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NLS - Corporate Law Practice > POST-INCORPORATION > Flashcards

POST-INCORPORATION Flashcards

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1
Q

What are the three main activities that follow after incorporation?

A

(i) Publication of Name
(ii) Keeping Statutory Books
(iii) Make Statutory filings

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2
Q

What are the two names a company usually has?

A
  1. Corporate Name

2. Trade Name `

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3
Q

What does s.548 (1) CAMA require about the publication of a company’s corporate name?

A

It requires the publication of the corporate name in three different forms post-incorporation:

i Publication of name in the name plate

ii. Publication of name in the common seal
iii. Publication of corporate name in official documentation and bills of exchange

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4
Q

How can a company’s trade name be protected?

A

By registering the trade name with the Trade Mark Registry

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5
Q

Which name has to be published on a company’s name plate?

A

The corporate or trade name may be published.

Whichever one is used, should be accompanied with the Registered Company Number ( RC Number)

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6
Q

Which name is to be published on the common seal?

A

The corporate name only

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7
Q

What is the common seal?

A

An instrument that the company would use in executing contracts under deed, as such, the corporate name must be on the seal.

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8
Q

Which name is to be published in official documents and bills of exchange?

A

The corporate name

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9
Q

What are the statutory books companies must keep?

A
  1. Register of Members
  2. Index of Members
  3. Register of substantial Interest in Shares
  4. Register of Directors and Secretaries
  5. Register of Directors shareholding
  6. Register of Debenture Holders
  7. Register of Charges
  8. Accounting Books
  9. Minutes Book
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10
Q

What is the register of members?

A

records names and particulars of existing and previous members
S.83 & 84 CAMA

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11
Q

What is the Index of members and what companies use it?

A

Required to ease the process of locating the position of a member’s particulars in the register of members

Applicable to companies with more than 50 members
S.85 CAMA

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12
Q

What is the register of substantial interest in shares

A

Required to reveal the identity of members who hold more than 10% voting rights in a public company

Applies to PLC’s
S.97 CAMA

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13
Q

What is the register of directors and secretaries?

A

Contains the names and particulars of present and previous directors and company secretaries

S.292 CAMA q

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14
Q

What is the register of directors shareholding

A

Discloses the interest directors hold in the company by way of shares or debentures

Ltd & Plc
s.275 CAMA

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15
Q

What is the register of debenture holders

A

Contains names and particulars of debenture holder and details of terms of issue
Ltd, Plc, Ultd

S.193 CAMA

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16
Q

What is the register of charges

A

Records charges created over the assets of a company

Ltd and Plc
S.191 , S.192 CAMA

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17
Q

What are accounting books?

A

Required to keep a company’s financial records for audit purposes

s.331 CAMA

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18
Q

What is a minute book?

A

Required to keep records of general meetings
s.241 & 242
CAMA

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19
Q

What are statutory filings?

A

Filings made by the company secretary at the CAC for record purposes and in compliance with CAMA provisions

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20
Q

What filings are required under CAMA

A
  1. Alteration of objects clause
  2. Notification of change of director
  3. Registration of charge
  4. Special Resolutions
  5. Annual Returns
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21
Q

within how many days should alteration of objects clause be filed

A

Within 15 days

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22
Q

How many days should notification of change of director be filed?

A

Within 14 days

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23
Q

How many days should registration of charge be filed?

A

Within 90 days

24
Q

Within how many days should special resolutions be filed?

A

Within 15 days

25
Q

Within how many days should Annual Returns be filed?

A

Within 42 days of AGM

26
Q

When are Banks & Insurance Companies required to file a statement of affairs with CAC?

A
  1. Before commencing business
  2. First Monday in February
  3. First Tuesday in August
    In every year that it carries on business
27
Q

What type of documents are filed at CAC

A

Documents filed in the companies registry at the CAC are public records which are available for inspection
CTC’s may be obtained upon payment of the prescribed fees.

28
Q

When are corporate searches required?

A

In many situations, which include:

i. Corporate due diligence
ii. Investigation of a company/organisation by the CAC or by another Regulatory/Security agency
iii. Granting of credit facilities
iv. Opening a bank account
v. Confirmation of ownership of a company

29
Q

What is a conversion of a company?

A

Where a company changes it status by re-registering to legally exist as a different type of company

30
Q

What section of cama provides for the re-registration of private company as public

A

S.50 CAMA

31
Q

What is the procedure of re-registering from private to public

A
  1. Board passes resolution to convert the company to a PLC
  2. Board instructs secretary to issue notice of GM
  3. At the GM, members pass a special resolution approving the proposed conversion, authorising the board to make consequential alterations in the MEMART
  4. Stamp the altered MEMART with FIRS
  5. Send application for conversion using CAC Form 2.7 and attaching documents
  6. Upon satisfaction of these requirements, the CAC will issue a new certificate of incorporation, bearing the company’s new status as PLC
32
Q

What documents are attached to CAC Form 2.7

A
  1. Form CAC 1
  2. Special Resolution of the company and the board resolution approving the conversion
  3. Copy of the memorandum and articles
  4. A copy of a written statement by the directors and the secretary certified on oath 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
  5. Balance sheet of the company as at the date of the resolution or the preceding 6 months, whichever is later
  6. Statutory declaration in the prescribed form by a director and the secretary of the company -
    (i) that the special resolution required under this section has been passed

(ii) that the company’s net assets are not less than the aggregate of the paid up share capital and undistributable reserves
7. The original certificate of incorporation for cancellation
8. Original receipt of filing fees
9. The receipt of filing annual returns

33
Q

What consequential alterations are effected in the Memorandum when re-registering from private to public?

A

The alterations to the memorandum are:

  1. The name clause is altered to end with the term ‘Plc’
  2. The type of company clause is altered to become ‘Public’
  3. The authorised share capital clause is altered to reflect the minimum required for public companies
34
Q

What consequential alterations are made to the Articles when re-registering from private to public?

A
  1. The name of the company is changed to end with the term ‘plc’
  2. Restriction on the transfer of shares is deleted
  3. Regulations regarding appointment of directors and company secretary are altered to reflect the requirement for public companies
35
Q

What amendment is made in the articles regarding the appointment of directors re-registering from private to public?

A

s.252 CAMA provides that any person of 70 years or above who is appointed or proposed to be appointed as a director of a public company must disclose this fact to the members at GM

36
Q

What is a special resolution?

A

A special resolution is a resolution which requires the vote of at least 3/4 of the majority of the persons who are entitled to vote

37
Q

What is an ordinary resolution?

A

An ordinary resolution on the other hand requires a simple majority of those entitled to vote

38
Q

What is the procedure for the re-registration of private company limited by shares to an unlimited company?

A

S.51 CAMA
i. Board passes resolution proposing the
conversion

ii. Members subscribe to the prescribed form of assent of the re-registration
iii. Directors make statutory declaration that the persons who subscribed to the assent constitute the whole membership of the company and that all persons who subscribed on behalf of a member did so with the member’s authority
iv. Apply to the CAC in the prescribed form signed by the Director/the secretary, setting out the alterations in the MEMART
v. Pass a special resolution altering the memo & articles of the current status of the company
vi. Stamp the altered memo and articles

39
Q

What is the procedure for re-registration from unlimited company to private company limited by shares ?

A

S. 52 CAMA
The procedure is:
i. Board meeting passes resolution proposing the conversion
ii. Members in general meeting pass a special resolution approving the proposed conversion
iii. The special resolution shall state the proposed authorised share capital and the consequential alterations in the memo & articles

iv. Apply to the CAC in the prescribed form signed by a director and the company secretary or two directors
v. Alter MEMART in pursuance of the resolution

40
Q

What is the procedure for the re-registration from a public to a private company?

A

S. 53 CAMA
The procedure is as follows:
i. Board passes resolution to convert company from public to privae
ii. Board instructs secretary to issue notice of general meeting
iii. Members at general meeting pass a special resolution approving the conversion, and authorising the board to make consequential alterations to the MEMART
iv. Stamp the altered MEMART with the FIRS
v. Within 28 days of passing the resolution, dissenting members representing not less than 5% of the company’s member’s apply to the Federal High Court to confirm or cancel the re-registration

vi. If the conversion is confirmed,file an application with the CAC, along with the court order within 15 days, for the CAC to effect the conversion
vii. A new certificate of incorporation reflecting the new status is issued by the CAC
viii. If the re-registration is cancelled by the court, file the court order cancelling the conversion with the CAC

41
Q

What are the prohibited conversions/ re-registrations?

A

i Unlimited company to company limited by guarantee

ii. Unlimited company to public company
iii. Re-registered unlimited company to public company
iv. Re-registered unlimited company to a company limited by shares
v. Public company to unlimited company
vi. Private company limited by shares re-registered as unlimited company to another status

42
Q

How can a change of a company’s corporate name be done?

A

Compulsorily or Voluntarily

43
Q

In what circumstances must a company compulsorily change its corporate name?

A

A company may be directed by the CAC to compulsorily change its name under the following circumstances:
i. Where there has been inadvertent registration of a new company by a name of an already existing company, or by a name that is near in resemblance which is likely to deceive

ii. Later discovery that the company’s name conflicts with an existing trademark or business name registered in Nigeria without the consent of the owner of the trade mark
iii. After a successful passing off action, the court can direct the newly registered company to change its name

44
Q

What is the procedure for voluntary change of name?

A

i. Fill Form CAC 1 availability check and reservation of name, for approval of the name
ii. Board passes resolution proposing the change of name
iii. Members in general meeting pass special resolution approving the change of name, and authorising the consequential alterations are made to the MEMART
iv. Send application to the CAC for its consent for the change of name with the relevant documents attached

45
Q

What are the obligations on the CAC upon granting the application for change of name?

A

CAC will advertise the change of name in its official gazette

CAC will issue a new certificate of incorporation bearing the new name

The new name will be entered in place of the old name

46
Q

What documents are required for voluntary change of name?

A

i. Duly signed copies of special resolution of the company and the board resolution
ii. Stamped copies of the MEMART reflecting the new name
iii. Form CAC 1
iv. Original Certificate of Incorporation for cancellation
v. Evidence of filing annual returns
vi. Receipt of filing fees

47
Q

What is the procedure for change of registered address?

A

i. Board passes resolution approving the change
ii. Members in general meeting pass ordinary resolution authorising the change.
iii. Send an application to the CAC to register the change with the following documents attached:
a. Board and company resolution approving the change
b. Form CAC 3 ( Notice of situation/change of registered address)

48
Q

What are the documents to be attached in the application for increasing share capital

A
  1. Resolution of the board and the company approving the increase
  2. The stamped altered MEMART
  3. Notice of increase in share capital
49
Q

What is the procedure for the reduction of share capital?

A
  1. Board passes resolution proposing the reduction
  2. A scheme of reduction is prepared by the board
  3. Board instructs the company secretary to send notice of a general meeting of the company, with an explanatory circular and the scheme of reduction attached
  4. Members in general meeting pass special resolution authorising the reduction of share capital
  5. Apply to the Federal High Court to confirm the reduction and approve the scheme of reduction
  6. Send application to the CAC using Form CAC 2.4 with documents attached
    vii. Obtain the certificate of registration of the court order confirming the reduction
    viii. Annex the certificate of reduction, the approved minutes, and the court order confirming the reduction to the MEMART
50
Q

What documents need to be attached to the reduction of share capital application?

A
  1. A copy of the special resolution
  2. A certified true copy of the court order approving the scheme
  3. An extract of the minutes of the meeting approving the scheme
51
Q

What is the procedure for change of business name?

A

i. conduct availability check and reservation of name using Form CAC 1
ii. Send an application to the CAC using Form CAC/BN/1 ( application for business name registration) to effect the change of name accompanied with the required documents

52
Q

What documents are required for change of business name?

A
  1. Form CAC 1
  2. Receipt of payment of the prescribed fees
  3. Updated annual returns
53
Q

What is the procedure for change of name of Icorporated Trustees

A

i. Conduct availability check and reservation of name using Form CAC 1
ii. Board passes a resolution approving the change of name
iii. Advertise the proposed change in 2 National Newspapers for objections to be made within 28 days
iv. Send application to the CAC to effect the change of name using CAC/IT1 ( Application for registration of Incorporated Trustees) with documents attached

54
Q

What documents are required for the change of name of incorporated trustees?

A
  1. Form CAC 1
  2. Resolution of the association approving the change
  3. 2 copies of the newspaper adverts
  4. Original certificate of incorporation for cancellation
55
Q

What is the procedure for the increase of share capital?

A
  1. Board passes resolution approving the increase.
  2. Members in AGM pass special resolution approving the increase and authorising the board to make consequential alterations to the MEMART
  3. Stamp the altered MEMART
  4. Fill Form CAC 2.4 ( Notice of change of authorised share capital)
  5. Send application to the CAC to effect the increase within 15 days of the passing of the resolution
  6. Submit statutory declaration by directors affirming that 25% of the total share will be issued within 6 months of the increase.
  7. Obtain certificate of increase from CAC
  8. Annex a copy each of the resolution and the certificate of increase on the memorandum

NLS - Corporate Law Practice (13 decks)

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