Post Incorporation Matters in Business and Non-Business Organizations

Flashcards covering post-incorporation matters for businesses, regulatory laws, company procedures, and corporate compliance based on lecture notes.

What are some of the regulatory laws governing post-incorporation matters in Nigeria?

The Companies and Allied Matters Act 2020, The Nigerian Investment Promotion Act LFN 2004, The Investment and Securities Act (ISA) 2025, Foreign Exchange (Monitoring and Miscellaneous Provisions) Act LFN 2004

What are the regulatory bodies involved in post-incorporation matters?

The Corporate Affairs Commission, The Nigerian Investment Promotion Act, The Securities and Exchange Commission

According to S.729(1) CAMA, what are the requirements for a company regarding the publication of its name before commencing business?

Affix its name and registration number on the outside of every office; engrave its name on its seal; mention its name and registration number in all business letters, notices, advertisements, and other official publications.

Which entities are required to file a statement of affairs, and how often should they do so, according to S.733 CAMA?

Every bank, insurance, deposit, provident, or benefit society must submit a statement as in schedule 14 to the Corporate Affairs Commission, signed by a Director.

What is the difference between a corporate name and trade name?

Corporate name is the name by which a corporate body is registered by the CAC, while trade name is the name by which an organization conducts its business.

List some of the statutory books a company is required to keep.

Register of members, Index of members, Register of substantial interest in shares, Register of Directors shareholding, Register of Directors, Register of Secretaries, Register of charges, Copies of instrument creating a charge, Register of Debenture Holders, Minutes Book, Accounting Records, Register of Directors’ Residential Address, Register of substantial interest in shares

How can the memorandum or articles of association be altered?

By altering, adding, and deleting clauses, as provided for in S.50 & 53 CAMA.

What is the procedure for altering the memorandum or articles of association?

Board resolution proposing the alteration; issue 21 Days notice of meeting; convene a General Meeting where a Special Resolution is passed; alter the memo/articles; prepare to CAC within 15 days of passing of the resolution by uploading to the website the required documents.

Under what two situations can a company change its name?

Compulsory change of name and Voluntary change of name.

What is the procedure for changing a company's name?

Board resolution recommending the change; online search for availability and reservation of the new name; issue 21 Days notice of meeting; convene a General Meeting where a Special Resolution is passed; online application to the Registrar General of CAC for consent.

What compliance steps are required by the CAC and the company after a change of name?

CAC will advertise the change in the official gazette; CAC will issue a new certificate; CAC will enter the new name in the Register; The Coy will alter the common seal, papers, documents, etc., and advertise in Newspapers.

What is the procedure for altering the business/object clause of a company?

Board resolution; 21 Days notice of meeting; Special Resolution altering the object; allow for 28 Days for any objection and application to Court; deliver the resolution to CAC within 15 days after the expiration of the 28 days.

What are the possible alterations to the share capital of a company?

Consolidation of shares, Subdivision of shares, Increase of share capital, Reduction of share capital.

What does consolidation of shares involve, according to S.125(a)?

Aggregation of shares and dividing them into shares of larger amount.

What does subdivision of shares involve, according to S.125(b)?

Subdivide its shares or any part of it into shares of smaller amount.

According to S.127 CAMA, how can a company increase its share capital?

A company having a share capital may increase its issued share capital by the allotment of new shares, as amended by S. 3 of the Business Facilitation Act (BFA) 2023.

What are some reasons a company might increase its share capital?

Over subscription of public offer, Conversion from Ltd to Plc, Expansion of the coy beyond the capacity the existing capital base can accommodate, To meet the demands of regulatory authorities.

What is the procedure for increasing share capital by the company in a general meeting?

Board resolution; 21 days notice of meeting; special resolution; deliver documents to CAC within 15 days.

What are the conditions for the reduction of share capital, according to S.131?

Confirmation by the court, authorization by the Articles of Association, special resolution, and it must not be below the minimum prescribed by law.

What are the modes of reduction of share capital, according to S .131(2) CAMA?

Either extinguish or reduce the liability on any of its shares not paid up; cancel any paid up share capital which is lost or unrepresented by available assets; pay off any paid up share capital which is in excess of the coy’s wants.

What is the procedure for reducing share capital?

Board Resolution; Board prepares proposed scheme; Secretary issues notice of meeting; special resolution is passed; Application to the Federal High Court for confirmation.

When re-registering a Ltd as PLC what alterations must be effected in the Memo & Articles?

The name must end with PLC, the share capital must be increased, restrictions on transfer of shares must be removed, regulations on the appointment of Directors and Secretary must be in line with that required of a public Coy.

What are the procedures for conversion of a LTD to a PLC

Board resolution; Secretary issues Notice of meeting to pass the special resolution; At the General Meeting a special Resolution is passed authorizing the conversion.

What the procedure for re-registration of a PLC as a LTD?

Board resolution; Special resolution authorizing the re-registration; allow for the expiration of 28 days for any possible application to the Federal High Court to cancel the resolution.

Who can make the application to the FHC for re-registration of a PLC as a LTD

The holders of not less in the aggregate than 5% in nominal value of the company’s issued share capital, or any class thereof; or not less than 5% of the members of the company, or Fifty members

What the procedure for the re-registration of a LTD as ULTD

Board resolution, All members subscribe to the prescribed form of assent to the re-registration, Statutory declaration by all the Directors of the company that the persons by whom or on behalf of whom the assent form was subscribed are the whole members of the coy and that reasonable steps where taken by them to ensure that those on whose behalf the assent form was subscribed gave their consent to their proxy

What is the procedure for the re-registration of a ULTD as LTD

Board resolution proposing the re-registration; A special resolution is passed at the General meeting of the Coy authorizing the conversion; The special resolution will state the share capital of the coy as well as other consequential alterations to the Memo & Articles.

What re-registrations are prohibited by CAMA?

A company limited by guarantee cannot be re-registered as it does not come under the purview of S.55 that deals with re-registrations. Also company laws forbid vacillation of companies

What are the uses of a corporate search?

To verify fact of incorporation, consideration of the suitability of the company for any credit facility, To determine the identity and addresses of the Directors and other officers of the company

What are some of the content of a corporate search report?

Name, address and registered Number of the coy, Place of search, Date of search and Date of incorporation of the coy

What kind of post incorporation matter affect business names, partnership and incorporated trustees?

For business names changes can be made in the name, registered address, addition and removal of proprietors etc. For partnerships any clause in the deed of partnership can be altered. For incorporated trustees, changes can be made to any of the clauses in the constitution in line with provisions of CAMA.

What are some of the regulatory laws governing post-incorporation matters in Nigeria?

The Companies and Allied Matters Act 2020, The Nigerian Investment Promotion Act LFN 2004, The Investment and Securities Act (ISA) 2025, Foreign Exchange (Monitoring and Miscellaneous Provisions) Act LFN 2004

What are the regulatory bodies involved in post-incorporation matters?

The Corporate Affairs Commission, The Nigerian Investment Promotion Act, The Securities and Exchange Commission

According to S.729(1) CAMA, what are the requirements for a company regarding the publication of its name before commencing business?

Affix its name and registration number on the outside of every office; engrave its name on its seal; mention its name and registration number in all business letters, notices, advertisements, and other official publications.

Which entities are required to file a statement of affairs, and how often should they do so, according to S.733 CAMA?

Every bank, insurance, deposit, provident, or benefit society must submit a statement as in schedule 14 to the Corporate Affairs Commission, signed by a Director.

What is the difference between a corporate name and trade name?

Corporate name is the name by which a corporate body is registered by the CAC, while trade name is the name by which an organization conducts its business.

List some of the statutory books a company is required to keep.

Register of members, Index of members, Register of substantial interest in shares, Register of Directors shareholding, Register of Directors, Register of Secretaries, Register of charges, Copies of instrument creating a charge, Register of Debenture Holders, Minutes Book, Accounting Records, Register of Directors’ Residential Address, Register of substantial interest in shares

How can the memorandum or articles of association be altered?

By altering, adding, and deleting clauses, as provided for in S.50 & 53 CAMA.

What is the procedure for altering the memorandum or articles of association?

Board resolution proposing the alteration; issue 21 Days notice of meeting; convene a General Meeting where a Special Resolution is passed; alter the memo/articles; prepare to CAC within 15 days of passing of the resolution by uploading to the website the required documents.

Under what two situations can a company change its name?

Compulsory change of name and Voluntary change of name.

What is the procedure for changing a company's name?

Board resolution recommending the change; online search for availability and reservation of the new name; issue 21 Days notice of meeting; convene a General Meeting where a Special Resolution is passed; online application to the Registrar General of CAC for consent.

What compliance steps are required by the CAC and the company after a change of name?

CAC will advertise the change in the official gazette; CAC will issue a new certificate; CAC will enter the new name in the Register; The Coy will alter the common seal, papers, documents, etc., and advertise in Newspapers.

What is the procedure for altering the business/object clause of a company?

Board resolution; 21 Days notice of meeting; Special Resolution altering the object; allow for 28 Days for any objection and application to Court; deliver the resolution to CAC within 15 days after the expiration of the 28 days.

What are the possible alterations to the share capital of a company?

Consolidation of shares, Subdivision of shares, Increase of share capital, Reduction of share capital.

What does consolidation of shares involve, according to S.125(a)?

Aggregation of shares and dividing them into shares of larger amount.

What does subdivision of shares involve, according to S.125(b)?

Subdivide its shares or any part of it into shares of smaller amount.

According to S.127 CAMA, how can a company increase its share capital?

A company having a share capital may increase its issued share capital by the allotment of new shares, as amended by S. 3 of the Business Facilitation Act (BFA) 2023.

What are some reasons a company might increase its share capital?

Over subscription of public offer, Conversion from Ltd to Plc, Expansion of the coy beyond the capacity the existing capital base can accommodate, To meet the demands of regulatory authorities.

What is the procedure for increasing share capital by the company in a general meeting?

Board resolution; 21 days notice of meeting; special resolution; deliver documents to CAC within 15 days.

What are the conditions for the reduction of share capital, according to S.131?

Confirmation by the court, authorization by the Articles of Association, special resolution, and it must not be below the minimum prescribed by law.

What are the modes of reduction of share capital, according to S .131(2) CAMA?

Either extinguish or reduce the liability on any of its shares not paid up; cancel any paid up share capital which is lost or unrepresented by available assets; pay off any paid up share capital which is in excess of the coy’s wants.

What is the procedure for reducing share capital?

Board Resolution; Board prepares proposed scheme; Secretary issues notice of meeting; special resolution is passed; Application to the Federal High Court for confirmation.

When re-registering a Ltd as PLC what alterations must be effected in the Memo & Articles?

The name must end with PLC, the share capital must be increased, restrictions on transfer of shares must be removed, regulations on the appointment of Directors and Secretary must be in line with that required of a public Coy.

What are the procedures for conversion of a LTD to a PLC

Board resolution; Secretary issues Notice of meeting to pass the special resolution; At the General Meeting a special Resolution is passed authorizing the conversion.

What the procedure for re-registration of a PLC as a LTD?

Board resolution; Special resolution authorizing the re-registration; allow for the expiration of 28 days for any possible application to the Federal High Court to cancel the resolution.

Who can make the application to the FHC for re-registration of a PLC as a LTD

The holders of not less in the aggregate than 5% in nominal value of the company’s issued share capital, or any class thereof; or not less than 5% of the members of the company, or Fifty members

What the procedure for the re-registration of a LTD as ULTD

Board resolution, All members subscribe to the prescribed form of assent to the re-registration, Statutory declaration by all the Directors of the company that the persons by whom or on behalf of whom the assent form was subscribed are the whole members of the coy and that reasonable steps where taken by them to ensure that those on whose behalf the assent form was subscribed gave their consent to their proxy

What is the procedure for the re-registration of a ULTD as LTD

Board resolution proposing the re-registration; A special resolution is passed at the General meeting of the Coy authorizing the conversion; The special resolution will state the share capital of the coy as well as other consequential alterations to the Memo & Articles.

What re-registrations are prohibited by CAMA?

A company limited by guarantee cannot be re-registered as it does not come under the purview of S.55 that deals with re-registrations. Also company laws forbid vacillation of companies

What are the uses of a corporate search?

To verify fact of incorporation, consideration of the suitability of the company for any credit facility, To determine the identity and addresses of the Directors and other officers of the company

What are some of the content of a corporate search report?

Name, address and registered Number of the coy, Place of search, Date of search and Date of incorporation of the coy

What kind of post incorporation matter affect business names, partnership and incorporated trustees?

For business names changes can be made in the name, registered address, addition and removal of proprietors etc. For partnerships any clause in the deed of partnership can be altered. For incorporated trustees, changes can be made to any of the clauses in the constitution in line with provisions of CAMA.

What is a board resolution?

A resolution passed by a majority of the directors at a duly convened meeting.

What are the requirements for notice of board meetings?

A notice of the meeting must be given to every director unless the articles of association provide otherwise

What information should be included in the notice of a board meeting?

It should include the nature of the meeting, place, date and time

What if a director is not notified of a meeting?

The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any director shall not invalidate the meeting

Can a director be part of a quorum if they cant vote?

A director shall not be counted in the quorum present at a meeting in relation to any resolution on which he is not entitled to vote

What record of meetings should a company keep?

Every company shall cause minutes of all proceedings of general meetings and of its directors to be entered in books kept for that purpose

What is the evidential value of minutes of meetings?

Any such minute if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings

Where must the minute book be kept, and who can inspect it?

The books containing the minutes of proceedings of any general meeting of a company shall be kept at the registered office of the company, and shall during business hours be open to the inspection of any member without charg

What is the penalty for non-compliance with the requirements for keeping a minute book?

Every director who fails to comply with the provisions of this section shall be liable to a fine of \500 in respect of each offence

Can a member ask for the minutes of a meeting?

Any member shall be entitled to be furnished within seven days after he has made a request in that behalf to the company with a copy of any minutes of a general meeting on payment of #200 or such less sum as the company may specify for each page copied

What is an ordinary resolution?

An ordinary resolution is a resolution passed by a simple majority of members entitled to vote

What is a special resolution?

A special resolution is a resolution passed by not less than three-fourths of the votes of members entitled to vote

When is a reolution deemed to have been passed?

Where any resolution is passed, at an adjourned meeting of a company, the resolution shall for all purposes be treated as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed on any earlier date