Appointing A Director By Ordinary Resolution for Nigeria

Appointing A Director By Ordinary Resolution Template for Nigeria

A formal legal document used in Nigerian corporate governance for the appointment of a director through an ordinary resolution, in compliance with the Companies and Allied Matters Act (CAMA) 2020. This document outlines the formal appointment process, including the resolution text, director's details, and necessary declarations. It serves as official evidence of the appointment and ensures compliance with Nigerian corporate law requirements, including any additional regulatory obligations for public companies under the Nigerian Code of Corporate Governance 2018.

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What is a Appointing A Director By Ordinary Resolution?

The document "Appointing A Director By Ordinary Resolution" is a crucial corporate governance instrument used in Nigerian business law. It is required whenever a company needs to formally appoint a new director through shareholder approval, as mandated by the Companies and Allied Matters Act (CAMA) 2020. This document is typically used during or after general meetings where shareholders vote on the appointment, requiring a simple majority to pass. It must include specific details about the appointee, the resolution text, and various statutory declarations. The document is particularly important for maintaining proper corporate records and demonstrating compliance with Nigerian company law, especially when filing required returns with the Corporate Affairs Commission. It may require additional provisions for public companies to comply with the Nigerian Code of Corporate Governance 2018 and Securities and Exchange Commission requirements.

What sections should be included in a Appointing A Director By Ordinary Resolution?

1. Title and Company Details: Full legal name of the company, registration number, and registered address

2. Date: Date of the resolution

3. Type of Resolution: Clearly stating this is an ordinary resolution

4. Notice of Meeting: Confirmation that proper notice was given as required by CAMA 2020

5. Quorum: Confirmation that the meeting has met quorum requirements

6. Resolution Text: The formal resolution text appointing the named individual as director

7. Director Details: Full name, address, and identification details of the appointed director

8. Effective Date: The date from which the appointment takes effect

9. Certification: Certification by the company secretary or authorized officer that the resolution was duly passed

What sections are optional to include in a Appointing A Director By Ordinary Resolution?

1. Additional Declarations: Required for public companies or when the director needs to declare specific interests or qualifications

2. Regulatory Compliance: Additional statements needed for listed companies to comply with Securities and Exchange Commission requirements

3. Terms of Appointment: If specific terms or conditions are attached to the appointment

4. Resignation of Previous Director: If the appointment is to fill a vacancy caused by resignation

5. Corporate Governance Compliance: Statements ensuring compliance with the Nigerian Code of Corporate Governance 2018, if applicable

What schedules should be included in a Appointing A Director By Ordinary Resolution?

1. Schedule 1 - Director's Consent: Written consent of the director to act in the position

2. Schedule 2 - Director's Information: Detailed information about the director including qualifications, other directorships, and relevant experience

3. Schedule 3 - Declaration of Interest: Declaration of any interests in the company or conflicts of interest

4. Appendix A - Meeting Minutes Extract: Relevant extract from the minutes of the meeting where the resolution was passed

5. Appendix B - Attendance Record: Record of shareholders present or represented at the meeting

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Energy

Healthcare

Retail

Telecommunications

Agriculture

Mining

Construction

Professional Services

Education

Transportation

Media and Entertainment

Relevant Teams

Legal

Compliance

Corporate Secretariat

Corporate Affairs

Board Administration

Corporate Governance

Executive Office

Regulatory Affairs

Relevant Roles

Company Secretary

Legal Counsel

Corporate Governance Officer

Compliance Manager

Board Secretary

Chief Legal Officer

Corporate Affairs Manager

Legal Director

Governance Risk and Compliance Officer

Chief Executive Officer

Chairman of the Board

Director of Legal Affairs

Corporate Services Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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