DRAFTS FOR ALLOTMENT OF SHARES
- Application for allotment
- Resolution
- Letter of allotment
- Letter of regret
- Letter of renunciation…. See page 433 bhadmus
Rights of a shareholder
- Apply for investigation
- Petition for winding up
- Inspect minutes book without paying a fee
- Right to dividend when declared
- Right to be given a copy of the financial statement
- Right to receive notice of meeting
- Right to demand a poll
- Right to appoint a proxy to attend meetings on their behlf
- Right to requisition an extra-ordinary general meeting ( if they have 10% of the shares)
- Right to attend meeting
- Right to vote at meeting
- Minority protection
- Apply
Know the uses of share premium account
- Writing off preliminary expenses of the company
- To pay for bonus shares
Restriction of transfer clause
“The directors may in their absolute discretion refuse the transfer of any shares whether or not fully paid”
Pre-emption clause in the articles
“in the event of any increase of the share capital , the shares shall be first offered to the existing members in proportion of the shares already held
Solid Rock Plc
12, Awolowo Road, Ikoyi, Lagos
OUR REF: YOUR REF:
SPECIAL RESOLUTION PURSUANT TO 124 COMPANIES AND ALLIED MATTERS ACT
At the extra-ordinary general meeting held on the 15th day of July 2007 at Eko Hotel, Lagos the following resolutions were proposed and duly passed:
“ 1. To allot 1,000,000,000 ordinary shares at N2.00 each to Harmony Pension Managers
- To allot 500,000,000 ordinary shares at N2.00 to Old Age Pension Managers”
Dated this 18th day of July 2018
……………………….
Company Secretary
NIGER DELTA LIMITED
RC No: 234570
NO.10 west street, Wilberforce Island, Amassoma
www.nigerdelta .com
Our Ref: Your Ref:
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBYgiven that the 6th annual general meeting of the above named company will be held on the 18th day of August 2018 at Oriental Hotel, Lagos by 9:00am to transact the following businesses:
AGENDA
ORDINARY BUSINESS
- Declaration of dividend
- Presentation of auditors report
- Election of directors in place of those retiring
- Appointment of auditors
- Presentation of financial Statement
SPECIAL BUSINESS
- Pass a resolution to re-register the company as a public limited company
- Pass a resolution to offer shares at a premium
- Pass a resolution to obtain a loan facility
DATED THIS 27TH DAY OF JULY 2018
BY ORDER OF THE BOARD
………………………
Aluko Silver
Company Secretary
Draft the resolution of the company for re-registration as a public company
NIGER DELTA LIMITED
RC No: 234570
NO.10 west street, Wilberforce Island, Amassoma
www.nigerdelta .com
Our Ref: Your Ref:
SPECIAL RESOLUTION PURSUANT TO S50 OF THE COMPANIES AND ALLIED MATTERS ACT 1990
At the 6th annual general meeting of the company held on 15th of February 2018 at Eko Hotel, Lagos, Nigeria, the following resolutions were proposed and duly passed:
“The company be re-registered as a public limited company”
that all necessary consequential and incidental alterations be made and reflected in the memorandum and articles of association ”
Dated this 18th day of February 2018
…………….. …………………………..
Oneme Blue Premium Supreme
Company secretary Director
Question 3a
S 547
Pass an ordinary resolution
Fill CAC 3
Annual return
Payment of filing fees
Draft a memo of Dodo Limited to the managing director telling functions of a company secretary
Prepare the agenda, prepare the notice of the meeting, arrange the venue. At the meeting take minutes of meeting, take attendance of those present, help the chairman in following the agenda
263 – functions of a chairman
INTERNAL MEMORANDUM
TO: MANAGING DIRECTOR
FROM: COMPANY SECRETARY
SUBJECT: FUNCTIONS OF A COMPANY SECRETARY
DATE: 3RD AUGUST 2018
The functions of a company secretary
-
Thank you
……………………
Bello Ahmed
Company Secretary
Procedure for return of allotment
Fill the
S 262 – removal of director
Ordinary Resolution
Company must make representation
Incentive – industrial development income tax relief act
Question 4 a(c)
- Conduct availability check and reservation of name
- Complete forms for incorporation CAC1.1
- Prepare the memorandum and article of association of company
- Stamp the memo and articles of association
- Pay the filing fees
- Submit hard copies of incorporation documents
- Collect original certificate of incorporation
Question 4(a)(d)
- Joint venture agreement (JVA)
- Memorandum of understanding
- Confidentiality agreement
- Director service contract
- Transfer of technology
Statutory records/books that an incorporated trustee must keep – regulation 77
- Books of account (showing income and expenditure, sources of income , assets and liabilities of the association)
- Register of members
- Register of trustees
- Minutes book
Clauses in the constitution
- Name clause
- Aims and objects clause
- Special clause; and
- Make provisions, in respect of the following‐
- Appointment, powers, duties, tenure of office and replacement of the trustees;
- The use and custody of the common seal;
- The meetings of the association;
- The number of members of the governing body, if any, the procedure for their appointment and removal, and their powers; and
- Where subscriptions and other contributions are to be collected, the procedure for disbursement of the funds of the association, the keeping of accounts and the auditing of such accounts.
PUBLIC NOTICE
INCORPORATED TRUSTEES OF MOTHERS ALIVE FOUNDATION
THE PROPOSED TRUSTEES ARE:
THE AIMS AND OBJECTIVES OF THE ORGANIZATION
Regulation 69 for change for appointment of trustees
Categories of merger – s 120 ISA
Revise partnership and the clauses in a partnership agreement
Oduste egbe james
Write a notice of expulsion to Mrs Egbe
Odusote,Egbe and James
12 Awolowo road, Ikoyi
www.odusoteegbejames.com
NOTICE OF EXPUSLION FROM PARTNERSHIP PURSUANT TO ART 4 OF THE PARTNERHSIP DEED
TAKE NOTICE that you Mrs Egbe are hereby expelled from this partnership pursuant to art.4 of the partnership agreement due to your contravention of art 4.3 and 4.4. of the partnership agreement.
This notice is with effect from 4th of august 2018
Dated this ….day of august 2018
……………………. …………………………..
Mrs Egbe Mrs James
Partner Partner
Know the differences between the various corporate structures and the advantages against each other
Draft the search report
Letter head
CORPORATE SEARCH REPORT ON CONLITE OIL & GAS PLC
- Date of search – 3rd august 2018
- Place of search – Corporate Affairs Commission
- Name of company – Conlite Oil & Gas Plc.
- RC number – 440
- Registered office of the company – No. 30, Isinueke street, Aba, Abia state
- Date of incorporation – 30th may 2005
- Business/object of the company
- Particulars of directors (Name, address, occupation)
- Restriction on the powers of the company
- Authorized share capital – N100,000,000 divided into 100,000,000 ordinary shares of N1.00 each
- Issued and paid up shares
- Encumbrances
- Annual return
- **change in registered particulars
- Comment/advise
Dated this ……day of …….2018
……………………..
Tinuade Oyewole
For Oyewole gold solicitors
Note that the search report must reflect things as they are at present not as they were at the time they registered e.g. name of current directors, you don’t have to include the directors that have retired
- Prepare the deed of legal mortgage, execute, stamp it. Obtain governors consent, stamp it , register and file it at the land registry and then also file it at CAC with deed of legal mortgage, application for governors consent and then register it with the registrar of charges within 90 days
- Petition for winding up
Appointing a receiver
Foreclosure order
Read Winding up
Exception to when creditors liquidators would take precedence
Committee of inspection
Draft a statutory letter of demand
The money must be at least N2000 and 3 weeks notice to pay
Who is qualified to be a liquidator , functions of a liquidator
Declaration of solvency
Arrangement and compromise
Draft a letter of investigation
Derivative action is by originating summons – Agip v AGIP
Instances when you can bring a derivative action
Removal of directors – s 262
Snap test april
Philcox – consortium
Nwoke pharmaceutical oulet – they can form partnership and company
Reduction of share capital
Conditions that must be met before share capital can be decreased
- Articles must provide for it
- There must be a special resolution
- It must be sanctioned by the FHC
Methods of alteration of share capital
- Sub-division of shares into smaller units – this alters the share capital but not necessarily the authorized share capital
- Consolidation
- Decrease in share capital
- Increase in share capital
- Conversion of shares into stocks
Those that can requisition a meeting
Auditor
Functions of auditor, resignation of auditors
Types of financial statement: those for public companies, private companies, all companies, group companies
REMOVAL OF A PUBLIC COMPANY SECRETARY
DRAFT THE NOTICE FOR REMOVAL OF MR OWONIKOKO.
ABC PLC COMPANY
RC NUM: 13452
Software Consultants
No 15, Adeola Hopewell Street, VI Lagos,
PHONE NO: 08038729114
EMAIL:
TO: MR OWONIKOKO
ABC PLC SECRETARY
No 1, Adeola Odeku VI Lagos.
NOTICE OF INTENTION TO REMOVE MR OWONIKOKO AS SECRETARY OF ABC PLC PURSUANT TO SECTION 296 OF COMPANIES AND ALLIED MATTERS ACT CAP C20 LFN 2004
We refer to the above subject mater.
Notice is hereby given of the intention of the Board of Directors of ABC PLC to remove you, Mr owonikoko as Secretary of ABC PLC. The basis for such removal is on the ground of fraudulent acts in the company.
You have at least 7 working days to make a defence as to why you should not be removed or resign your office within the said period.
DATED THIS –23RD------DAY OF --MARCH----- 2017
--------------- ------------------
BOLANLE DABIRI ECHEBIMA VIOLA
DIRECTOR DIRECTOR