A
Agriculture and general merchandise
To engage in general merchandise and carry on the business of agriculture in all its branches, including crop cultivation, livestock farming, fishery, poultry and other allied activities for commercial purposes.
Private company limited by shares · Nigeria
An agricultural company formed to grow crops, raise livestock, farm fish and poultry, then process, store and market the produce at home and abroad.
In the field
Crop cultivation, harvest and handling sit at the centre of the company's objects. Livestock, fishery and poultry complete the range.
Photographs are illustrative.
Memorandum of Association
The memorandum names seven objects for which the company is established. Each is listed here as lettered in the document.
To engage in general merchandise and carry on the business of agriculture in all its branches, including crop cultivation, livestock farming, fishery, poultry and other allied activities for commercial purposes.
To engage in the processing, packaging, storage, distribution and marketing of agricultural produce, livestock and food products, both locally and internationally.
To provide agricultural supply of farm inputs, such as fertilizers, agrochemicals, machinery and other related equipment, to farmers and organizations.
To purchase, lease or acquire any land, machinery or equipment necessary or convenient for the company's agricultural operations.
To borrow or raise money for the purpose of the company's business and to secure repayment in any manner the company may think fit.
To enter into arrangements or partnerships with individuals, companies or government bodies that may seem conducive to the company's objectives.
To do all such other things as are incidental or conducive to the attainment of the above objects or any of them.
How the business is set up
The company's governing documents give it the structure, funding and reach to run a full agricultural business.
Run by its directors
Directors are responsible for the company's business and may delegate powers to committees or individuals. Decisions are recorded in writing and kept for at least 10 years.
Capital to start, power to borrow
The company may borrow or raise money for its business, secure repayment, and buy or lease the land, machinery and equipment its farms need.
Open to partners and markets
The company may partner with individuals, companies and government bodies, supply farmers and organizations with inputs, and sell produce locally and internationally.
Articles of Association
The articles follow the Companies and Allied Matters Act, 2020. Open a group to see its main rules in plain language.
Directors decide by majority at a meeting or by a unanimous written decision. A sole director may decide alone.
Any director can call a meeting with notice of the date, time and place. The quorum is two where there are up to six directors, and one third above that.
Directors may appoint a chairman, who holds a casting vote on a tie. If the chair is absent after one hour, those present choose one of themselves.
A director with an interest in a proposed transaction is not counted for quorum or voting, with limited exceptions.
Written records of every directors' decision are kept for at least 10 years.
Directors are appointed by ordinary resolution, or by the directors to fill a casual vacancy. Office ends on bankruptcy, incapacity, legal prohibition or resignation.
Directors receive the pay the company decides, and reasonable expenses for meetings and their duties are covered.
A director may appoint an alternate to act in their absence, by written notice. The alternate is liable for their own acts.
Declared by ordinary resolution on the directors' recommendation, never above the amount they recommend. Directors may pay interim dividends.
By bank transfer, cheque to the registered address, or another agreed means. No interest is paid unless the share terms say so.
The directors may invest unclaimed dividends for the company. After twelve years unclaimed, the right to them ends.
With an ordinary resolution, directors may turn profits or reserves into new fully paid shares or debentures for the people entitled.
No share is issued below its nominal value and any premium. Different classes, including redeemable shares, may be created by ordinary resolution.
Every shareholder gets certificates free of charge, with replacements for damaged or lost ones.
Shares move by instrument of transfer. Directors may refuse to register a transfer and must return it with notice. Heirs and trustees may take up or pass on shares.
The company has a lien on partly paid shares. Call notices give at least 14 days. Unpaid calls can lead to forfeiture, and members may surrender shares as a gift.
Members may attend, speak and vote from different places so long as they can take part live. Directors may always attend and speak.
The appointed chairman presides. Otherwise the directors present do, or the meeting appoints a director or shareholder as its first business.
A meeting without a quorum after one hour must adjourn. A new notice is needed if it resumes more than 30 days later.
Resolutions pass on a show of hands unless a poll is demanded. Electronic meetings may vote electronically.
A poll can be demanded by the chairman, three members, or members holding at least one tenth of the voting rights or paid-up capital.
A proxy is appointed by written notice that names the shareholder and the meeting. It can be revoked before the meeting starts.
An ordinary resolution may be amended with 48 hours' written notice. A special resolution may be amended only to fix a non-substantive error.
Documents may be sent in any way CAMA 2020 allows, including electronically. A director may agree a shorter deemed delivery time.
Used only with the directors' authority, and signed by an authorised person with a witness.
Shareholders cannot inspect accounts or records merely by being shareholders, unless the law, the directors or an ordinary resolution allows it.
Directors may borrow for the business, mortgage or charge its property and uncalled capital, and issue debentures and other securities.
Directors may provide for current and former employees when the business ceases or is transferred.
Directors may be indemnified out of company assets where the law allows, and the company may buy insurance for their benefit.
Each member's liability is limited to any amount unpaid on the shares they hold.
Certification
Every page of the memorandum and articles carries the Commission's certified extract mark and an electronic stamp duty record.
This page summarises the certified document. The stamped PDF remains the authoritative copy.