What is MEMART?
The ultimate blueprint of your company. Discover what's inside and why you should never lose this document.
When you download your registration documents from the CAC, you receive more than just a certificate. The most voluminous and critical part of that download is the MEMART—shorthand for the Memorandum and Articles of Association. Think of it as the "Constitution" or the "Owner's Manual" for your Ltd company. It is the definitive legal declaration of your business identity, defining who you are, what you do, and how your internal powers are balanced.
1. The Memorandum of Association
The Memorandum is the "external" facing document. It defines the company's relationship with the outside world.
- Objects Clause: Exactly what business activities the company is allowed to do.
- Name Clause: The official registered name.
- Liability Clause: Confirms that the member's liability is limited to their shares.
- Share Capital Clause: The total authorized capital (e.g., ₦1,000,000).
2. The Articles of Association
While the Memorandum is about *what* the company does, the Articles are about *how* the company is run. It is the internal rulebook.
Key Contents:
- • Procedures for appointing and removing Directors.
- • How to call and conduct Board and General Meetings.
- • Rights of different classes of shareholders.
- • How dividends are calculated and paid.
- • The use of the Company Seal.
3. Why MEMART Matters for Business
You won't just read this when you register. You will need it for:
Banking & Loans
Banks check your "Objects Clause" to ensure your business activities match your bank use.
Tenders & Contracts
Large corporations and government bodies require your MEMART to verify your legal capacity to sign contracts.
4. Can You Change Your MEMART?
Yes. As your business evolves, you may need to add new object clauses or change internal rules. This is done through a "Special Resolution"—a formal decision passed by shareholders holding at least 75% of voting shares, documented in minutes, and filed with the CAC within 15 days.
Pro Tip:
If you are going into a regulated field (like FinTech, Travel, or Healthcare), you must ensure your Objects Clause is very specific. Generic objects may be rejected by post-CAC regulators. For example, a travel agency MEMART must explicitly mention "Travel and Tour Operations" to qualify for NCAA licensing.
A MEMART amendment requires filing with the CAC and can take 5–10 business days to process. The amended MEMART then becomes the definitive governing document of the company. Keep all versions of your MEMART—historical versions may be requested during due diligence for mergers, acquisitions, or investor funding rounds.
Conclusion
Your MEMART is the legal glue that holds your company together. Whether you are settling a dispute between shareholders or proving your legitimacy to a foreign partner, this document is your ultimate authority. Treat it with the respect it deserves—and always keep an updated, signed copy in a safe location. For more on the role of MEMARTs in travel agency registration or school registration, see our dedicated guides.
FastCAC Legal Team
Our experts help founders draft precise MEMARTs that protect shareholder interests and provide flexibility for corporate growth.