“Let me quickly refer to the decision in National Palm Produce Association Of Nigeria v Udom & Ors (2013) LPELR – 21134 on importance of the Memorandum of Association after incorporation of a company; effect of going outside the scope of the stated objects in the memorandum. The court held:
“…The questions can be determined only by an examination of the contents of Exhibit “A” which is the Memorandum and Articles of Association of the 1st appellant. Section 41(1)-(4) of the Companies and Allied Matters Act Cap C20 Laws of the Federation of Nigeria, 2004 reads as follows: “41 (1) Subject to the provisions of this Act, the memorandum and articles, when registered, shall have the effect of a contract under seal between the company and its members and officers and between the members and officers themselves whereby they agree to observe and perform the provisions of the memorandum and articles, as altered from time to time in so far as they relate to the company, members, or officers as such. (2) … (3) Where the memorandum or articles empower any person to appoint or remove any director or other officer of the company, such power shall be enforceable by that person notwithstanding that he is not a member or officer of the company. (4) In any action by any member or officer to enforce any obligation owed under the memorandum or articles to him and any other member or officer, such member or officer may, if any other member or officer is affected, by the alleged breach of such obligation with his consent, sue in a representative capacity on behalf of himself and all other members or officers who may be affected other than any who are defendants and the provisions of Part XI of this Act shall apply.” The parties in this appeal are bound to observe and perform the provisions of the memorandum and articles of association of the National Palm Produce Association of Nigeria Limited by Guarantee. All the acts of the respondents are ultra-vires the memorandum and articles of the 1st appellant. They are accordingly declared null and void.“(Underlining Mine)
By TUR, J.C.A in the case of
