A Board Resolution For Increase In Authorised Share Capital is a crucial corporate document required when a Nigerian company needs to expand its capital base. This resolution is mandated by the Companies and Allied Matters Act (CAMA) 2020 and must be filed with the Corporate Affairs Commission (CAC). Companies typically need this document when they plan to raise additional capital, expand operations, or prepare for new investments. The resolution must include specific details about the current share capital, the proposed increase, and proper authorizations. It serves as the foundation for updating the company's constitutional documents and is often required by investors, banks, and regulatory authorities as evidence of proper corporate authorization for the share capital increase.
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1. Title and Company Details: Full legal name of the company, registration number, and registered address
2. Meeting Details: Date, time, venue of the board meeting, and details of directors present
3. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
4. Chairman: Appointment/confirmation of the meeting's chairman
5. Current Share Capital: Statement of the company's existing authorized share capital structure
6. Proposed Increase: Details of the proposed increase in authorized share capital
7. Board's Consideration: Discussion points and reasons for the proposed increase
8. Resolution: The formal resolution for increasing the authorized share capital
9. Implementation Authority: Authorization for officers to execute necessary documents and file with CAC
10. Closure: Formal closing of the meeting and chairman's signature
1. Foreign Investment Considerations: Required when the share capital increase involves foreign investors or currency considerations
2. Share Class Modifications: Included when the increase involves creation or modification of different share classes
3. Shareholders' Pre-emptive Rights: Required when addressing existing shareholders' rights in relation to the new shares
4. Regulatory Compliance Statement: Added when specific regulatory approvals are required (e.g., for regulated industries)
5. Future Allotment Plans: Included when the board wishes to document intended use of the increased share capital
1. Schedule 1 - Share Capital Structure: Detailed breakdown of current and proposed share capital structure
2. Schedule 2 - Directors' Attendance: List of directors present and absent, with their respective positions
3. Schedule 3 - Supporting Documents: List of relevant supporting documents (e.g., financial statements, valuation reports)
4. Appendix A - CAC Forms: Copies of relevant CAC forms required for filing the increase
5. Appendix B - Notice of Meeting: Copy of the notice of board meeting
Is a Board Resolution for Increase in Authorised Share Capital legally binding in Nigeria?
Yes, a properly executed Board Resolution for Increase in Authorised Share Capital is legally binding in Nigeria under the Companies and Allied Matters Act (CAMA) 2020. The resolution becomes effective once passed by the board of directors and must be registered with the Corporate Affairs Commission (CAC) to complete the share capital increase process. It serves as statutory evidence of the company's formal decision to expand its capital base.
Do I need a lawyer to prepare a Board Resolution for share capital increase in Nigeria?
While not legally mandatory, it's highly recommended to engage a qualified Nigerian corporate lawyer to prepare your Board Resolution for share capital increase. The document must comply with specific provisions under CAMA 2020 and CAC filing requirements. A lawyer ensures proper drafting, adherence to statutory formalities, and helps avoid costly delays or rejections during the CAC registration process.
How long does it take to create a Board Resolution for Increase in Authorised Share Capital?
Creating the Board Resolution typically takes 1-3 business days with proper documentation and legal assistance. However, the complete process including board approval, shareholder consent (if required), and CAC registration can take 2-4 weeks. The timeline depends on the complexity of the capital structure change and the efficiency of CAC processing at the time of filing.
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