Memorandum of Association

It is filed at the CAC at incorporation, alongside the articles, and the two together are what registration agents mean when they ask for your MEMART.

The objects clause is the part founders actually engage with, because it describes what the business is permitted to do. Banks read it when opening accounts, regulators read it when licensing, and counterparties read it during due diligence. A company whose objects say nothing about the business it is actually running raises questions it does not need to raise.

CAMA 2020 kept the memorandum central, and it is still the document that establishes the company's existence and capacity.

The practical advice on objects is to draft them broadly enough to cover what you plan to do next, not merely what you are doing today. Amending later is possible by special resolution and a filing, but it costs time and money that a well drafted clause avoids.

Some regulated activities also require specific objects before a licence will be granted, so if you are heading toward fintech, insurance broking or similar, check the regulator's expectations before you file.

The memorandum is outward facing. It says who the company is, what it may do, and how its capital is structured.

The articles are inward facing. They govern meetings, quorum, voting, share transfers, appointment and removal of directors, and dividends.

In Nigerian practice they are filed together and referred to as MEMART, which is why people often treat them as one document. They do different jobs, and when a dispute arises it is usually the articles that decide it.

The memorandum cannot override CAMA. Where a provision conflicts with the statute, the statute prevails.

It is also public, so nothing confidential belongs in it. Commercially sensitive arrangements between owners belong in a shareholders agreement, which is private and unfiled.