Alteration of Memorandum and Articles of Association with the Corporate Affairs Commission in Nigeria
Learn how to amend the memart in Nigeria: alteration of memorandum, alteration of articles, company name change, special resolution, statement of objects, model articles, documents stamping, statutory fee, and the Corporate Affairs Commission cac filing process under CAMA 2020.
A company’s constitution is not frozen at incorporation. Under the Companies and Allied Matters Act 2020 (CAMA 2020), published in the Federal Republic of Nigeria Official Gazette, a company may amend the memart when its business, governance rules, or identity changes. This guide explains the legal basis, alteration requirements, and the cac filing process for an alteration of memorandum, an alteration of articles, and a related company name change.
What the Memorandum and Articles of Association Contain
The memorandum and articles of association are the constitutional documents of a Nigerian company. In current practice they are prepared and filed together as one instrument, commonly called the MEMART.
The memorandum of association records foundational matters such as the company’s name, status, and, where the company chooses to state them, its business or objects. The articles of association regulate internal management: meetings, voting, directors’ powers, share transfers, and similar rules. Section 32 of CAMA 2020 requires articles to be contained in a single document divided into consecutively numbered paragraphs.
Together, the memorandum and articles of association bind the company and its members. Any later change must follow the Act and be registered with the Corporate Affairs Commission before it can be relied on as the company’s current constitution.
Model Articles, Default Model Articles, and the Power of Minister
CAMA 2020 replaced the old scheduled template articles with a flexible system.
Power of Minister to Prescribe Model Articles
Section 33 gives the power of minister responsible for trade to prescribe model articles by regulations. Different model articles may be prescribed for different descriptions of companies. A company may adopt all or any of those provisions. An amendment of the model articles does not affect a company already registered before that amendment takes effect.
Default Model Articles
Section 34 sets out the default model articles rule. On formation of a limited company, if articles are not registered, or if registered articles do not exclude or modify the relevant model articles, those model articles form part of the company’s articles as if they had been expressly registered. The relevant model articles are those in effect for that description of company on the date of registration.
Companies that later wish to depart from default model articles must do so by a proper alteration of articles, not by an informal internal note.
Statement of Objects and the Company’s Objects
Section 35 introduces an important default. Unless a company’s articles specifically restrict the objects of the company, its objects are unrestricted. Where the company amends its articles to add, remove, or alter a statement of objects, it must give notice to the Commission. The Commission registers that notice, and the amendment is not effective until the notice is entered on the register.
Many companies, especially those incorporated before CAMA 2020, still carry an express objects clause in the memorandum of association. Where the company’s objects are stated in the memorandum, an alteration of memorandum with respect to business or objects follows section 51. New or expanded activities that fall outside a stated clause, or that must match an industry licence, should be reflected in the filed constitution. Any altered object should also meet any industry-prescribed minimum share capital notified to the Commission.
When a Company Should Amend the MEMART
Companies commonly amend the memart to:
- add, narrow, or restate the company’s objects or nature of business;
- adopt or modify model articles, or replace default model articles with bespoke rules;
- reflect a company name change in the constitutional document;
- update governance provisions on meetings, directors, transfers, or class rights, within the limits of the Act;
- align the constitution with a re-registration or a capital change that the Act requires to be stated in the constitution.
An alteration that conflicts with CAMA 2020, or that is not made for a proper corporate purpose, may be open to challenge. Subscriber particulars in the original memorandum should not be rewritten as if the subscribers had changed.
Alteration of Memorandum
Sections 49 to 52 regulate how far the memorandum of association may be changed.
The name cannot be altered except with the consent of the Corporate Affairs Commission under section 30. Business or objects, where stated in the memorandum, may be altered under section 51. Other provisions that could lawfully have been placed in the articles of association instead of the memorandum may be altered under section 52, subject to minority protections and any express restriction in the memorandum itself.
Mode of Altering Business or Objects
Where a company has stated its business or objects in its memorandum, section 51 allows it to alter those provisions by special resolution. Notice in writing must be given to all members, whether or not they are entitled to attend. The same notice must be given to holders of debentures secured by a floating charge, who are entitled to object.
The alteration does not take effect if an application is made to the Court to cancel it, except so far as the Court confirms it. An application may be made by holders of not less than 15 percent in nominal value of the issued share capital or of any class, or, if the company is not limited by shares, by not less than 15 percent of the members. Holders of not less than 15 percent of the relevant debentures may also apply. A person who consented to or voted for the alteration cannot apply. The application must be made not later than 28 days after the resolution.
The Court may confirm the alteration wholly or in part, and on terms, and may facilitate an arrangement for the purchase of dissenters’ interests. No part of the company’s capital may be spent on that purchase.
Delivery after an Objects Resolution
If a Court application is made, the company must forthwith notify the Commission, and within 15 days of the order deliver a certified true copy of the order. If the Court confirms the resolution, a printed copy of the memorandum as altered must accompany that order. If no application is made, the company must, within 15 days from the end of the 28-day objection period, deliver a copy of the resolution to the Commission. That produces a practical outer window of 43 days from the resolution where there is no Court challenge. The Court may extend the time for delivery of documents under the Court-application limb. Default exposes the company and every officer in default to a penalty prescribed by regulation, including a daily default penalty.
If the Commission is not satisfied, it gives written notice, and an aggrieved person may appeal to the Court within 21 days, or within such extended time as the Court allows.
Alteration of Articles
Section 53 provides that, subject to the Act and to conditions in the memorandum, a company may by special resolution alter or add to its articles of association. The altered articles are as valid as if they had been contained in the original articles, and they remain open to further alteration by special resolution.
An alteration of articles is the route for internal rules and, under section 35, for adding, removing, or changing a statement of objects in the articles. Entrenched or class rights, and any condition in the memorandum that limits how articles may be changed, must be respected. A member is not bound by an alteration that requires that member to take more shares, or to increase liability to contribute capital, unless the member agrees in writing.
Company Name Change
A company name change is separate from a general objects or articles amendment, although the memorandum and articles of association must be brought into line with the new name.
Under section 30, a company may change its name by special resolution and with the approval of the Commission signified in writing. Approval is not required where the only change is the substitution of “Public Limited Company” for “Limited”, or the reverse, on a conversion between private and public status. The Commission may also direct a change where a name is identical or nearly identical to an existing name, or where it conflicts with a prior trade mark or business name registered in Nigeria without the owner’s consent.
Before the resolution is filed, the proposed name should be checked and reserved. Restricted and prohibited names under the Act will not be approved. After approval, the Commission enters the new name on the register and issues a certificate of incorporation altered to meet the case. The change does not affect the company’s rights or obligations, and proceedings may continue in the new name.
The Corporate Affairs Commission’s published requirements for a change of name include a special resolution signed by directors, an application stating the reasons, up-to-date annual returns, payment of the filing fee, surrender of the original certificate where still required, and a stamped memorandum and articles bearing the new name.
Passing a Special Resolution
A special resolution is the member decision that authorises an alteration of memorandum, an alteration of articles, and a voluntary company name change. It requires a three-fourths majority of the votes cast by members entitled to vote and voting, at a meeting of which proper notice has been given, or by the written-resolution route available to a private company where the Act permits it.
In practice, the board first approves the proposal and authorises the calling of the meeting. The notice should set out the exact clauses to be altered. The resolution should identify the statutory basis, state the new wording, and authorise directors or the secretary to complete stamping and filing. For a name change, the resolution should be expressed as subject to the approval of the Commission.
Minutes and a clean copy of the resolution, signed as the Commission requires (commonly by at least two directors, or one director in the case of a small company where that practice is accepted), form part of the filing pack.
CAC Filing Process and Alteration Requirements
Post-incorporation changes are filed with the Corporate Affairs Commission, usually through the post-incorporation portal by a director, secretary, or an accredited agent. Annual returns should be up to date; the Commission commonly will not complete a constitutional filing while returns are outstanding.
Documents the Commission Expects
The Commission’s operations checklist for an alteration of memorandum and articles, under sections 50 to 53, requires:
- a special resolution stating the altered clause or clauses;
- a stamped memorandum and articles of association reflecting the alteration;
- a certified true copy of the Court order, where a Court application was made.
Practical notes from that checklist should be followed closely. Particulars of the original subscribers should not be altered. It is sufficient to print “SIGNED” in the signature column opposite the subscribers’ names in the reprinted document. Altered objects should comply with any industry-prescribed minimum share capital. For an objects alteration with no Court application, filing should be made within 15 days after the 28 days allowed for an application to cancel the resolution. Where the Court sanctions the resolution, the certified order and the stamped memorandum and articles should be filed within 15 days of the order.
The altered document should be a consolidated memorandum and articles of association, not a loose list of deletions. File the category that matches the change: alteration of MEMART, change of name, or a capital filing, rather than forcing unrelated changes into one application.
Outline of the Filing Steps
- Confirm that annual returns and earlier queries are clear.
- Hold the board and member processes and pass the special resolution.
- Prepare the consolidated MEMART showing only the authorised changes.
- Complete documents stamping and pay stamp duty as assessed.
- Start the correct post-incorporation application, upload the resolution, the stamped MEMART, and any Court order, and pay the statutory fee.
- Answer any query promptly. On approval, the register is updated. A certified true copy of the amended MEMART can then be requested for banks, regulators, and counterparties.
Processing targets published by the Commission for routine post-incorporation services are short once a complete application is received, but queries, name consents, and Court papers extend the calendar time.
Documents Stamping and the Statutory Fee
Documents stamping is a condition of a valid constitutional filing. The altered memorandum, and where required the resolution, must be assessed and stamped with the Federal Inland Revenue Service (the successor in practice to the former Federal Board of Inland Revenue). The Commission’s own filing note requires re-stamping of the memorandum and states that the altered memorandum should be stamped before filing.
After stamping, a statutory fee for the alteration is paid to the Corporate Affairs Commission. The amount is prescribed by the Commission and can change, so it should be confirmed on the portal or in the current fee schedule at the time of filing rather than taken from an old quotation. Stamp duty is separate from that statutory fee. A capital increase, if combined with the constitutional change, attracts its own duty on the increase and is not a substitute for MEMART stamping.
Official Gazette, Timelines, and Extension of Time
CAMA 2020 is the governing statute and was published in the Official Gazette. Regulations made under the Act, including those that may set model articles or prescribe penalties and forms, should be read in their gazetted or officially published form. Companies should not rely on an outdated internal precedent when the Official Gazette or the Commission’s current checklist has moved on.
Statutory delivery periods are strict. For objects, the Act builds in the 28-day objection window and then 15 days for delivery, which is why Commission materials also refer to filing a special resolution for this alteration within 43 days where there is no Court application. Other special resolutions are generally delivered within the shorter period the Act prescribes for registration of resolutions, commonly 15 days, unless a specific section states otherwise.
Section 51(9) allows the Court to grant an extension of time for delivery of documents to the Commission in a case where a Court application was made. Separately, the Commission administers extension of time applications in other corporate processes, such as an extension of time to hold an annual general meeting, and it may accept a late constitutional filing only with the applicable penalty and any further document it requires. Leaving the filing late risks a daily default penalty and a query that delays the date on which the amendment takes effect on the register.
Practical Limits and Good Filing Habits
Keep the resolution and the reprinted clauses identical. Do not alter subscriber details. Do not file an objects change that ignores a pending Court application. Do not treat a company name change as complete until the Commission has approved the name and issued the updated certificate. After registration, issue copies of the memorandum and articles that embody the alterations, as the Act requires copies supplied by the company to reflect registered changes.
Because portal fields, forms, and fees are updated from time to time, the safest course is to match the filing to the current Corporate Affairs Commission checklist and to CAMA 2020, and to take advice where class rights, a Court objection, or a regulated activity is involved.
Frequently Asked Questions
Can we amend the memart without a special resolution?
No. An alteration of memorandum in respect of stated business or objects, an alteration of articles, and a voluntary company name change all require a special resolution, together with any extra approval the Act requires, such as Commission consent for a new name or Court confirmation if a valid objection is filed.
What is the difference between model articles and default model articles?
Model articles are the templates the Minister may prescribe under the power of minister in section 33. Default model articles are those templates as they apply automatically under section 34 when a limited company does not register articles, or does not exclude or modify the relevant model. A later change still needs a proper alteration of articles and a filing with the Corporate Affairs Commission.
What happens if we miss the filing window?
For an objects alteration, documents must be delivered within the section 51 periods. The Court may allow an extension of time for delivery in the Court-application case. Outside that, late delivery can attract the prescribed penalty for every day of default, and the Corporate Affairs Commission may require an extension of time application or a penalty payment before it will complete the cac filing process. The amendment should not be treated as effective against third parties until it is registered.