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
|
2
Step 2
|
3
Step 3
|
4
Step 4
|
||||
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 |
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
|
2
Step 2
|
3
Step 3
|
4
Step 4
|
||||
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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