Corporate Charter Template for Nigeria

A Corporate Charter is your company's birth certificate in Nigeria - the official document that brings your business to life under the Companies and Allied Matters Act (CAMA). It spells out essential details like your company's name, purpose, structure, and the rights of your shareholders.

Once approved by the Corporate Affairs Commission (CAC), your charter becomes a binding contract between your company and the Nigerian government. It grants you legal powers to operate, raise capital, and conduct business while setting the ground rules for how you'll run things. You'll need it for opening bank accounts, signing contracts, and proving your company's legitimate existence to partners and authorities.

Your Corporate Charter becomes essential right when you're ready to launch your business in Nigeria. You'll need it to register with the Corporate Affairs Commission (CAC), open corporate bank accounts, and start legal operations. It's particularly crucial when seeking business loans, bidding on government contracts, or bringing on new investors.

Keep your charter handy for major business decisions like expanding into new markets, changing your company structure, or issuing additional shares. Nigerian regulators and potential business partners often request it to verify your company's legal status and operating powers. Having it readily available speeds up these transactions and builds trust with stakeholders.

• Standard Business Corporate Charter: Used by most private limited companies in Nigeria, outlining basic structure and operations
• Public Company Charter: More detailed version required for public companies listed on the Nigerian Stock Exchange, with additional governance rules
• Not-for-Profit Charter: Specially adapted for NGOs and charitable organizations, focusing on social objectives rather than profit distribution
• Professional Services Charter: Tailored for law firms, medical practices, and consulting firms, with specific professional conduct provisions
• Special Purpose Vehicle Charter: Designed for single-project companies or joint ventures, with focused operational scope

• Company Founders: Draft and sign the initial Corporate Charter, setting the company's foundation and direction
• Corporate Lawyers: Prepare and review the charter to ensure compliance with CAMA and protect stakeholder interests
• Board of Directors: Oversee charter implementation and ensure company operations align with stated objectives
• Corporate Affairs Commission: Reviews, approves, and maintains official records of all corporate charters in Nigeria
• Shareholders: Bound by the charter's provisions regarding their rights, responsibilities, and ownership structure
• Company Secretary: Maintains charter documentation and ensures ongoing compliance with its terms

• Company Details: Gather proposed business name, registered address, and scope of business activities
• Capital Structure: Determine share capital amount, types of shares, and initial shareholder distribution
• Leadership Framework: Define board structure, director qualifications, and management roles
• Business Objectives: List specific permitted activities and operational scope aligned with CAC requirements
• Stakeholder Rights: Document voting procedures, dividend policies, and transfer restrictions
• Regulatory Compliance: Ensure alignment with CAMA 2020 requirements and industry-specific regulations
• Document Review: Use our platform's automated checks to validate all mandatory elements are properly included

• Company Name: Full legal name with "Limited" or "Ltd" suffix as approved by CAC
• Registered Office: Physical address in Nigeria where official documents can be served
• Objects Clause: Clear statement of permitted business activities and operational scope
• Share Capital: Authorized share capital, types of shares, and initial allocation
• Director Provisions: Minimum/maximum number, appointment process, and powers
• Shareholder Rights: Voting procedures, dividend rights, and transfer restrictions
• Corporate Powers: Specific authorities granted to conduct business operations
• Amendment Process: Procedures for modifying the charter with required approvals

A Corporate Charter differs significantly from a Corporate Governance Document in several key ways. While both are crucial for business operations in Nigeria, they serve distinct purposes and have different legal standings.

• Legal Status: A Corporate Charter is your foundational document filed with CAC that legally establishes your company's existence. A Corporate Governance Document is an internal policy guide that doesn't create your legal entity
• Modification Process: Changing your Charter requires formal CAC approval and shareholder consent. Governance Documents can be updated through internal procedures
• Scope: The Charter defines basic company structure and powers. Governance Documents detail day-to-day operational rules and management practices
• Enforcement: Your Charter is legally binding and enforceable under CAMA. Governance Documents serve as internal guidelines with limited external enforcement