The Amended Certificate of Incorporation is a crucial document in Nigerian corporate law that becomes necessary when a registered company needs to modify its fundamental characteristics or structure. This certificate is issued by the Corporate Affairs Commission (CAC) under the authority of the Companies and Allied Matters Act (CAMA) 2020 when a company successfully applies for and receives approval to change details such as its name, registered address, share capital structure, or business objectives. The document serves as official evidence of the approved changes and includes both the original and amended information, ensuring a clear record of the company's evolution. It's required for regulatory compliance and is often needed for various business operations, including opening bank accounts, entering into contracts, or dealing with government agencies after such changes have been made.
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1. Certificate Number: The original certificate of incorporation number issued by CAC
2. Company Registration Details: Basic information including company name, registration number, and date of incorporation
3. Type of Company: Specification of company type (private limited, public limited, company limited by guarantee, etc.)
4. Amendment Declaration: Formal statement declaring that this is an amended certificate of incorporation
5. Nature of Amendment: Clear description of what is being amended from the original certificate
6. Original Information: The information as it appeared in the original certificate
7. Amended Information: The new information that replaces the original
8. Effective Date: The date from which the amendment takes effect
9. Authorization: Details of the resolution or authority under which the amendment is made
10. Certification: Official certification by the Registrar-General of CAC
1. Share Capital Modification: Required when the amendment involves changes to the company's share capital structure
2. Business Objects Modification: Required when changing the company's business objectives
3. Registered Address Change: Required when amending the company's registered address
4. Foreign Investment Details: Required for companies with foreign ownership when such details are being modified
5. Director Information Update: Required when amendments involve changes to director information
6. Company Secretary Details: Required when updating company secretary information
1. Schedule A - Resolution Details: Copy of the special resolution authorizing the amendment
2. Schedule B - Supporting Documents: List and copies of all supporting documents submitted for the amendment
3. Schedule C - Shareholder Information: Updated shareholder information if relevant to the amendment
4. Appendix 1 - CAC Forms: Copies of all relevant CAC forms submitted for the amendment
5. Appendix 2 - Tax Clearance: Current tax clearance certificate if required for the amendment
6. Appendix 3 - Compliance Documents: Additional compliance documents required by CAC or other regulatory bodies
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