A Board Resolution For Incorporation of Company is a fundamental corporate document required in the Nigerian business formation process. It is mandated by the Companies and Allied Matters Act (CAMA) 2020 and must be submitted to the Corporate Affairs Commission (CAC) as part of the company registration process. This document is used when establishing a new company in Nigeria and contains critical information about the company's formation, including corporate structure, share capital, appointed officers, and business authorizations. The resolution demonstrates that proper corporate governance procedures have been followed in the company's establishment and provides legal authorization for designated individuals to proceed with the incorporation process. It serves as a reference point for future corporate actions and is often required by banks, regulatory bodies, and other institutions as proof of proper company formation.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Meeting Details: Information about when and where the meeting was held, including time and venue
3. Attendance and Quorum: List of directors present and confirmation that quorum requirements were met
4. Company Details Resolution: Resolution regarding the company name, registered address, and business objectives
5. Share Capital Resolution: Resolution specifying the authorized share capital and initial share structure
6. Director Appointments: Resolution appointing initial directors and their roles
7. Company Secretary Appointment: Resolution appointing the company secretary
8. Banking Resolution: Authorization to open and operate company bank accounts
9. Registration Authorization: Authorization for specific individuals to handle incorporation process with CAC
10. Execution Details: Signatures of chairman and secretary/director confirming the resolutions
1. Foreign Investment Declaration: Required when there are foreign shareholders or directors, detailing compliance with NIPC requirements
2. Special Business Licenses: Required when the company needs specific licenses or permits for its intended business activities
3. Branch Office Authorization: Required when the company plans to establish branch offices
4. Subsidiary Relationship: Required when the company is being set up as a subsidiary of another company
5. Special Share Classes: Required when creating multiple share classes with different rights and privileges
1. Schedule A - List of Initial Subscribers: Details of initial shareholders including names, addresses, and shareholding
2. Schedule B - Director Information: Detailed information about appointed directors including their qualifications and contact details
3. Schedule C - Objects of the Company: Detailed description of the company's business objectives and activities
4. Schedule D - Share Capital Structure: Detailed breakdown of share classes, rights, and initial allocation
5. Appendix 1 - Required Forms: Copies of CAC forms to be submitted for incorporation
Relevant legal definitions
Company
Board of Directors
Directors
Chairman
Company Secretary
Corporate Affairs Commission
CAMA 2020
Memorandum of Association
Articles of Association
Authorized Share Capital
Issued Share Capital
Registered Office
Seal
Subscribers
Initial Directors
Quorum
Resolution
Incorporation Documents
Register of Members
Financial Year
Ordinary Shares
Corporate Representatives
Authorized Signatories
Principal Officers
Business Objects
Board of Directors
Directors
Chairman
Company Secretary
Corporate Affairs Commission
CAMA 2020
Memorandum of Association
Articles of Association
Authorized Share Capital
Issued Share Capital
Registered Office
Seal
Subscribers
Initial Directors
Quorum
Resolution
Incorporation Documents
Register of Members
Financial Year
Ordinary Shares
Corporate Representatives
Authorized Signatories
Principal Officers
Business Objects
Clauses
Meeting Constitution
Quorum Confirmation
Company Formation
Name Approval
Registered Office
Business Objects
Share Capital
Director Appointment
Officer Appointment
Banking Authorization
Corporate Powers
Registration Authority
Document Execution
Professional Appointments
Regulatory Compliance
Share Allotment
Corporate Identity
Incorporation Authorization
Administrative Powers
Signature Authority
Quorum Confirmation
Company Formation
Name Approval
Registered Office
Business Objects
Share Capital
Director Appointment
Officer Appointment
Banking Authorization
Corporate Powers
Registration Authority
Document Execution
Professional Appointments
Regulatory Compliance
Share Allotment
Corporate Identity
Incorporation Authorization
Administrative Powers
Signature Authority
Relevant Industries
Financial Services
Manufacturing
Technology
Retail
Healthcare
Real Estate
Energy
Agriculture
Transportation
Education
Professional Services
Construction
Mining
Telecommunications
hospitality
FMCG
Media and Entertainment
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Affairs
Board Secretariat
Governance
Executive Leadership
Administrative
Finance
Risk Management
Relevant Roles
Chief Executive Officer
Company Secretary
Director
Board Chairman
Corporate Lawyer
Legal Counsel
Compliance Officer
Corporate Governance Officer
Chief Financial Officer
Managing Director
Board Member
Company Registration Officer
Corporate Affairs Manager
Legal Administrator
Business Development Manager
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