post incorporation matters

The types of company conversions are:

• a. Conversion of private company whether Limited or Unlimited, as a public company limited by shares. Section 56 CAMA, 2020.
• b. Conversion of a public company as private limited company. Section 63 CAMA, 2020.
• c. Conversion of a private company limited shares, as Unlimited. Section 68 CAMA, 2020.
• d. Conversion of an unlimited company as a private limited by shares. Section 71 CAMA, 2020.

The procedural steps for the conversion or re-registration of a private company as a public company are:

• a. A resolution is made by the Board of Directors proposing the conversion and re-registration.
• b. Notice of general meeting to pass a special resolution is issued by the secretary on the authorization by Board of Directors.
• c. A special resolution approving the re-registration and conversion of the company is passed and consequential alteration of the memorandum and articles in line with the new status of the company is made.
• d. An application is made to the Corporate Affairs Commission using the Form CAC 4 which is for re-registration, authorized by the director of the company or any appropriate officer of the company.

The following documents are to be attached to the application:

• 1. A copy of the special resolution that the company should re-register as a public company;
• 2. A copy of the company’s memorandum and articles, as proposed to be amended.
• 3. A copy of the balance sheet of the company, prepared as at a date not more than 7 months, before the date on which the application is delivered to the Commission.
• 4. An unqualified report by the company’s auditor on the balance sheet.
• 5. A written statement by the company’s auditor that, in his opinion as at the balance sheet date, the amount of the company’s net assets was not less than the aggregate of its called-up share capital and distributable services.
• 6. A valuation report is to be annexed to the application if, during the period between the preparation of the balance sheet and the passing of the resolution for the re-registration of the entity as a public company, the business has undertaken an allotment of shares for non-cash consideration.
• 7. A statement of compliance to the Corporate Affairs Commission specifying that the requirements of the Act as to its re-registration as a public company have been complied with.
• e. The Corporate Affairs Commission will issue a certificate of incorporation, altered to meet the circumstances of the company where it accepts the certificate of compliance as sufficient evidence that the company is entitled to be re-registered.

The conditions that must be met are:

• a. The company has a share capital and the nominal value of the company’s allotted share capital is not less than the minimum specified for public companies.
• b. The allotted shares have been paid up at least, to one quarter of the nominal value of the share and the whole of any premium on it.
• c. The company has not been previously re-registered as an unlimited company.

Procedural steps to be taken for the conversion of a public company as a private company are as follows:

• a. The passing of a board resolution proposing the conversion and re-registration of the company.
• b. The passing of a special resolution by general meeting authorizing the re-registration and conversion of the company and consequential alteration of the memorandum and articles, in line with the new status of the company.
• c. Application authorized by a director, secretary or any appropriate officer of the company is made to the Corporate Affairs Commission using form CAC 4 which is for application for re-registration. To the application is to be attached the following:
• a. The memorandum and articles of association of the company proposed to be amended.
• b. A statement of compliance to the Corporate Affairs Commission stating that the requirements of the Companies and Allied Matters Act with regards to the re-registration of a public company as a private company has been complied with.
• d. The corporate Affairs Commission issues the company with a new certificate of incorporation where it accepts the statement of compliance made by the company as sufficient evidence.

The steps to be taken by the minority opposed to the re-registration of a public company as a private company:

• a. An application must be made within 28 days after the passing of a special resolution to re-register the public company as a private company to the Federal High Court for the cancellation of the special resolution for the re-registration.
• b. The applicants must, without prejudice to the rules of court as to service, give immediate notice to the Corporate Affairs Commission.
• c. The company must give notice to the Corporate Affairs Commission upon being served with the application for cancellation of the special resolution.
• d. Upon hearing the application, the Federal High Court may confirm or cancel the resolution or make such orders or directions which it deems fit to make in the circumstances of the matter.
• e. The company, within 15 days of the making of a court order on the application for cancellation of the special resolution to re-register the company, or such longer time as the court may direct, must deliver the documents listed below to the Corporate Affairs Commission:
• a. A Certified True Copy of the court order.
• b. The memorandum and articles of association of the company proposed to be amended.

The documents to be delivered to the Corporate Affairs Commission by the company are:

• a. A printed copy of the special resolution.
• b. The Certified True Copy of the court order cancelling the resolution.

The procedures are as follows:

• 1. A board resolution proposing the conversion of the company from being a company limited by shares to unlimited.
• 2. Convening of a general meeting of the company wherein the prescribed form of assent to the company being registered as unlimited will be subscribed by or on behalf of the members of the company.
• 3. An application to the Corporate Affairs Commission using Form CAC 4 authorized by a director, Secretary or any appropriate officer of the company. to the application will be attached the following documents:
• a. The prescribed form of assent to the company being re-registered as an unlimited company which has been authenticated by or on behalf of all the members of the company, who are to ensure that the company has not been previously been re-registered as unlimited.
• b. A copy of the memorandum and articles of association of the company as proposed to be amended.
• 4. A statement of compliance is made to the Corporate Affairs Commission specifying that the requirements of the Acts as to re-reregistration as unlimited company have been complied with. The statement shall contain a statement by the directors of the company as follows:
• a. That the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company.
• b. If any of the members of company has not authenticated that form himself, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so.
• 5. The Corporate Affairs Commission will issue a new certificate of incorporation altered to meet the circumstance of the company where it accepts the statement of compliance as sufficient evidence that the company is entitled to be re-registered.

The following are the steps for the voluntary change of name of a company:

• a. The Board of Directors pass a resolution authorizing the change of name.
• b. Search for availability and reservation of name is made. Section 31 (1) (2) CAMA, 2020.
• c. A general meeting is convened with the secretary sending out notices of the meeting.
• d. A special resolution for the alteration of the name of the company in line with its new status is passed at the general meeting.
• e. The following documents are to be delivered to the Corporate Affairs Commission:
• a. Notice of the special resolution.
• b. Application to the Corporate Affairs using Form CAC 4 signed by the director and secretary or any other authorized officer of the company.
• c. Original certificate of incorporation.
• d. The memorandum and articles of association of the company as proposed to be amended.

Steps to be taken by a company after the change of is name:

• a. Alter the seal of the company where the articles of association of the company provide for the use of seal, as well as certificates and letterheads.
• b. Effect the alteration in the memorandum and articles of association after the new name has been approved by the Corporate Affairs Commission.
• c. Advertise the change of name in daily newspapers circulating nationwide.
• d. Advertise the change of name in the official gazette of the Federation.

The required documents for the change of company name are:

• a. Availability search and reservation of new name.
• b. Notice of change of name of a company which is Form CAC 3 to be authorized by a director, secretary or any other appropriate officer of the company.
• c. Special resolution stating the change desired, duly signed by the directors of the company.
• d. Surrender of the original certificate of incorporation for cancellation.
• e. Payment of filing fees.
• f. Up to date annual returns.
• g. The company’s memorandum and articles proposed to be amended.

The steps to alter the object clause of a company are as follows:

• a. The Board of Directors pass a resolution proposing the alteration whether it is in whole or in part in the object of the company.
• b. The secretary issues a notice of general meeting. 21 days’ notice is to be given to all members of the company and debenture holders secured by floating charge.
• c. The company holds a general meeting and a special resolution is passed for the alteration of the objects of the company as contained in the memorandum of association of the company.
• d. After the special resolution is passed, 28 days is allowed for any objection and application to court for cancellation of the special resolution by minority members and holders of debentures secured by floating charge.
• e. The company must deliver a copy of the resolution to the Corporate Affairs Commission within 15 days after the special resolution is passed.
• f. Where the Corporate Affairs Commission approves the resolution, the company must deliver to the Corporate Affairs Commission, a copy of the altered memorandum.
• g. Where the Corporate Affairs Commission disapproves the resolution, it must notify the company of its decision, and the aggrieved persons can appeal to the Federal High Court within 21 days from the day the company received the notice, or any extension of time as may be allowed by the court.
• h. Where the appeal succeeds, the company within 15 days of the court order will deliver to the Corporate Affairs Commission the following documents:
• 1. The special resolution passed.
• 2. The altered memorandum and articles of association
• 3. The Certified True Copy of the court order.
• i. Where the application to cancel the resolution was made by aggrieved minority members or debenture holders secured by a floating charge, within 28 days of the passing of the resolution, the company notifies the Corporate Affairs Commission.
• j. Where the court confirms the alteration, the company sends the Certified True Copy of the court order and printed copy of the altered memorandum and articles of association to the Corporate Affairs Commission within 15 days.

The procedural steps are as follows:

• a. A special resolution is passed by the directors approving the alterations.
• b. A general meeting of the company is convened with the notice of the meeting incorporating the resolution.
• c. A special resolution is passed, altering the memorandum and articles of association.
• d. The company delivers to the Corporate Affairs Commission a printed company of the resolution and a printed copy of the memorandum and articles of association as proposed to be amended.

The steps a company must follow to increase its share capital is as follows:

• a. The Board of Directors pass a resolution that the share capital be increased and authorize the secretary to take necessary steps to effect the increase.
• b. A general meeting is convened where an ordinary or special resolution increasing the share capital is passed.
• c. A printed copy of the notice of increase, Statement of Increase, duly stamped and a copy of the resolution is prepared and delivered to the Corporate Affairs Commission within 15 days of the passing of the resolution authorizing the increase.
• d. The company must ensure that within 6 months of giving notice of the increase that not less than 25 percent of the share capital including the increase has been paid up. Section 128 CAMA, 2020.
• e. A statutory declaration verifying that not less than 25 percent of the share capital including the increase has been paid up must be delivered to the Corporate Affairs Commission by the directors of the company.
• f. The company obtains the certificate of increase issued by the Corporate Affairs Commission.
• g. Annex a copy of each of the resolutions and certificate of increase to the memorandum of association as proposed to be altered.

The procedure is as follows:

• a. The Board of Directors meet to resolve that the share capital be reduced.
• b. A scheme of reduction is prepared.
• c. A general meeting is convened with the notice of meeting accompanied by an explanatory circular and the scheme of reduction.
• d. A special resolution reducing the share capital and approving the scheme of reduction is passed at the general meeting.
• e. The company may apply to the court for an order confirming the reduction and approving the scheme of direction.
• f. Where the court is satisfied that the requisite conditions for granting the order has been fulfilled, it will confirm the reduction.
• g. The company must deliver to the Corporate Affairs Commission, a copy of the special resolution, the order of court confirming the reduction of the company’s share capital and an extract of the minutes of the company’s meeting, showing the share capital as altered by the order and obtain a certificate from the Corporate Affairs Commission.
• h. On the registration of the order and minutes, the resolution for reducing share capital as confirmed by the order registered takes effect.
• i. The minutes when registered, is deemed substituted for the corresponding part of the company’s memorandum and valid as if it had been originally contained in it.

Uses of corporate search is include the following:

• a. A corporate search is used to confirm whether a company is duly incorporated.
• b. It is used in determining whether a company is operating in compliance with the law.
• c. It is used to verify entries made by applicants, who wish to open an account for a corporate organization.
• d. A corporate search can be used in knowing priority in registration of two companies using identical name.
• e. It is used to determine whether or not to grant credit facility to a company - the borrowing capacity of the company.
• f. For conducting due diligence/legal audit - determining if there has been compliance with the laid down rules.

The procedure is as follows:

• a. Obtain the prescribed form for search from the Corporate Affairs Commission and Certified True Copy or formally apply to the Corporate Affairs Commission for search.
• b. Payment of search and certified true copy prescribed fees.
• c. Evidence of filing annual returns up to date is required to obtain Certified True Copy.
• d. Conduct the search and obtain Certified True Copy of relevant documents.
• e. Preparation of search report and attach the Certified True Copy of the relevant documents.

The documents to be attached are:

• a. Receipt of payment of search fee.
• b. Receipt for payment of the Certified True Copies of the documents so requested.
• c. Evidence of filing of annual returns of the company for the current year.

The contents of a search report include the following:

• a. Date of search.
• b. Place of search.
• c. Name of the company.
• d. Company number.
• e. Registered office address of the company.
• f. Date of Incorporation
• g. Business/ objects of the company.
• h. Borrowing powers.
• i. Share capital.
• j. Shareholders.
• k. Shareholding.
• l. Directors.
• m. Company secretary.
• n. Any change in the registered particulars of the company.
• o. Encumbrances
• p. Filing of annual returns.
• q. Remarks if any.
• r. Name and signature of the legal practitioner who conducted the search.

The documents required are:

• a. Certified True Copy of Memorandum and Articles.
• b. Particulars of Directors.
• c. Particulars of charges and debentures.
• d. Certified True Copy of statement of authorized share capital and return of Allotment.
• e. Details of the change of Name, if any.

The appropriate authority to issue certified true copies of company's documents is the Corporate Affairs Commission and not the High Court Registry or Notary Public. Witt Busch Ltd v. Goodwill & Trust Investments Ltd.