Appointment Resolution Template for Nigeria

When your Nigerian company needs to appoint new directors, officers, or senior executives, you must create a formal Appointment Resolution to document and legitimize these appointments. This essential corporate document ensures compliance with Nigerian law while providing official evidence of the appointment that satisfies regulatory requirements and corporate governance standards.

When do you need this document?

You need an Appointment Resolution whenever your company makes key personnel appointments that require formal board or shareholder approval. This includes appointing new directors to your board, naming executive officers like the CEO or CFO, designating company secretaries, or appointing senior management positions. The document is also required when replacing existing personnel, adding additional directors to expand board capacity, or making interim appointments to fill sudden vacancies. Listed companies must use appointment resolutions for all director and key management appointments to comply with SEC requirements and maintain their listing status.

Key legal considerations

Your Appointment Resolution must include specific mandatory elements to ensure legal validity and regulatory compliance. The document must clearly state the appointee's full legal name, address, and qualifications, along with the exact position title and reporting structure. You must specify the appointment's effective date, terms of service, and any conditions or restrictions attached to the role. The resolution should reference the specific authority under which the appointment is made, whether from your company's articles of association or relevant board powers. For director appointments, you must confirm the appointee meets all eligibility requirements under CAMA 2020, including age restrictions, professional qualifications, and the absence of any disqualifying factors such as bankruptcy or criminal convictions.

Legal requirements in Nigeria

Under the Companies and Allied Matters Act (CAMA) 2020, your Appointment Resolution must comply with specific procedural requirements depending on the position being filled. Director appointments typically require board resolution approval, though certain situations may mandate shareholder approval through special resolution. You must ensure proper meeting procedures are followed, including adequate notice, quorum requirements, and voting thresholds as specified in your articles of association. The Nigerian Code of Corporate Governance 2018 imposes additional requirements for listed companies, including independence criteria for directors and mandatory disclosure of appointments to relevant regulatory bodies. You must file certain appointments with the Corporate Affairs Commission (CAC) within prescribed timeframes, typically 15 days for director appointments. Listed companies must also notify the Nigerian Exchange and SEC of key appointments within specified periods. The resolution must be properly executed with appropriate signatures from authorized officers and maintained in your company's statutory records for inspection by regulators, auditors, and shareholders as required by law.