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Board of Directors

In Nigeria, a Limited Liability Company (“LLC”), an Unlimited Liability Company (“Ultd”) and a Limited by Guarantee Company (“Ltd/Gte”) is legally represented by its members of the Board of Directors (“BoD”). The BoD members direct and manage the business and affairs of a Company.

[...]

Division of Duties: The BoD members may delegate any of their powers to a Managing Director (“MD”) or to committees consisting of such members or members of their body as they think fit. An MD or any committee formed exercises the functions delegated to it by the BoD and shall conform to any regulation made by the BoD in the exercise of their duties. The BoD may also appoint a BoD member as Chairman and the Chairman shall preside over BoD Meetings and General Meetings (“GM”).

Composition: The BoD must comprise at least two directors. Legal entities can be appointed as BoD members, but such legal entities must be represented on the board by its nominee for a fixed term. Unless otherwise prescribed in the Articles of Association (“AoA”), there is no limitation on the number of BoD members. The following persons are, however, disqualified from being BoD members: a) a person under the age of 18 years, b) a fool or person of unsound mind, c) a corporation other than its representative appointed for a given term, d) insolvent persons and e) a person who is convicted of any offence in connection with the promotion, formation or management of a Company.

Appointment/Dismissal Competence: BoD members are appointed and dismissed by a simple majority vote by the GM. The BoD members have the power to appoint new directors to fill any casual vacancy arising out of death, resignation, retirement or removal. Where a casual vacancy is filled by the directors, the person must be approved by the GM, and if not so approved, shall cease to be a director.

Alternates: A director may appoint an alternate if permitted to do so by the AoA. An alternate, when appointed, can attend BoD Meetings and vote on behalf of the director who appointed him. The alternate, however, ceases to act whenever the director who appointed him ceases to hold office.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Nigeria on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with ǼLEX before actually changing any board members in Nigeria.

Appointment
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the Company Secretary.

At least 21 calendar days before the GM.  However, shorter notice may be given if agreed upon by all Shareholders.

Yes.

No.

Yes, private companies may in lieu of convening a GM pass a circular resolution signed by all shareholders.

The convening notice is to be sent to every shareholder by post personally to him or to his registered address.

Where the Company is a public Company, the convening notice must also be published in at least 2 national daily newspapers.

2

GM.

(i) Minutes of the GM;

(ii) Ordinary resolution appointing one or more Directors.

Yes, Minutes to be signed by the Chairman of the GM and the Company Secretary and ordinary resolution to be signed by 1 Director and the Company Secretary or by 2 Directors.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No.

Yes, cf. Step 1.

3

Filing of notice of appointment with the Corporate Affairs Commission (“CAC”).

(i) Form CAC 7A (Notice of Change of Directors);

(ii) Resolution for the appointment of a director.

(iii) Means of identification of the newly appointed director.

(iv) Residence permit of the newly appointed director if they are a foreigner residing in Nigeria.

Yes, Form CAC 7A is to be signed by the newly appointed director and 2 other directors while the resolution is to be signed by the Chairman of the GM and the Company Secretary or by 2 directors.

Form CAC 7A and the resolution and other supporting documents are to be filed at the CAC no later than 14 calendar days from the GM.

Yes.

No.

No.

Failure to file the Form CAC 7A, the resolution and other supporting documents within the prescribed period is an offence which attracts a penalty of Naira 5,000.

4

Updating of the Register of Directors.

No.

No.

The Register of Directors is to be updated no later than 14 calendar days from the GM.

No.

No.

No.

1
Step 1
>21 days*
2
Step 2
0 days
3
Step 3
0-14 days (from GM)**
4
Step 4
0-14 days (from GM)**

0-35 days

*Less than 21 days is possible if Step 1 is waived (or all Shareholders agree to a shorter notice).

**Note that upon the expiration of 14 days, Steps 3 and 4 can still be complied with but will attract a penalty for late compliance

Dismissal
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the Company Secretary.

At least 21 calendar days before the GM.  However, shorter notice may be given if agreed upon by all Shareholders.

Yes.

No.

Yes, private companies may in lieu of convening a GM pass a circular resolution signed by all shareholders. However, the director to be dismissed may demand a GM in which case it cannot be waived.

Where the director to be dismissed makes representations in respect of the proposal to dismiss him, the Company is to send the representations to all Shareholders together with the convening notice. If it is not possible to do so, the director may require that his representations be read out at the GM.

2

GM.

(i) Minutes of the GM;

(ii) Ordinary resolution dismissing one or more directors.

Yes, Minutes to be signed by the Chairman of the GM and the Company Secretary and ordinary resolution to be signed by 1 Director and the Company Secretary or by 2 Directors.

At the date as stipulated in the convening notice (unless waived).

Yes.

No.

Yes, cf. Step 1.

3

Filing of notice of removal with the Corporate Affairs Commission (“CAC”).

(i) Form CAC 7A (Notice of Change of Directors);

(ii) Resolution for the removal of a director.

Yes, Form CAC 7A is to be signed by 2 directors while the resolution is to be signed by the Chairman of the GM and the Company Secretary or by 2 directors.

Form CAC 7A and the Resolution are to be filed at the CAC no later than 14 calendar days from the GM.

Yes.

No.

No.

Failure to file the Form CAC 7A and the resolution within the prescribed period is an offence attracts a penalty of Naira 5,000.

4

Updating the Register of Directors.

No.

No.

The Register of Directors is to be updated no later than 14 calendar days from the GM.

No.

No.

No.

1
Step 1
>21 days*
2
Step 2
0 days
3
Step 3
0-14 days (from GM)**
4
Step 4
0-14 days (from GM)**

0-35 days

*Less than 21 days is possible if Shareholders agree to a shorter notice.

**Note that upon the expiration of 14 days, Steps 3 and 4 can still be complied with but will attract a penalty for late compliance

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ǼLEX has provided all input about changing board members in Nigeria. ǼLEX is a full-service law firm [...] which has its head office in Lagos, Nigeria and other offices in Port Harcourt and Abuja in Nigeria and in Accra, Ghana.

ǼLEX has earned a reputation for excellent work in various practices including Dispute Resolution, Corporate/Commercial, Taxation, Banking and Finance, Infrastructure, Energy and Natural Resources and Labour and Employment.

For more information about ǼLEX and changing board members in Nigeria, please use the below contacts:

TEL: (+234-1) 4617321-3, 2793367-8
EMAIL: lagos@aelex.com
WEB: www.aelex.com