What articles of association means
If the memorandum says what the company is, the articles say how it runs.
The articles are the constitution of the company. They cover who can call a meeting, what counts as a quorum, how directors are appointed and removed, how shares are issued and transferred, and how disputes between shareholders get handled.
In Nigeria you will usually hear them referred to together with the memorandum as MEMART, which is simply the memorandum and articles of association filed as one bundle at the CAC.
How it is used
The articles sit quietly until people disagree. Then they decide everything.
When a co founder wants out and wants to sell their shares to an outsider, the articles say whether the others get first refusal. When two directors deadlock, the articles say whether the chairman has a casting vote. When somebody wants to remove a director, the articles say what notice is required.
Most Nigerian companies are registered on the CAC's standard template articles, which is fine for a one person company and a poor fit for anything with co founders, investors or unequal contributions.
Key features
- Filed at the CAC as part of MEMART when the company is incorporated
- Binds the company and its members as a contract between them
- Covers meetings, quorum, voting, share transfers, directors and dividends
- Can be amended by special resolution of the members, then filed at the CAC
- Overridden by the Companies and Allied Matters Act where the two conflict
How this works in Nigeria
CAMA 2020 changed a few things founders should know. A single person can now incorporate and run a private company, so articles no longer need to assume two or more members.
The CAC provides model articles, and the overwhelming majority of Nigerian companies adopt them unchanged. That is a decision, even when it is made by default, and it is the reason so many founder disputes end with somebody discovering that the standard articles let the other side do exactly what they just did.
Articles vs memorandum vs shareholders agreement
The memorandum is the company's identity, including its name, its objects and its share capital. The articles are its internal rules. Both are filed at the CAC and both are public.
A shareholders agreement is different. It is a private contract between the owners, it is not filed anywhere, and it can carry the commercially sensitive terms you would rather not publish, such as who gets what on an exit. Serious founders use both, with the articles handling the mechanics and the shareholders agreement handling the deal.
Limits and risks
Articles cannot override CAMA. Where a provision in your articles conflicts with the statute, the statute wins, and the clause is simply unenforceable.
They are also public. Anyone can order your file from the CAC and read them, so anything genuinely confidential belongs in a shareholders agreement instead.
Worth knowing
Adopting the CAC default articles without reading them is the single most common cause of founder disputes that cannot be fixed later without everyone agreeing.