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The short answer
Under section 27 of CAMA 2020, a memorandum must state the company's name, that its registered office is in Nigeria, its business or objects, any restriction on its powers, whether it is private or public, and how members' liability is limited, plus the share capital (at least ₦100,000 for a private company) and each subscriber's shares; it is signed before a witness and stamped as a deed. Articles are optional to the extent the model articles prescribed under sections 33 and 34 apply by default, and you only need your own where you want different rules.
Two documents, two jobs
The memorandum and articles of association (often called "MEMART") are a company's founding documents. Broadly, the memorandum says what the company is: its name, type, objects, liability and capital. The articles say how it is run: shares, meetings, directors, decisions and records. CAC requires both to be settled at incorporation, and banks ask for them when you open a corporate account (Access Bank's corporate account page lists the memorandum and articles among its requirements).
What the memorandum must contain
Section 27(1) of the Companies and Allied Matters Act 2020 (CAMA) lists the compulsory contents:
- The company's name, ending with "Limited" or "Ltd" for a private company, "Public Limited Company" or "PLC" for a public company, "Limited by Guarantee" or "Ltd/Gte", or "Unlimited" (section 29).
- That the registered office is in Nigeria.
- The nature of the business, or the objects if it is not formed to carry on business.
- Any restriction on the company's powers.
- Whether it is a private or public company.
- Whether members' liability is limited by shares, by guarantee or unlimited.
Section 27(2) adds, for companies with share capital: the issued share capital, which may not be below ₦100,000 for a private company or ₦2,000,000 for a public company, its division into shares of a fixed amount, and each subscriber's number of shares written against their name. A subscriber holding shares in trust for someone else must disclose that and name the beneficiary (section 27(3)).
For a company limited by guarantee, section 27(4) requires statements that income and property go only to its objects, and that each member will contribute up to a stated amount, totalling at least ₦100,000, on winding up.
Formalities
- Each subscriber signs in front of at least one witness who attests the signature (section 27(5)).
- The memorandum is stamped as a deed (section 27(6)); stamp duty is assessed separately and shown during filing.
- CAC prescribes the form of the memorandum by regulation (section 28).
- Section 32(3) says registered articles are one document, divided into consecutively numbered paragraphs.
Objects: unrestricted unless you restrict them
Section 35(1) says a company's objects are unrestricted unless its articles specifically restrict them. Many companies still describe their main business so banks, licensing bodies and partners can see what they do. Restricting objects is a choice, not a requirement: it can reassure investors that the company will stay in one line of business, but every later change of direction then needs a filing. Changing a stated object later requires notice to CAC, and the change takes effect only once CAC registers it (section 35(2)).
Model articles: the default
Section 33 lets the Minister prescribe model articles, which may differ by type of company. Section 34 then applies them by default: if a limited company registers no articles, the relevant model articles are its articles; if it registers articles that do not exclude or modify them, the model articles fill the gaps. Section 32(2) confirms you only need to register articles if model articles do not apply by default. Section 36(4)(e) asks for articles at registration only "to the extent that these are not supplied by the default application of model articles".
When to customise
- Two or more founders
- Rules on share transfers, pre-emption and what happens if a founder leaves.
- Outside investors
- Share classes, investor consent rights and board seats.
- Family company
- Who may hold shares and how they pass on death.
- Regulated sector
- Wording a regulator requires, and any industry capital minimum CAC's checklist mentions for objects.
- Planning to raise money later
- Clear rules on issuing new shares, so a future round does not need a rewrite first.
A sole founder with a simple business can often rely on the model articles and revisit them when investors arrive. See registering a private limited company.
Changing the memorandum and articles later
CAC's 2022 Operations Checklists list the alteration of memorandum and articles under sections 50 to 53 of CAMA. The filing needs a special resolution stating the altered clauses, a stamped copy of the amended memorandum and articles and, where relevant, a certified copy of any court order. The checklist notes that subscriber particulars must not change, and that "SIGNED" may be printed against the subscribers' names in the amended copy. Under CAC's fee schedule gazetted on 29 May 2025, post-incorporation filings cost ₦5,000 for a small company and ₦10,000 for other private companies, and CAC's May 2023 service charter sets 24 hours for alterations. An increase in share capital also requires the memorandum and articles to be amended (section 127(8)): see increasing share capital.
Where Pryme fits
The memorandum and articles are among the documents used to open a Pryme Business Account; the Chief of Staff agent can keep track of board resolutions for a director to approve.
Questions people ask
What must be in a memorandum of association in Nigeria?
Name, registered office in Nigeria, business or objects, any restriction on powers, private or public status, liability type, and for share companies the issued capital and each subscriber's shares (CAMA 2020, section 27).
Is articles of association compulsory under CAMA 2020?
A company must have articles, but if it registers none, the model articles apply by default (sections 32 and 34).
What is the minimum share capital for a private company in Nigeria?
₦100,000 for a private company and ₦2,000,000 for a public company (section 27(2)).
How do I amend my company's memorandum and articles at CAC?
Pass a special resolution, file it on the CAC portal with a stamped amended copy; CAC's 2022 checklist lists the requirements and the charter sets 24 hours.
Sources
- Companies and Allied Matters Act 2020 (full text) · accessed Oct 2026
- CAC Operations Checklists 2022 · accessed Oct 2026
- CAC New Schedule of Fees, Official Gazette No. 92 Vol. 112 (29 May 2025) · accessed Oct 2026
- CAC Service Charter (approved May 2023) · accessed Oct 2026
- Access Bank Nigeria: Corporate Account requirements · accessed Oct 2026
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