POST INCORPORATION MATTERS

Question 1

What are the preliminary steps before commencement of business for names?

Answer 1

S 729
PUBLICATION OF NAME
1a.Every company shall paint, affix or paste the name and RC of the company outside its office in legible characters in a conspicuous position, in letters easily legible.
1b.Have its name engraved in legible characters on its seal, where the company has a seal
1c. have its name and reg no mentioned in legible characters in all business letters of the company and in all notices, advertisements and other official publications of the company, and in all bills of exchanges

Question 2

What are the preliminary steps before commencement of business for statutory books?

Answer 2

1. Register of members-S 109
2. Index of members-S 111
   -Register of substantial interest-S 122
   -Copies of instrument creating a charge-S 215
3. Register of charges-S 216
4. Register of Debentures-S 218
5. Minute books-S 266
6. Register of directors shareholding-S 301
7. Register of directors-SEC 318
8. Register of secretaries-SEC 336
   9.Accounting records-S 374

Question 3

What is the register of members as statutory books?

Answer 3

SEC 109
Every member must have their name within28 days of the conclusion of the agreement with the company.
-It contains the names, address of the members
-amount of shares being held by them
-the classes of shares
-date he became a member
-date in which he ceased to be a member.

Question 4

Advantages of being a subscriber?

Answer 4

1. Automatic membership whether your name appears in the register of members or not.-S 105

Question 5

Where should the register of members be kept?

Answer 5

At the company’s registered office

-Shall be open to inspection-For free(minimum of 2 hours)

-Non member can also check with the permission of the company(it shall not be unreasonably withheld)
-CAC shall check & inspect with no extra charge.

Copy of the register-Payment is required
SEC 112

Question 6

What is index of members?

Answer 6

Used for public companies more than 50 members.
Name, Address &

SEC 111 CAMA

Question 7

who is a substantial shareholder?

Answer 7

Holders of not less than 5% of the unrestricted voting rights in the company.
SEC 120

Question 8

Particulars of directors that must be contained in the register of directors?

Answer 8

1. Full name
2. Nationality
3. Address
4. Occupation
5. Phone No
6. Email Address
7. Date of birth

Question 9

Can statutory records be kept in electronic form?

Answer 9

YES! S 731

Question 10

What are Minutes books?

Answer 10

-It contains proceedings of class meetings, board meetings, AGM.
-Shall be open to inspection for at least 6 hours
-Anyone that wants a copy shall pay & get it within 7 days
SEC 267

Question 11

Requirements for accounting records for public companies?

Answer 11

S 374(6) CAMA

The company must display their audited accounting records in their website-PUBLIC COMPANIES

Question 12

Documents to be attached for an application for consent to change a company’s name?

Answer 12

1. Form CAC 1.1-Availability and Reservation of name check
2. Form CAC 3-Notice of change of name of a company
3. A copy of the special resolution
4. Altered MEMART duly stamped
   -Original certificate of incorporation
5. Evidence of payment of prescribed fees
6. Evidence of filing annual returns

Question 13

Procedure for change of name?

Answer 13

1. Board of directors will propose the change of name
2. Secretary will conduct availability & reservation of name check
3. Notice of meeting to members should be sent out within 28 days
4. Special resolution should be passed at the meeting.
   -Alter the memorandum & pay filing/stamp duties fees
5. Write an application to CAC for consent to change the name together with the necessary documents.
6. Obtain CTC of MEMART & Certificate of incorporation from CAC
   S 30(3) CAMA

Question 14

procedure after change of name?

Answer 14

S 729

 Company alters the common seal (if it has) and get it adopted by the general meeting
 Company alters its name plate
 Company alters business correspondence/letter headed papers to bear the new name
 Company advertises in newspaper to publicise the change of name

Question 15

Procedure for alteration of the object clause?

Answer 15

1. BOD will propose
2. Notice of meeting by the company’s secretary must be sent out within 21 days
3. Special resolution to alter the object clause
4. 28 days for minority objection from members of the company holding not less than 15% of the nominal value in the issued share capital or holders of not less than 15% of the company debentures secured by floating charge
   S 51 CAMA
   If no application is made after 28 days, submit the relevant docs to CAC within 15 days
   -Altered MEMART duly stamped
   -A copy of the Special resolution
   -Annual Returns
   -Evidence of payment of prescribed fees
   -Where there is an application, CTC of the court order is part of the documents that you will submit.

Question 16

Procedure for registering a private company to a public company?

Answer 16

 The nominal value of the shares be not less than minimum for public companies stated in s 27(2)
 At least (25%) of allotted shares be paid up and the whole of any premium on it
 A Balance sheet must have been prepared not more than 7 months before the date of which the application for registration is delivered to the CAC
 The company has not been previously re registered as an unlimited company

Question 17

How do you alter restrictions on the power of the company?

Answer 17

Same procedure for object clause!
51(3) CAMA

Question 18

What is an example of Prohibited reregistration for limitation of liability?

Answer 18

LTD-ULTD-PLC-NO!
ULTD-PLC-YES!

Question 19

Procedure for RE-REGISTRATION OF A PUBLIC COMPANY TO A PRIVATE LIMITED COMPANY?

Answer 19

Holders of 5% of the nominal value of issued share capital in the company can object.
Give notice to CAC & COMPANY
The company will then give notice to CAC

Question 20

Documents to be submitted to CAC after reregistration from a private to a public company?

Answer 20

1. Balance sheet not more than 7 months from the date in which the application for re-registration was made.
2. Statement of proposed name
3. Statement of proposed secretary
4. Unqualified auditor’s report and written statement
   -Copy of the company’s altered MEMART
5. Form CAC 4-APPLICATION FOR RE REGISTRATION
6. Annual returns
7. Filing fees
8. Statement of compliance

Question 21

Orders that the court may make upon application by minority members to cancel the resolution to change a public company to a private company?

Answer 21

1. Confirm the resolution
2. Cancel the resolution
3. Adjourn upon an order of Arrangement of compromise
4. Make such other orders
5. The company may order for the purchase by the company of the shares of a minority member

Question 22

Where do you have minority objection during alteration/re registration?

Answer 22

1. Change of object clause
2. Re-registration of a company from public to private.

Question 23

Conditions that must be fulfilled to go from limited to unlimited?

Answer 23

1. It must be by unanimous resolution by all members(form of assent must be subscribed to by all members)

Question 24

Alteration of share capital?

Answer 24

1. Consolidation-S 125(a)
2. Sub division-S 125(b)
3. Increase-S 127
4. Reduction-S 130

Question 25

Example of consolidation of shares?

Answer 25

i.e 1 million shares divided into N1 each if consolidated will be:
-N500,000 divided into 500,000 ordinary shares of N2 each.

Question 26

How is sub division of shares done?

Answer 26

I.e N1 million shares of N1 each if sub divided will be:
-N2 million shares divided into 2 million ordinary shares of 50kobo each.

Question 27

Procedure for reduction of share capital?

Answer 27

1. Board Meeting: The Board of Directors meets to resolve that the share capital should be reduced.
2. ** The BOD shall prepare a Scheme of Reduction**: detailing how the reduction will address issues and its impact on shareholders.
3. General Meeting Notice: The Board authorizes the Company Secretary to issue a 21-day notice of a general meeting, including an explanatory circular and the scheme of reduction.
4. Special Resolution: At the general meeting, members pass a special resolution to reduce share capital and approve the scheme (Section 131).
5. Resolution Title: Label the special resolution as “A Resolution for Reducing Share Capital” (Section 131(3)).
6. Court Approval: The company applies to the court for an order confirming the reduction and scheme (Section 132(1)).
7. Court Confirmation: If the court is satisfied, it confirms the reduction (Section 133).
8. Documents to CAC: Submit to the Corporate Affairs Commission (CAC):
   
   • Copy of the special resolution
   • Court order confirming reduction
   • Extract of minutes showing altered share capital (Section 134(1)).
9. Effect of Registration: Upon registration, the confirmed resolution and reduction take effect (Section 134(2)).

Question 28

Steps the CAC will take after change of name?

Answer 28

1. Enter the new name of the company in the register of companies
2. Issue a new certificate of incorporation
3. publish in a national daily newspaper