The Resolution to Add Director is a crucial corporate governance document required under Nigerian law whenever a new director is appointed to a company's board. This document must comply with the Companies and Allied Matters Act (CAMA) 2020 and associated regulations, and it serves multiple purposes: it formally records the appointment decision, provides evidence of proper corporate procedure, and serves as the basis for updating the company's statutory records with the Corporate Affairs Commission (CAC). The resolution must include specific details about the new director, confirmations of their eligibility to serve, and any special terms of their appointment. It's typically prepared following a board or shareholder meeting where the appointment is approved and must be properly executed before the appointment can take effect. This document is essential for maintaining proper corporate governance and ensuring regulatory compliance in Nigeria.

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

2. Meeting Details: Type of meeting (board/shareholders), date, time, location, and quorum confirmation

3. Present: List of directors/shareholders present at the meeting

4. Chairperson: Designation of the chairperson for the meeting

5. Background: Brief context explaining the need for appointing a new director

6. Resolution: The formal resolution text appointing the new director, including their full name, address, and designation

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

8. Statutory Declarations: Confirmation that the appointment complies with CAMA 2020 requirements

9. Authorization: Authority given to company secretary or officers to file necessary documents with CAC

10. Certification: Signature section for chairman and/or company secretary to certify the resolution