Constitutive documents are documents which must be prepared by a company to be formed.
They are the basic documents for preparing formation of a company.
Constitutive documents include:
(1) Memorandum of Association;
Under section 2(1) of the Act, memorandum means memorandum of association of a company as originally formed or as altered from time to time. I must be prepared by the company to be formed. It is the external constitution of the company. It regulates the relations between the company and third parties. Its contents include;
1. Name.
2. Registered office (Domicil)
3. Objects
4. Liability
5. Capital
6. Association/ declaration
7. Particulars of subscribers
8. Date
(2) Article of Association;
Under section of the companies Act, articles means articles of association of a company as originally framed or as altered by special resolution including so far as they apply to the company the regulations contained in Table A. It is the internal constitution of the company contained the rules of internal management. It regulates the relations between the company and its members. If a company adopts Table A, as its articles,
Its contents include:
Calls Winding up
Lien on shares Dividend
Forfeiture of shares Bonus shares
Transfer and transmission of shares Convention and conduct of meetings Office of managing director Borrowing
Accounts. Division of powers between general meeting and board
(3) Statement of Nominal Capital;
This document is a requirement of the stamp duty Act cap 490. It contains the name of the company and the capital with which the company proposes to be registered. It facilitates assessment and payment of duty for purposes of incorporation.
(4) Declaration of compliance;
Under section 17(2) of the companies Act, this is a statutory declaration either by the Advocate engaged in formation of the company or by a person named by the article as director or secretary to the effect that the subscribers to the memorandum have complied with the company. It is sworn evidence of compliance with the provisions of the Act.