MEMORANDUM OF ASSOCIATION -AWS Nigeria

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 MEMORANDUM OF ASSOCIATION

OF

AFRICHAIN WORLD SERVICE LTD (AWS)

  1. Name of the Company
    The name of the company is AfriChain World Service Ltd.

  2. Registered Office Address
    The registered office of the company will be situated in the Federal Republic of Nigeria.

  3. Objects of the Company
    The objects for which the company is established are:

    a. To design, build, and maintain decentralized digital infrastructure (including blockchain protocols, distributed ledger systems, and smart contracts) for public and private sector applications in Africa.

    b. To develop and operate digital identity, self-sovereign identity (SSI), and KYC platforms integrated with national and regional ID systems such as the Ghana Card, NIMC (Nigeria), etc.

    c. To manage the issuance, governance, and exchange of stablecoins, digital tokens, and digital assets with regulatory compliance across African countries.

    d. To create and manage decentralized applications (dApps) for business registration, land registry, healthcare interoperability, and legal reform in collaboration with governments and NGOs.

    e. To design and operate mobile and online court systems, enabling virtual trials, correctional facility link-ups, and digital legal services.

    f. To provide digital solutions and humanitarian services for prison reform, rehabilitation, and inmate support through smart contracts, digital wallets, and donations.

    g. To operate financial technology platforms (fintech) including decentralized exchanges, remittance networks, and government payment rails via platforms like AfriSwap and AfriXchange.

    h. To conduct research, publish standards, and promote open-source blockchain tools tailored to low-bandwidth, mobile-first African environments.

    i. To partner with the African Union (AU), ECOWAS, governments, telecom providers, and development banks to scale digital transformation across Africa.

    j. To offer education, training, certification, and consulting services in blockchain, digital identity, regulatory technology, and innovation policy.

  4. Liability of Members
    The liability of the members is limited by shares.

  5. Share Capital
    The share capital of the company is NGN 10,000,000 (Ten Million Naira) divided into 10,000,000 ordinary shares of NGN 1.00 each.

  6. Subscribers to the Memorandum
    We, the undersigned, are desirous of being formed into a company in pursuance of this Memorandum of Association and agree to take the number of shares in the capital of the company set opposite our respective names:

Name Address Number of Shares Taken
      Mr. John Babatune LEE   Lagos, Nigeria        5,000,000
      Ms. Abena Anuoluwa LEE    Abuja, Nigeria         5,000,000

ARTICLES OF ASSOCIATION

OF

AFRICHAIN WORLD SERVICE LTD (AWS)

  1. Preliminary
    The regulations contained in Table A of the Companies and Allied Matters Act (CAMA) shall not apply to this company except so far as expressly incorporated herein.

  2. Share Capital and Variation of Rights
    a. The company may issue shares with such rights or restrictions as may be determined by the company.
    b. The company may vary the rights attached to any class of shares.

  3. Transfer of Shares
    a. Shares may be transferred by a written instrument of transfer signed by both the transferor and transferee.
    b. The board may decline to register any transfer not made in accordance with the articles.

  4. General Meetings
    a. An annual general meeting shall be held in each calendar year.
    b. The directors may convene an extraordinary general meeting whenever they think fit.

  5. Directors
    a. The number of directors shall not be less than two.
    b. Directors shall be appointed by ordinary resolution of the members.

  6. Powers and Duties of Directors
    a. The business of the company shall be managed by the directors.
    b. Directors may delegate their powers to committees or management.

  7. Proceedings of Directors
    a. The directors may meet together for the dispatch of business.
    b. Questions arising at any meeting shall be decided by a majority of votes.

  8. Dividends and Reserves
    a. The company in general meeting may declare dividends.
    b. The directors may set aside out of profits such sums as they think fit as reserves.

  9. Accounts
    a. The directors shall cause proper books of accounts to be kept.
    b. Accounts shall be audited and laid before the company in general meeting.

  10. Notices
    Notices may be served personally, by post, or by electronic mail.

  11. Winding Up
    On winding up, the assets of the company shall be distributed in accordance with applicable law.

This document is prepared in line with the Companies and Allied Matters Act, 2020 (CAMA 2020) for registration in Nigeria.

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