________
________
________
The Board of Directors
________
(RC No. ________)
________
Dear Sirs/Madam,
RE: NOTICE OF RESIGNATION AS COMPANY SECRETARY
I, ________, of ________, write to formally notify the Board of Directors (the “Board”) of ________ (the “Company”) of my resignation as Company Secretary, in the manner and on the terms set out below.
§ 1. Resignation
1.1. I hereby resign from the office of Company Secretary (and, where applicable, Compliance Officer) of the Company, which office I have held since ________, with effect from the close of business on ________ (the “Effective Date”).
1.2. This notice is given in accordance with Section 333 of the Companies and Allied Matters Act, 2020 (the “Act”), the Articles of Association of the Company, and the terms of my appointment dated ________.
1.3. I confirm that the notice period required under the terms of my appointment and the Articles of Association of the Company is ________, and that this notice is given in satisfaction thereof.
§ 2. Statutory Filings
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2.2. The Company shall procure the appointment of a successor Company Secretary in compliance with Sections 330 to 332 of the Act, where the Company is required to appoint a secretary.
§ 3. Handover of Records and Property
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3.2. I shall provide reasonable assistance to ensure a smooth and orderly handover and transition of my duties to my successor or such other person as the Board may designate.
§ 4. Confidentiality and Data Protection
4.1. I confirm that I shall continue to keep confidential all confidential information and trade secrets of the Company that came to my knowledge in the course of my office, and shall not disclose or use the same save as required by law.
4.2. I shall comply with my continuing obligations under the Nigeria Data Protection Act, 2023 in relation to any personal data processed by me in the course of my office, and shall return or securely dispose of any such data in my custody as directed by the Company.
§ 5. Outstanding Entitlements and Indemnity
5.1. I request that the Company settle all outstanding fees, remuneration, reimbursable expenses and other entitlements due to me up to the Effective Date.
5.2. Nothing in this letter shall prejudice or waive any right of indemnity or relief available to me under the Articles of Association of the Company, any deed of indemnity, or Section 305 and other applicable provisions of the Act in respect of acts properly done by me while in office.
§ 6. Confirmation
6.1. I confirm that, as at the date of this letter, I am not aware of any circumstance relating to the affairs of the Company that ought to be brought to the attention of the members or creditors of the Company, save as already disclosed to the Board in writing.
6.2. This letter and any matter arising from it shall be governed by, and construed in accordance with, the laws of the Federal Republic of Nigeria.
I wish the Board and the Company continued success in its future endeavours, and I thank the Board for the opportunity to have served the Company.
Yours faithfully,
___________________
________
(Outgoing Company Secretary)
ACKNOWLEDGED AND RECEIVED ON BEHALF OF THE COMPANY:
Name: ________
Designation: ________
Signature: ___________________
Date: ________