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Financial Reporting and Ethics - The Institute of Chartered ...

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THE ENVIRONMENT: CORPORATE, PROFESSIONAL AND REGULATORY(g) <strong>The</strong> amount <strong>of</strong> authorized share capital, not less than N10,000for a private company <strong>and</strong> N50,000for a public company.7.5.6 Articles <strong>of</strong> Association<strong>The</strong>se are articles for regulating companies’ activities. <strong>The</strong> articles shall:(a)(b)(c)(d)State the number <strong>of</strong> members;Be printed;Be signed by each subscriber; <strong>and</strong>Bear the same stamp duty.7.5.7 Registration <strong>of</strong> Companies (Section 35)Upon registration <strong>of</strong> the Memor<strong>and</strong>um <strong>and</strong> Articles <strong>of</strong> Association, theCommission shall certify under the seal:(a)(b)(c)(d)That the company is incorporated;That the liability <strong>of</strong> the members is limited by shares or guaranteein the case <strong>of</strong> a limited company;That the liability <strong>of</strong> the members is unlimited, in the case <strong>of</strong> anunlimited company;That the company is a private or public company.<strong>The</strong> certificate <strong>of</strong> incorporation is a prima facie evidence that allrequirements <strong>of</strong> the Act have been complied with <strong>and</strong> that theassociation is a company authorized to be registered <strong>and</strong> is so dulyregistered under the Act.7.5.8 Capacity <strong>and</strong> powers <strong>of</strong> Companies (Section 38)Except to the extent that a company’s memor<strong>and</strong>um or any enactmentotherwise provides, every company shall, for the furtherance <strong>of</strong> itsauthorized business or objects, have all the powers <strong>of</strong> a natural person<strong>of</strong> full capacity.7.5.9 Effect <strong>of</strong> Memor<strong>and</strong>um <strong>and</strong> Articles (Section 41)<strong>The</strong> Memor<strong>and</strong>um <strong>and</strong> Articles, when registered, shall have the effect<strong>of</strong> a contract under seal between the company <strong>and</strong> its members <strong>and</strong><strong>of</strong>ficers, <strong>and</strong> between the members <strong>and</strong> <strong>of</strong>ficers themselves wherebythey agree to observe <strong>and</strong> perform the provisions <strong>of</strong> the memor<strong>and</strong>um<strong>and</strong> articles.7.5.10 Conversion <strong>and</strong> Re-registration <strong>of</strong> Companies (Section 50)A private company having a share capital may be re-registered as apublic company if:(a)A special resolution that it should be so re-registered is passed;<strong>and</strong>155

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