Under Nigerian law, companies incorporated in Nigeria are required to:
- Hold Board Meetings
The directors of a company are required to hold board meetings from time to time. Although there is no required number of board meetings to be held by a company in a year, best practice recommends that a company should hold a board meeting every quarter. The first board meeting must be held within 6 months after incorporation. The following is the procedure for holding a board meeting -
- The directors would agree on a date, venue, time, and agenda for the meeting. 14 (fourteen) days written notice is required to be given to every director of the company. The meeting may however be called on shorter notice if the directors agree. The notice is usually circulated by the company secretary.
- The following matters are usually dealt with at the first meeting:
- Presentation of the company’s incorporation documents;
- Appointment of the chairman;
- Procuring/adoption of the common seal and directions for its use;
- Appointment of the company’s auditors;
- Ratification of the appointment of the company secretary;
- Determination of the financial year end of the company;
- Appointment of the company’s bankers; and
- Any other business.
- Please note that the quorum for the board meeting of a company is one – third of the number of directors of the company.
- Hold Annual General Meetings
A company incorporated in Nigeria is required to hold an Annual General Meeting in Nigeria (AGM) within 18 months after incorporation, to consider the following matters (among others): presentation of the financial statements, declaration of dividends (if any), re-election of directors, re-appointment of auditors and fixing of the remuneration of the auditors. Note that 21 days’ written notice of the AGM is required to be issued, though the shareholders may consent to receive shorter notice.
File Annual Returns
Every company is required to file an annual returns, in the prescribed form (Form CAC 10, 10A) together with the audited accounts of the company for each year at Nigeria company registry, the Corporate Affairs Commission.
