OUTCOME:

1. Identify the necessity and legal requirements for publication of Name, and significance for distinction between corporate name and trade name.
2. Prepare a checklist of statutory books and their uses.
3. Identify the necessity and procedure for alteration of registered documents.
4. Prepare board and company resolutions and other relevant documents in respect of the alteration of status of registered companies (conversion).
5. Prepare necessary documents relating to amendments/alteration of registered documents.
6. Conduct corporate searches and prepare report.
7. Identify ethical issues arising in post-incorporation matters.

 

COMPANY ACTIVITIES POST INCORPORATION

• Publication of name
• Keeping of statutory books
• Re-registrations and conversions

(NB: the above are preliminary matters before commencement of business)

• Company contracts

 

PRELIMINARY MATTERS BEFORE COMMENCEMENT OF BUSINESS

 

Publication of name  - Section 548 (1)(a)-(c)

There are usually two names associated with a company:1)corporate name – the name the company is incorporated with at CAC, this is the name that will appear on the certificate. 2) Trade name – this is the name under which it is trading and conducts its business or affairs. Note when to use either of the names – Bank of Baroda v Iyalabani Ltd.

CAMA requires that a company publicise its name – s 548. Name here refers to the corporate name.

Publication is required in the following:

• Name plate in every office or place of business (its name and registration number) – (a)
• Common Seal (its name) -(b)
• Official documents, correspondences – its name and registration number –(c)

e.g. Business letters, notices, advertisement, bills of exchange, promissory notes, cheques, invoices, letters of credit

Note penalties in s 548 (2)- (4) – company, director and manager (officer)

(2) – If the company fails to affix its name outside the office it shall be liable to a fine of N100 for every day for which its name was not so kept; director and manager who knowingly and wilfully authorises or permits the default shall be liable to the like penalty

(3) If the company fails to have its name engraved on its seal or its name and registration number mentioned in legible characters on its official documents, it shall be guilty of an offence liable to a fine of N500.

(4)Any officer of the company or any person its behalf who fails to publicise the name of the company in any of the two respects (b & c) shall be guilty of an offence and on conviction liable to a fine of N500 and shall be further personally liable in respect of (c) to the holder of any such bill of exchange, promissory note, cheque etc. unless it is duly paid by the company.

SeeCAC v Seven up bottling company (2017) – CAC fined seven up bottling company for not affixing its name under s548

 

Solicitor’s duty in regards to publication of name

• As a solicitor you must draw the attention of your client to the need of a nameplate which must be legible and conspicuously placed outside the business place or office of the company. The nameplate must also have on it the company’s (CAC) registered number.
• The company must also have a Common Seal with its name on it.
• There is a need to tell your client to write the name and the registered number of the company on all documents and all official publications of the company.

 

 

Statutory books

There are a lot of statutory books a company is expected to keep.

1. Register of members- Section 83
2. Index of members- Section 85
3. Register of substantial interest in shares- Sec 97, 95 (2), (3)
4. Register of directors and secretary - sec 292 (4), (5)
5. Register of directors' share holding- Sec 275
6. Register of charges- Sec 191, 192
7. Register of debenture holders- Sec 193,
8. Minutes book- Sec 241, 242
9. Accounting records -Sec 331

 

 

• Register of members – S 83 & 84 of CAMA
• Contains names of shareholders, addresses, no. of shares (stock) held, class of shares, share number (where applicable) and amount paid, date of attaining membership and cessation of membership.
• Entries should be made within 28 days of acquisition of membership and for subscribers to memorandum, within 28 days of incorporation
• It is to be kept by All companies
• Kept at the registered office (exception – a company registered in Nigeria can keep the register of members in another office of the company where the register is made up at the said office OR With some other person where the company has arranged with such other person to undertake the making up of the register on its behalf, but not outside Nigeria) – s 84(1)
• Every company shall send notice to CAC of the place where the register is kept and of any change of that place – 84 (2), (exception – a company would not need to send a notice where the register has at all times since it came into existence been kept at the registered office of the company)
• Note penalty – 84 (4). If a company defaults for 28 days in sending a notice to the commission, the company and every one of its officers shall be liable to a fine of N10 and for continued contravention, to a daily default fine of N5
• How does a shareholder/member access or inspect the register of member? s 87 (1)a member can look at it without charge on business days, but for a non-member they can look at it but on payment.

Is it possible for a member to make a photocopy? Yes s 87(2) , however this isn’t free to anyone ( both members and non-members) 

 

• Index of members – s 85 CAMA

The purpose of the Index of Members is to indicate the page on the register of members where each member’s details can be found.

“Every company having more than 50 members shall, unless the register of members is in such a form as to constitute in itself an index, keep an index, of the names of the members of the company, and shall within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index” – s 85(1)

• It is to be kept at all times in the same place as register of members. NOTE: the register of members of members can be kept at 3 different locations, wherever it is kept, the index of members is to be kept as well, see 84 & 85(3)
• Public company – this is to be kept by a public company, doesn’t apply to private company.
  • When to keep index of members
    • Where members exceed 50
    • NB:Where the company arranged that the Register of Members also include an index, there will be no need for a separate book as Index of Members.

 

Inspection of register and index – section 87

• Both registers can be inspected by members of the company (for free) and outsiders with company’s permission (at a fee)
• Register shall be open during business hours (subject to reasonable restrictions as company may impose)

 

 

• Register of substantial interest in shares – s 95 (2) & (3), 97
• Note that this is only required for public companies. Its purpose is to register those who hold by themselves or by their nominees hold at least 10% of the unrestricted voting rights at any general meeting of the company.
• Applies to public companies
• Location: same with register of members
• Inspection: same with register of members
• Duration of record: must keep it while a plc and when it converts to ltd, must keep it for 6yrs after the conversion. If company ceases to be public company, keep the register for 6 years

 

• Shareholder to notify the company within 14 days after the person is aware that he is a substantial shareholder – s 95(3)
• CAC may request for the register at any time and the company to comply within 14 days

 

• Register of directors and secretaries - s 292
• For Directors, it must contain the names, usual residential address, nationality, business occupation, date of birth and particulars of other directorship held by them.
• For Secretaries, it must contain (for an individual) the name and the residential address; or for a corporate body, its registered name and registered office
• Names and particulars of each director
• It is to be kept by every company, at its registered office.
• Inspection: by members of the company (free); by others at a fee

 

 

• Register of directors shareholding –s 275
• The register shows the number, description and amount of shares/debentures of the company or its subsidiary or holding company held by the director or in trust for him of which he has a right to become the holder (whether on payment or not)
• LOCATION: kept at registered or head office
• Inspection: by members or debenture holders (subject to reasonable restrictions) and by the Commission
• It is to be kept by every company both Limited and plc

 

• Register of charges – s 191
• It is to be kept by limited companies, at the registered office.
• This registers shows all charges affecting company properties and all floating charges on the company’s undertakings. The register indicates the property charged, the amount of the charge and the names of the persons entitled to the charge except for bearer securities. See Sections 191 and 197 of the Act.
• All fixed charges over property of the company
• Floating charges over the undertaking of the company or any property
• Specifics – (property charged, amount of the charge, name of persons entitled to the security)
• Note penalty – any officer of the company who knowingly and wilfully authorises or permits the omission of any entry required to be made in respect of this register shall be guilty of an offence and liable on conviction to a fine not exceeding N250.
• INSPECTION: can be inspected by creditors or members or by any other person (at a fee)

 

• Register of debenture holders – s 193
• It is to be kept/maintained by a company which issues or had issued debentures (1) , Plc, Ultd , ltd
• The register shall contain the names and addresses of the debenture holders, the principal of the debenture, premium payable or the highest amount payable as premium upon redemption, etc (2)
• Entry to be made within 30 days of becoming a debenture holder or ceasing to be one

Inspection and consequences of breach:

• Can be inspected by debenture holders and shareholder or by members of the public (at a fee) subject to reasonable restrictions.
• If inspection is refused, there is criminal liability

 

 

• Minute book – s 241, 242 (1)
• This is also a must for all companies and it must contain the minutes of proceedings of general meetings, Directors (Board) meetings and Minutes of its Managers’ Meeting.
• Upon being signed by the Chairman, the Minutes Book shall be prima facie be evidence of the proceedings- Section 241(2)
• To be kept at registered office of the company
• Open for inspection to members during business hours (subject to reasonable restrictions by articles or members)without charge.
• All companies

See S 550 . International Agric Industries Nigeria ltd V Chika brothers intl. (1990) all NLR 74

 

• Accounting records – s 331 & 332
• It is to be kept by All companies
• This is also a must for all companies and it shall show and explain the transactions of the company, disclose with reasonable accuracy the financial position of the company and enable the directors to ensure that any company financial statement prepared comply with the provisions of CAMA as to the form and contents of the company’s financial statement. In particular it would also contain money received and expended by the company on a day-to day basis, the matters in which they were received or spent and a record of the company’s assets and liabilities. Section 331 to 332(1) of the Act.
• Location: Registered office or such other place in Nigeria as the directors think fit- Section 332 (1)
• Inspection: open to inspection by officers of the company at all time.
• Preservation: to be kept for 6years after its making subject to Sec 635/ rule 178 Companies Winding Up Rules – 332(2)

Note: Go through the various sections to have a clearer understanding of the various statutory books

Other specific steps before commencement of business

• Where foreigner will be involved
  • Register with NIPC
  • Register foreign interests with SEC
  • Import capital
  • Obtain necessary permits and approvals

 

• Where company is a bank, insurance company, deposit, provident or benefit society
  • File statement of affairs at the following times
    • Before commencement of business
    • First Monday in February
    • First Tuesday in August yearly while a going concern
  • Form is as contained in Schedule 14 to the Act. See sec 553
  • Location: a conspicuous place in the registered office and every branch office of the company

 

SOME STATUTORY RETURNS/NOTIFICATIONS

• Annual returns- Sec 370 42 days post AGM
• Return of allotment - Sec 129 1month
• Return on auditors -Sec 357, 362 (2) 14 days
• Returns on appointment of receiver or manager/ returns within receivership - Sec 392 14 days
• Return on alteration of share capital - Sec 101, 1 month
• Statement of affairs - sec 553
• Registration of special, unanimous resolutions and some other resolution mentioned in- sec 237 15 days
• Registration of charges - Sec 197 90 days
• Notice of change of directors and secretaries - Sec 292 14 days
• Notice of location of register of members - sec 84(2) 28 days
• Notice of increase/reduction in share capital - sec 102/109 15 days.
• Registration of appointment of a receiver or manager - sec 206 7 days
• Statutory report - sec 211 (6)
• Notice of appointment of liquidator - sec 491 14 days.
• Alteration of objects s 46(7)(b) 15 days
• Notice of consummation of merger - 7 days
• Notice of resolution to wind up voluntarily sec 458 14 days.
• Notice of statutory declaration of solvency sec 462
• Notice of registration of Auditor sec365

COMPANY’S CONTRACTS – S 71 CAMA

S 71 CAMA – says a company can contract like an individual. A company can enter into any of the three types of contract:

• Contracts under seal
• In writing
• By parol (note the difficulty in ascertaining if a contract has been made – Nigeria Dynamics Ltd v Maimuda Ibrahim

 

1.ORAL OR PAROL CONTRACT – (SECTION 71(1)(C) OF CAMA)

• A company can enter into an oral contract through its agent or officers, as the case may be. See TRENCO NIGERIA LTD. V. AFRICAN REAL ESTATE AND INVESTMENT CO LTD. AND ANOR (1978) 3 SC 9

 

2. WRITTEN CONTRACT – (SECTION 71(1)(B) OF CAMA)

Section 77 of CAMA provides that a document or proceeding requiring authentication by a company may be signed by a director, secretary or other authorised officer of the company.  Such document need not be under the company’s seal.  See the case of SHELL PETROLEUM DEVELOPMENT COMPANY NIGERIA LTD V. ALAKUTA (2005) 9 NWLR (PT. 931) 475.

 

3. CONTRACTS UNDER SEAL – (SECTION 71(1)(A) OF CAMA)

• Any contract can be under seal. However, certain contracts are required by law to be under seal. Example See Section 77(1) of the Property and Coveyancing Law (PCL) and Section 3 of the Law of Real Property Act, 1845. 
• A contract under seal or by deed is a contract in writing which is signed, sealed and delivered.

 

• Note that when a company contracts under seal, the company’s seal must be affixed in accordance with the formalities laid down in the Articles of the Association. See Schedule 1, Part 1, Table A, Article 11 of CAMA. 
• Section 74 of CAMA requires every company to have a Common Seal. The use of the Common Seal shall be regulated by the Articles.

See Omiyale v Wema Bank plc (2017) 13 NWLR 300 @ – where other principal officers (directors, secretary) sign and a seal is absent, the contract is still admissible. Also See s 77. The case simply interprets s 77 – authentication of documents.

“A document or proceeding requiring authentication by a company may be signed by a director, secretary, other authorised officer of the company, and need not be under its common seal unless otherwise so required in this part of this act” – s 77 CAMA

• It is usually the practice for the Articles to provide that the document on which the seal is affixed must be signed by a director and counter-signed by the secretary or a second director or another person designated by the directors for the said purpose.
• A company may in writing under seal empower any person as its attorney either generally or for a specific purpose to execute deed on its behalf in any place within or outside Nigeria and a deed executed by such a person binds the company as if the document were sealed by the company.
• Where a company is a party to a contract either under seal or in writing, the contract must be validly executed. For instance, it will be invalid execution where the proper phrase like “Ltd” or “Plc” or “Limited by Guarantee”, that is, “Ltd/Gte” is not added to the name; that will be an invalid execution.  See Section 29(1) to (5) of CAMA and also see the case of WESTERN NIGERIAN FINANCE CORPORATION V. WEST COAST BUILDERS LTD. (1971) 1 UILR 93.  where “West Coast Builders” executed the contract and the Court held such execution invalid.

 

 

Bills of exchange and promissory note

• s 73 – has to be on behalf or on account of a company by a person acting under its authority

 

OFFICIAL SEAL

• An Official Seal is a facsimile or a replica of the Common Seal with the addition on its face of the name of the country where it is to be used.
• In addition where a company is permitted by its object to transact business in foreign countries, subject to the Articles of Association, the company may make provision for an Official Seal, which may be used in countries outside Nigeria.
• Pursuant to Section 76 of CAMA, a company may under its Common Seal appoint an attorney to execute deeds on its behalf within or outside Nigeria. See the case of POWELL V. LONDON AND PROVINCIAL BANK (1873) 2 CH D. 555.
• If the objects of a company require the transaction of business in foreign countries, the company if authorised by its articles may havean official seal for use in any territory, district or place outside Nigeria.

 

Official seal

• s 75 , objects require or comprise the transaction of business on foreign countries
• Authorised by articles of association
• The company has to in writing under its common seal authorise a person (agent) to so act
• The authorisation might be for a specific period, hence until notice of revocation of the agent’s authority to act has been given to the person dealing with him
• Deed or documents to which the official seal is affixed are binding on the company

 

Power of attorney – s 76

• by writing under seal empower any person to act as its attorney to execute deeds on its behalf within or outside Nigeria

Authentication of documents – s 77

A document or proceeding requiring authentication by a company may be signed by director, secretary or other authorised officer of the company.

Need not be under common seal otherwise required by CAMA.

 

Service of documents – s 78

• A court process shall be served on a company in line with rules of court while other documents may be served by post or by leaving it at the registered office or head office of the company. See 78 of CAMA and also Supreme Court case of MARK V. EZE (2004) ALL FWLR (PT. 200) 1455.

 

 

Corporate searches – s551 (1)

Conduct a corporate search on a company at the CAC

• At the CAC’s office in Abuja
• Documents filed with the CAC are public documents and are available to the public

Obtain certified true copy of registered documents – certified by the CAC

 

Before you make a search you need to know what is available at the CAC – incorporation document, post incorporation documents and documents that are statutorily required to be there. Also know the current information

 

Use of corporate search report

• Confirmation of due incorporation or status of registration of a company
• Verification of director/ members
• Legal due diligence
• Operating bank account
• Granting of credit facility
• Investigation of a company

 

Documents

• Duly completed application form
• Payment of feed
• Update annual return filing if the application is made on behalf of the company or any of its directors or secretary
• Prepare a search report
• Similar documentation for obtaining CTC’s

 

 

Draft of a search report

Letter head

Date

Letter to the Registrar General

We write on behalf of……… (our client)

Checklist/ content of a corporate search report

• Date of search
• Name of company
• Registered certificate number (RC)
• Registered office
• Business/object
• Restrictions (transfer of shares, pre-emptive rights, and any other restriction in memorandum and articles of association)
• Directors
• Company secretary
• Share capital
• Shareholders
• Encumbrances/charges
• Annual returns – indicate changes/ amendments to the company’s names, objects, directors, secretary, share capital, shareholders
• Comments

Note that in the search report you can fill in the variables so the company compulsory information e.g. share capital, address RC number

When sending a search report to the client, you have to do a cover letter enclosing the search report

 

Conversion and re-registration of companies

Types of companies – s21

• Private company limited by shares (ltd)
• Public company limited by share
• Private unlimited company
• Company limited by guarantee

Necessitated by several facts

• A private company wants to raise capital from the public – ISA and SEC rule
• Regulatory requirement/ industry specific

 

There are instances that CAMA prohibits conversion to certain types of companies

 

Types of conversion and re- registration under CAMA – ss50-53

• Registration of private company as public –s 50
• Registration

 

Re-registration of private company as public  

A private company can be registered as a public company by a special resolution and application delivered to CAC together with required documents – s 50(1)

Application to CAC in prescribed form and signed by at least one director and the company secretary

Note alteration to be made by the special resolution to the memorandum and articles of association:

• The name and status clause in the memorandum
• Increase of share capital (if the minimum requirement for a public company has not been met)
• Removal on restriction on transfer of shares and invitation to the public in the articles of association
• Regulation on appointment of directors and company secretary in the articles

 

Procedure

• Board resolution proposing the conversion and re-registration from ltd to Plc
• Board authorises company secretary to issue notice of general meeting to pass the special resolution
• Special resolution of the general meeting authorising the re-registration and consequential alteration to the memorandum and articles of association
• Availability check and reservation of the proposed name
• Application to the CAC in prescribed form signed by at least one director and the company secretary (note: not two directors’) attaching the following documents (s 50(3)):
• Special resolution
• Printed copy of the memorandum and articles of association as altered in pursuance of the resolution
• A copy of the written statement of the directors and the company secretary certified on oath by them, and showing that the paid up capital of the company as at the date of the application is not less than 25% of the authorised share capital as at that date
• Copy of the balance sheet of the company as at the date of the resolution or the preceding 6 months, whichever is later
• A statutory declaration in the prescribed form by a director and the company secretary
• A copy of any prospectus or statement in lieu of prospectus delivered within the preceding 12 months to the Securities and Exchange Commission
• If they’re are going public then they need the last one (see CAMA)

 

 

Re-registration of a public company as private

S 53 – a public company can be re-registered as private company if a special resolution that a company should be re-registered as a private company is passed and compliance with the provisions of s53

• Note the requisite alteration to memorandum and articles of association by the special resolution

 

The special resolution can be challenged in the court by – sub (3):

• The holders of not less in the aggregate than 5% in the nominal value of the company’s issued share capital or any class; or
• Not less than 5% of members (excluding members who have consented or voted in favour of the resolution

 

Application is to be made to the court within 28 days of passing the special resolution and applicant is to give notice of the application to CAC and company – sub (4)

The court hears the application and makes an order (cancellation or confirming the resolution) – sub (5)

 

Procedure

• Board resolution proposing the conversion and re-registration from ltd to Plc
• Board authorises company secretary to issue notice of general meeting to pass the special resolution
• Special resolution is passed at the general meeting 22 the re-registration and consequential alteration to the memorandum and articles of association
• Wait for an application challenging the resolution to be made to the court within 28 days of passing the resolution
• If the application is made within 28 days and the court cancels the special resolution, then the company within 15 days of the court order, deliver to CAC:
• A printed copy of the special resolution; and
• CTC of the court order
• If no application is made (or an application was made and the court confirmed the special resolution, then within 15 days of the court order) the company will deliver to CAC the following documents:
• An application in prescribed form signed by at least one director and the company secretary
• The special resolution
• -
• m
• If CAC is satisfied that the company has complied

 

See form CAC2. 7  APPLICATION FOR THE RE-REGISTRATION AND CONVERSION OF COMPANY pg 42 of regulations

 

Re-registration of a company limited by shares as unlimited

S 51 – a limited company can re-register as an unlimited company if all the members assent to it and compliance with provisions of s 51.

Procedure

• Board resolution proposing the conversion
• Subscription to the prescribed form of assent to the re-registration by all the members or on their behalf
• Statutory declaration by the directors of the company:
• That the persons by whom or on whose behalf the form of assent is subscribed
• mn
• Application to CAC in prescribed form signed by at least one director and the company secretary
• The application is to set out the alteration to the
• The following documents to be attached to the application:

- the prescribed

 

Re- registration of unlimited as limited by shares

S 52 – a company which is registered as an unlimited company may be re-registered as an unlimited company may be re-registered as a limited by shares if a special resolution

Note sub sec (9):

 The re-registration of an unlimited company as a limited company shall not affect the rights and liabilities of the company in respect of any debt or obligation incurred, or any contract entered into by, to , with, or on behalf of the company before the re-registration ….

 

Note generally with respect to all conversion

• The documents to be obtained from the CAC upon conversion
• The implication of issuing the certification of incorporation
• Necessary steps to be taken by the company

 

Prohibited from re-registration

A company can change their status (private/public) anytime they like and as many times as you like but when it comes to liability, once you change it you’re stuck with the changed one.

• A company that has previously been re-registered as an unlimited company cannot re-register as a public company – s 50 (7)
• Unlimited – private – public

 

• A public company or a company which was previously re-registered as a limited company cannot be re-registered as unlimited company – s 51 (2)
• Unlimited – plc – unlimited

 

• An unlimited company cannot re-register as a public or company limited by guarantee – s 52 (2)
• Unlimited – public company
• Unlimited – company limited by guarantee

 

• A limited company that re-registered as unlimited cannot re-register as limited company – s 52 (2)
• Limited – unlimited – limited

 

See s 553

Draft of the special resolution – you don’t put the specific time of the day

 

AGBADA LIMITED

(address)

 

SPECIAL RESOLUTION PURSUANT TO SECTION 31(3) CAMA

At an extraordinary general meeting of the company at Eko Hotel plc on 18^th January 2018 , it was resolved

“ that the name of the company be changed from AGBADA LTD to MONYE LTD”

Dated this 18^th January 2018

…………………        ……………………..

Director                       Secretary

 

 

When it comes to change of name there need to be an application for consent. S 31

 

Draft the letter for application for consent

Date is up, its only in notices and resolution that the date is down.

 

Application for consent of change of name

 

Please find attached the relevant documents. (List is in regulation 24)

Thank you

Yours faithfully

 

 

Alteration of business/ object

S 45(2), 46 CAMA

Section 45 (2):

The business which the company is authorised to carry on or, if the company is not formed for the purpose of carrying on business, the objects for which it is established, may be altered or added to in accordance with the provisions of section 46

Section 46(1)

A company may, at a meeting of which notice in writing has been duly given to all members (whether or not otherwise entitled thereto), by special resolution alter the provisions of its memorandum with respect to the business or objects of the company:

 

• The special resolution authorizing the alteration of the objects or business can be objected to and challenged via an application to the court for cancellation by:
• holders of 15% in nominal value of the company’s issued share capital or any class or if the company is not limited by shares 15% of its members ; or
• holder of not less than 15% of the company’s debentures
• only holders of debenture secured by a floating charge – s 46(4)

 

Not available for any person who consented or voted in favor of the alteration s46(2)

Both members and the debenture holders are entitled to a notice in writing -  s 46(6)

 

• The application to be made within 28 days of passing the special resolution
• The court may make either of the following orders:
• Refused to confirm the alteration (special resolution)

 

Rejection by CAC

• Where no application is made by specified persons, CAC may also reject the alteration
• Any aggrieved person can challenge CAC’s decision within 21 days of CAC notifying the company of its rejection. The timeline can be extended by the court section 46 (7)

 

Procedure

• ,mn
• Pass the special resolution at the general meeting
• Company waits for 28 days of passing the special resolution for any objection and application to court for cancellation by shareholders/ members or debenture holders
• If application is made and the company is to give notice
• mb v
• the

 

Authorised share capital – FORM CAC 2.4

Draft a special resolution for increase in share capital from 1 million to 10 million.

AGBADA LIMITED

(address)

 

SPECIAL RESOLUTION PURSUANT TO SECTION 102 Companies and Allied Matters Act

 

At an extraordinary general meeting of the company at the auditorium of the Nigerian law school, Victoria Island on 18^th January 2018 , it was resolved as follows:

That the authorised share capital of the company be increased from I million naira divided into 1 million ordinary shares of N1 each to 10 million naira divided into 10 million ordinary shares of N1 each by the creation of additional shares of 9 million naira divided into 9 million ordinary shares of N1 each.

Each of the shares ranking equal to the existing share capital of the company.

 

Dated this 18^th January 2018

…………………        ……………………..

Director                       Secretary

 

Note when to send returns to CAC –

Special resolution is 15 days

Return of allotment is 1 month

Change from private to public is by special resolution so 15 days

 

authorisation of share capital is not just about increase

 

25^th January 2019

Its not every time in post incorporation that you’d need CAC 1A. When changing form private to public or public to private its not necessarily a change of name, its just change of name clause.

 Also in exam don’t just say CAC 1 A- you have to say the name – CAC 1A change of name availability check and reservation of name.

They can tell you to list post incorporation forms or incorporation.

FORM CAC 2.4 – post incorporation. document notice of change of authorised share capital

FORM CAC 8 – post incorporation document

FORM CAC 9 – Post incorporation document. Note that for post incorporation number you must put an RC number, but for incorporation documents you’re not meant to put registration number otherwise you’d be penalised

FORM CAC 4 is no longer in existence, it has been taken over by CAC 1.1

FORM CAC 2.7 – this is only relevant if you’re changing status.es, i.e. if you’re changing from private to public

FORM CAC 7 – this was an incorporation document but is now contained in CAC 1.1

CAC 7A – post incorporation document

CAC 2A – post incorporation document

CAC 2 – is no longer relevant for incorporation, its something to be done within a month

Note that for change of name , after obtaining the certificate for change of name the company needs to do some things

 

PART B

CAC/BN/7 - Time for filing annual returns under PART A is 42 days after AGM , under part B they say on or before June 30 of every year they should have filed annual returns

 

For any change except change of age its to be filed in 28 days .

See regulation 57,58,59,60,61 – this tells the document

 

Change of name

You write a formal application for consent for change of name and you attached CAC 1A and CAC BN/2, annual return, receipt of payment and any form of identification. You don’t fill in CAC BN/1. See regulation 56 – it shouldn’t be interpreted literally, the documents above is the interpretation of the regulation. In practice they also ask you to fill in CAC BN/1 as a matter of procedure.

 

For change of name and change of proprietors in practice you also fill in CAC BN/1.

 

PART C

Effect of registration: the trustees become a corporate body.

 

Post incorporation 

The post incorporation documents are FORM CAC/IT/2 and FORM CAC/IT/3.

When changing the object or trustees there should be an advertisement just as there was when it was being incorporated. Change of trustees has nothing to do with CAC 1A. s 599 CAMA , s 597 – talks about change of objects.

The regulations 77 talks about books the company must keep.

 

Change of registered office/address under part A, S 547

Procedure

• A Proposal by the board resolution
• The company secretary would give notice of a meeting at least 21 days before the meeting
• The general meeting would pass an ordinary resolution
• The company secretary Fill FORM CAC 3 notice of situation/change of registered name
• He then accompanies the form with a resolution, updated annual returns , payment of filing fees. He then has to submit it within 14 days

Documents are:

• Ordinary resolution. Note ordinary resolution is 14 days, special resolution 15 days
• CAC 3
• Annual returns
• Filing fees

 

Draft the ordinary resolution

 

OYEWOLE GOLD LEGAL PRACTITIONERS

1 Ikoyi Drive, Victoria Island

lagos

oyewolegold@gmail .com

 

ORDINARY RESOLUTION PURSUANT TO S547 COMPANIES AND ALLIED MATTERS ACT

 

 

Note: in FORM CAC 2.4 Court order applies in reduction of share capital

 

S106(2) – reduction of share capital

For return of allotment you must inform CAC within one month

S129 – return of allotment

Allotment of shares –pass a special resolution allotting shares, procedure for return of allotment (reg. 31) is different form allotment of shares.

Regulation 31

FORM CAC 2A – note that Part B is for current allotment (so the 900,000,000 in the class scenario) , while part C is both current allotment and past allotment.

 

Letterhead

Addressee

Title - Notice of expulsion

Note that notice is to be signed by the proprietors

Read the regulations and sections