NIGERIA Law and Practice Contributed by: Yeye Nwidaa, Mariam Olayinka Akinyemi, Toluwalase Oliver-Jude and Adedoyin Odekilekun, Jackson, Etti & Edu
5.3 Shareholder Meetings CAMA requires shareholders to hold two types of meetings: the statutory meeting and the AGM. A statutory meeting must be held within six months of the company’s incorporation and is mandatory only for public companies. The AGM, on the other hand, is required to be held annually by all companies, unless exempted by law. Every company, except a small company or a company with a single shareholder, is required to hold an AGM each year, and no more than 15 months shall elapse between the date of one AGM and the next. The CAC has the power to grant an extension for holding the AGM, but such extension cannot exceed three months. Notice for the AGM must be sent to the shareholders at least 21 days prior to the meeting. However, a shorter notice may be sent if all shareholders entitled to attend and vote at the meeting con - sent to it. CAMA provides that all statutory and annual general meetings must be held in Nigeria; how - ever, these meetings may be held electronically if they are conducted in accordance with the company’s Articles of Association. Two types of business can be transacted during an AGM: ordinary business and special busi - ness. Ordinary business includes the declaration of dividends, presentation of the financial state - ments, reports of the directors and auditors, the election of directors in the place of those retir - ing, fixing of the remuneration of the auditors, and the removal and election of auditors and directors, while special business is any business other than ordinary business. At any general meeting, a resolution put to the vote is decided by a show of hands, unless a poll is demanded by the chair or at least three mem -
Information regarding a company’s shareholders and their shareholding records can be obtained through the company’s profile on the CAC portal. 5.2 Role of Shareholders in Company Management Shareholders are generally not involved in the day-to-day operations of the company. This responsibility lies with the board of directors, as provided by law and outlined in the company’s Articles of Association. However, certain matters are reserved for shareholder approval, including: • the appointment and removal of directors; • the determination of directors’ remuneration; • the appointment of auditors and approval of their remuneration; • alteration of the company’s share capital; • alteration of the Memorandum and Articles of Association of the company; • approval of the conversion of the company from a private to a public company and vice versa, and from a limited company to an unlimited company and vice versa; • change of the company’s name; • making the liability of directors unlimited; • the appointment of a person over 70 years of age as a director in a public company; • the sale or transfer of the company’s major asset; • the winding-up of the company; • an application to strike off the company’s name from CAC’s register; and • declaration of dividends. Shareholders make decisions by way of resolu - tions passed during general meetings. However, CAMA allows private companies to pass written resolutions without holding a meeting, provided the written resolution is signed by all sharehold - ers.
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