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Resolution of Board of Directors - Template Form

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What is a Resolution of Board of Directors?

A Resolution of Board of Directors is a ready-to-use legal template for Nigeria. You complete it by answering a few plain-English questions, then download the finished document in Word and PDF.

What does the Resolution of Board of Directors cover?

The Resolution of Board of Directors is organised into sections covering §1. APPOINTMENT OF DIRECTOR, §2. REMOVAL/RESIGNATION OF DIRECTOR, §3. APPOINTMENT OF COMPANY SECRETARY, §4. APPOINTMENT OF AUDITOR, §5. CHANGE OF REGISTERED ADDRESS, so the important points are captured in a clear, consistent structure.

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You can download your completed Resolution of Board of Directors as an editable Microsoft Word (.docx) file and as a PDF.

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Is a Resolution of Board of Directors legally binding?

Once it is properly completed and signed by everyone involved, a Resolution of Board of Directors is generally legally binding in Nigeria, provided it meets the legal requirements that apply to this type of document.

What laws apply to a Resolution of Board of Directors in Nigeria?

A Resolution of Board of Directors should comply with the laws in force in Nigeria. This template is built around the provisions such situations commonly require, but the rules can vary by region and change over time, so check the current requirements for your case.

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Document preview

RESOLUTION

OF THE BOARD OF DIRECTORS

OF

________

(RC No. ________)

(A company incorporated under the Companies and Allied Matters Act 2020)

 

At a duly convened meeting of the Board of Directors of ________ (the “Company”), held at ________ on the ________, at which a quorum was present throughout in accordance with the Articles of Association of the Company and the provisions of the Companies and Allied Matters Act 2020 (“CAMA 2020”), ________ presided as Chairman of the meeting and the following resolutions were duly proposed, considered and passed:

 

§1. APPOINTMENT OF DIRECTOR

1.1. That, pursuant to Section 271 and Section 274 of CAMA 2020 and the Articles of Association of the Company, ________ of ________ be and is hereby appointed a Director of the Company with effect from ________.

1.2. That the appointee, having given his/her written consent to act, satisfies the qualification requirements and is not subject to any disqualification under Sections 281 and 283 of CAMA 2020.

§2. REMOVAL/RESIGNATION OF DIRECTOR

2.1. That ________ be and is hereby removed/ceases to hold office as a Director of the Company with effect from ________, in accordance with Section 288 of CAMA 2020 and the Articles of Association of the Company, subject to compliance with any statutory notice requirements where applicable.

§3. APPOINTMENT OF COMPANY SECRETARY

3.1. That, pursuant to Sections 330 to 333 of CAMA 2020, ________ of ________ be and is hereby appointed Company Secretary of the Company with effect from ________.

§4. APPOINTMENT OF AUDITOR

4.1. That, pursuant to Section 401 of CAMA 2020, ________ of ________, being duly qualified under Section 403 of CAMA 2020, be and is hereby appointed Auditor(s) of the Company to hold office until the conclusion of the next Annual General Meeting.

§5. CHANGE OF REGISTERED ADDRESS

5.1. That, pursuant to Section 31 of CAMA 2020, the registered office address of the Company be and is hereby changed from ________ to ________, and that the requisite notice be filed with the Corporate Affairs Commission (“CAC”).

§6. CHANGE OF NAME

6.1. That, subject to the availability and reservation of the name and the approval of the CAC pursuant to Sections 30 and 31 of CAMA 2020, the name of the Company be and is hereby changed from ________ to ________.

6.2. That the Memorandum and Articles of Association of the Company be and are hereby amended to reflect the change of name from ________ to ________, and that all consequential amendments be effected accordingly.

§7. INCREASE OF SHARE CAPITAL

7.1. That, subject to the approval of the members in general meeting where required and to the provisions of Section 127 of CAMA 2020, the issued share capital of the Company be and is hereby increased from ₦________ (________) to ₦________ (________), divided into ________ ordinary shares of ₦________ each.

§8. TRANSFER OF SHARES

8.1. That, pursuant to Sections 175 to 178 of CAMA 2020 and the Articles of Association of the Company, the transfer of ________ ordinary shares from ________ to ________ be and is hereby approved, and that the instrument of transfer be duly registered and the Register of Members updated accordingly.

§9. ACQUISITION OF EQUITY

9.1. That the Company be and is hereby authorised to acquire equity in ________, on such terms as the Board may approve, subject to all applicable regulatory consents.

9.2. That ________ be and is hereby authorised to represent the Company as a shareholder of ________ and to exercise all voting and other rights attaching thereto on behalf of the Company.

§10. ALLOTMENT OF SHARES

10.1. That, pursuant to Sections 149 to 154 of CAMA 2020 and the Articles of Association of the Company, the Board hereby approves the allotment of ________ ordinary shares of ₦________ each to ________ of ________, fully/partly paid as the case may be, and that the Register of Members be updated and a return of allotment filed with the CAC within the time prescribed by Section 154 of CAMA 2020.

§11. AUTHORITY TO IMPLEMENT

§12. CERTIFICATION

 

DATED THIS ________ DAY OF ________, 20________.

 

 

___________________________
Name: ________
DIRECTOR

 

 

___________________________
Name: ________
DIRECTOR/COMPANY SECRETARY

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