One of the most important post-incorporation compliance requirements for a company in Nigeria is the direction for its directors, management and members to have specific types of meetings for the purpose of charting the course of the company’s progression as well as for the purpose of passing resolutions authorizing certain actions or transactions of the company.
This article will be talking about the following subtopics of :
– Notices of Company meetings under Nigerian law
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– The persons entitled to notices of company meetings in Nigeria
– The types of company meetings in Nigeria.
How are notices of company meetings to be passed under Nigerian law?
Notices of meetings are to be prepared by a company secretary and passed to all persons entitled to attend such meetings.
What is the time frame/length of notices of company meetings under Nigerian law?
Notices of company meetings under Nigerian law are to be for no longer than 21 days from the date of the notice being passed by the company’s secretary.
This does not mean that shorter notices cannot be called by a majority of a company’s members having voting rights and entitlements to notices of a company meeting.
Who are the persons entitled to a notice of a company meeting?
The persons entitled to notices if a company meeting include :-
– Legal representatives of members of a company (this would also apply to trustees of the estates of members of the company).
– Shareholders/members of a company.
– The Company Secretary of a company.
– All directors of a company.
– Every auditor of the company.
What should be the contents of a notice of a company meeting in Nigeria?
A notice of a company meeting must specify the date, place and venue of the meeting as well as details of the general business to be deliberated on at the meeting.
A notice of a company meeting is also to specify if a resolution is to be considered & voted on at the meeting as well as the details of the proposed resolution.
It should also be states that the purpose of a meeting is for transacting ordinary business of the company where the notice is for an Annual General Meeting(AGM).
What are the types of company meetings in Nigeria?
The types of company meetings currently allowed under Nigerian law are :-
– Statutory Meetings :- Which must be held within 6 months of a company’s incorporation followed by the filing of a statutory report with the Corporate Affairs Commission (CAC). Failure to hold this type of meeting may be a ground for compulsorily winding up the company under the Companies and Allied Matters Act (CAMA).
Statutory Meetings apply only to Public Limited Liability Companies (PLCs).
– Annual General Meetings (AGMs) :- This is a mandatory meeting for all companies in Nigeria which must be held within 18 months of a company’s registration.
All business to be transacted at an AGM are special except for :-
a). The declaration of dividends
b). The election of directors to replace retiring ones
c). The appointment and remuneration of auditors
d). The appointment of audit committee members
e). The presentation of financial statements
f). The presentation of directors and auditor’s reports.
– Extraordinary General Meetings (EGMs) :- These are Non- AGM meetings that can be called by –
a). The board of directors of a company or any single director.
b). Members with no less than 10% paid-up capital or 10% voting rights
c). Retiring directors of a company.
– Court-ordered meetings on the application of a member/shareholder or director of a company.
What are the conditions for holding a valid company meeting in Nigeria?
The conditions of a valid meeting are :-
– The required notice within the stated time length given under the CAMA must be given .
– The meeting must be held in Nigeria.
– There must be a quorum or attendance of the minimum number of directors/shareholders necessary to make a voting quorum/majority.
– For PLCs, the notices of meetings must be published in at least 2 daily newspapers.
Can company meetings be held virtually?
No they cannot. To legally circumvent this you would either need to apply to the Federal High Court for a Court-ordered meeting or simply rely on a written resolution if your company is a Private Limited Liability Company (Ltd) .