A Resolution of Sole Director is a crucial corporate governance document used in Nigerian companies that operate under a single-director structure. This document is essential when a sole director needs to make formal decisions on behalf of the company, ranging from routine operational matters to significant corporate actions such as approving contracts, authorizing financial transactions, appointing officers, or establishing new business policies. The resolution must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian corporate laws. It serves multiple purposes: documenting decisions for corporate records, demonstrating compliance with legal requirements, and providing evidence of proper authorization for third parties such as banks, regulatory bodies, or business partners. The document is particularly important in audit trails and corporate governance reviews, as it demonstrates that company decisions were properly made with appropriate authority.
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1. Title and Company Details: Formal title of the resolution, company name, registration number, and registered address
2. Date: Date of the resolution
3. Present: Name and details of the sole director making the resolution
4. Preliminary: Statement confirming the director's authority to make decisions and compliance with company's articles
5. Background/Recitals: Context and reasons for the resolution, including relevant facts and circumstances
6. Confirmation of Quorum: Confirmation that the sole director constitutes a valid quorum as per company's articles
7. Resolutions: The actual decisions being made, clearly numbered and stated
8. Declaration: Statement confirming the resolution was duly passed and is in company's best interest
9. Signature: Space for director's signature, name, and date of signing
1. Notice of Meeting: Include if required by company's articles, though usually waived for sole director
2. Conflicts of Interest: Include if the director needs to declare any interests in the matters being decided
3. Legal Advice: Include if legal counsel was consulted and their advice is relevant to the resolution
4. Corporate Seal: Include if company seal is required for specific types of decisions
5. Secretary's Certificate: Include if company has a secretary and certification is needed
1. Schedule 1 - Supporting Documents: Any relevant documents referenced in the resolution (e.g., contracts, certificates)
2. Schedule 2 - Financial Details: If resolution involves financial decisions, detailed breakdowns or statements
3. Schedule 3 - Property Details: If resolution involves real estate or property matters
4. Appendix A - Corporate Authority: Copies of relevant sections of articles of association or CAMA 2020 relied upon
5. Appendix B - Referenced Agreements: Copies of any agreements or contracts being approved or referenced
Relevant legal definitions
Clauses
Authority and Powers
Corporate Actions
Financial Matters
Banking Arrangements
Property Transactions
Contract Approval
Officer Appointments
Corporate Policies
Business Operations
Regulatory Compliance
Share Issuance
Dividend Declaration
Corporate Structure
Asset Disposal
Borrowing Powers
Investment Decisions
Legal Proceedings
Business Strategy
Corporate Governance
Administrative Matters
Corporate Actions
Financial Matters
Banking Arrangements
Property Transactions
Contract Approval
Officer Appointments
Corporate Policies
Business Operations
Regulatory Compliance
Share Issuance
Dividend Declaration
Corporate Structure
Asset Disposal
Borrowing Powers
Investment Decisions
Legal Proceedings
Business Strategy
Corporate Governance
Administrative Matters
Relevant Industries
Banking & Finance
Real Estate
Technology
Manufacturing
Retail
Professional Services
Energy
Agriculture
Healthcare
Construction
Transportation
Telecommunications
Mining
Education
Small and Medium Enterprises
Relevant Teams
Legal
Compliance
Corporate Secretariat
Finance
Risk Management
Corporate Affairs
Audit
Operations
Executive Office
Administration
Relevant Roles
Director
CEO
Company Secretary
Legal Counsel
Compliance Officer
Corporate Governance Officer
Managing Director
General Counsel
Board Secretary
Chief Financial Officer
Corporate Affairs Manager
Risk Manager
Audit Manager
Business Development Manager
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