The Certificate of Incorporation of a Public Limited Company is a fundamental document required for establishing and operating a public limited company in Nigeria. This certificate is issued by the Corporate Affairs Commission (CAC) upon successful completion of the incorporation process and compliance with the requirements set out in the Companies and Allied Matters Act (CAMA) 2020. It serves as the primary evidence of the company's legal existence and is required for various business operations, including opening bank accounts, entering into contracts, and raising capital through public share offerings. The document includes crucial information about the company's structure, management, and share capital, and must be obtained before the company can commence operations or issue shares to the public. It's particularly important for businesses planning to raise capital from the public or seeking listing on the Nigerian Stock Exchange.
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1. Certificate Number and Date: Unique registration number assigned by CAC and date of incorporation
2. Company Name: Full registered name of the company with 'PLC' designation
3. Company Type: Specification that this is a public company limited by shares
4. Registered Office Address: Physical location of the company's registered office in Nigeria
5. Share Capital Structure: Details of authorized share capital, classes of shares, and nominal value
6. Object Clause: Primary business objectives and permitted activities of the company
7. Subscriber Information: Details of founding shareholders including names, addresses, and shareholdings
8. Directors Information: Names, addresses, and occupations of first directors
9. Company Secretary: Details of the appointed company secretary
10. Declaration of Compliance: Statement confirming compliance with CAMA 2020 requirements
1. Restricted Objects: Additional restrictions on company activities, if any specific limitations are desired
2. Foreign Participation Details: Required when there are foreign shareholders or directors
3. Special Rights Provisions: Details of any special rights attached to different share classes, if applicable
4. Branch Office Information: Details of any branch offices, if established at incorporation
5. Corporate Governance Structure: Specific governance arrangements beyond statutory requirements
1. Schedule 1: Memorandum of Association: Detailed document containing company name, registered office, objects, liability clause, and share capital details
2. Schedule 2: Articles of Association: Rules governing the internal management of the company
3. Schedule 3: Form CAC 1.1: Application for registration of the company
4. Schedule 4: Consent Forms: Signed consent forms from directors and company secretary
5. Schedule 5: Statement of Share Capital: Detailed breakdown of share classes, rights, and initial allotment
6. Schedule 6: Statutory Declaration of Compliance: Sworn declaration by legal practitioner or promoter regarding compliance with incorporation requirements
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