and liabilities of the company, and of the costs of winding-up, such amount as may be required not exceeding a specified amount and the total of which shall not be less than N100,000.
(5) The memorandum of association shall be signed by each subscriber in the presence of at least one witness who shall attest the signature.
(6) The memorandum shall be stamped as a deed.
