Post Incorporation Matters

Question 1

What is the purpose of the Certificate of Incorporation?

Answer 1

It is a document that confirms the legal existence of a company.

Question 2

When must banks and other financial institutions submit the Statement of Affairs?

Answer 2

The 1st Monday in February and the 1st Tuesday in August every year.

Question 3

What must accompany the Statement of Affairs when filed?

Answer 3

• A copy of the resolution to re-register as a private limited company
• A statement of guarantee if limited by guarantee
• A copy of the proposed amended memorandum and articles
• Evidence of payment of filing fees
• Evidence of payment of annual returns
• A statement of compliance to the CAC

Question 4

What does the CAC issue upon acceptance of the statement of compliance?

Answer 4

A certificate of incorporation altered to meet the circumstances of the company.

Question 5

What is required for the re-registration of a public limited company as an unlimited company?

Answer 5

• Board resolution approving re-registration
• 21-day notice for a general meeting
• Unanimous resolution passed by all members
• Authentication of assent by all members
• Changes in name and memorandum and articles

Question 6

What must the name of a company end with if re-registered as an unlimited company?

Answer 6

ULTD.

Question 7

What must the status clause state when a company is re-registered as an unlimited company?

Answer 7

The company is unlimited.

Question 8

What is the liability clause for a company re-registered as an unlimited company?

Answer 8

The liability of members shall be unlimited.

Question 9

What is the application form used for re-registration of a company?

Answer 9

Form CAC 4.

Question 10

What must be included in the application for re-registration?

Answer 10

• Proposed name on re-registration
• Prescribed form of assent
• Amended memorandum and articles
• Evidence of payment of filing fees
• Evidence of payment of annual returns
• Statement of compliance

Question 11

What is a prohibited re-registration under CAMA?

Answer 11

• A company cannot re-register back to unlimited if it was previously limited
• A private limited company re-registered as unlimited cannot revert to limited
• An unlimited company cannot re-register as a public company
• An unlimited company cannot re-register as a company limited by guarantee

Question 12

What must be altered when a company changes its name?

Answer 12

• Company seal
• Certificates
• Letterheads
• Memorandum and articles of association

Question 13

What are the two types of name alteration?

Answer 13

• Voluntary change of name
• Compulsory change of name

Question 14

What conditions must be met to alter the memorandum of a company?

Answer 14

Changes must be specified by the CAMA.

Question 15

What is the purpose of the Register of Directors Residential Addresses?

Answer 15

To maintain records of the residential addresses of directors.

Question 16

What is required for the Register of Secretaries under CAMA?

Answer 16

It is compulsory for public companies but not for small companies.

Question 17

What must a company do if it fails to display its name and registration number?

Answer 17

It is liable to a penalty for each day of non-compliance.

Question 18

What types of statutory books must a company keep?

Answer 18

• Register of Members
• Register of Directors
• Register of Secretaries
• Accounting Records
• Register of Charges
• Register of Debenture Holders
• Minutes Book

Question 19

What is the consequence of not keeping the statutory books?

Answer 19

The company may face penalties and compliance issues.

Question 20

What is the section of CAMA that regulates the conversion of companies?

Answer 20

Sections 55-75.

Question 21

What reasons may lead a company to convert its legal status?

Answer 21

• Economic reasons
• Legislation and policies
• Survival strategies
• Personal reasons

Question 22

What is required for a company to be re-registered as a public company?

Answer 22

• A special resolution authorizing the re-registration
• Compliance with the requirements of the CAMA

Question 23

What is the first step in the conversion of a company from unlimited to limited?

Answer 23

Board resolution proposing the conversion.

Question 24

What must be done after the general meeting for a company conversion?

Answer 24

Consequential alterations must be made in the memorandum and articles.

Question 25

What is the purpose of the Register of Members?

Answer 25

To keep record of names and particulars of existing and former members as well as shareholdings ## Footnote This register is required for all companies under sections 109, 110, and 112 of CAMA.

Question 26

What is the Index of Members used for?

Answer 26

To keep records of members where they exceed 50 ## Footnote This is mandated for Public Limited Companies (PLC) under section 111 of CAMA.

Question 27

What is the first type of company conversion possible under CAMA?

Answer 27

Re-registration/conversion of a private company as a public company limited by shares ## Footnote This is outlined in section 56 of CAMA.

Question 28

What is the procedural step following the Board Resolution for conversion to a public company?

Answer 28

The Company Secretary issues a 21-day notice of General Meeting (GM) ## Footnote This is the second step in the conversion process.

Question 29

What is required to be filed at the CAC after court confirmation of the resolution?

Answer 29

The following documents: * Application for re-registration - FORM CAC 4 * Court order * Copy of the company’s memorandum and articles as proposed to be altered * Statement of compliance * Evidence of filing fees * Evidence of payment of Annual Returns * Evidence of payment of Stamp Duties * Copy of the Special Resolution * Old certificate for cancellation ## Footnote These documents are necessary to complete the conversion process.

Question 30

What is one of the consequential alterations to be made in the MEMART when a private company converts to a public company?

Answer 30

The name would be changed to PLC ## Footnote This alteration is part of the requirements when converting under section 63 of CAMA.

Question 31

True or False: A company can operate under both a corporate name and a trade name.

Answer 31

True ## Footnote Corporate names are registered with the CAC, while trade names are often more marketable.

Question 32

What is the primary requirement for a company to commence business in Nigeria?

Answer 32

Publication of Name and Keeping of statutory books ## Footnote These are the major preliminary matters imposed by law on every company.

Question 33

Fill in the blank: A company’s share capital can be altered by _______.

Answer 33

Reduction in share capital, Increase in share capital, Alteration under s. 125 CAMA ## Footnote These methods are outlined in section 130 and 128 of CAMA.

Question 34

What does a Corporate Search Report confirm?

Answer 34

Due incorporation/registration of a company with CAC ## Footnote It is essential for compliance verification and opening bank accounts.

Question 35

What must happen if dissenting members apply to court after a special resolution is passed?

Answer 35

The application must be made within 28 days of passing the resolution ## Footnote This is in accordance with sections 51(2) & (3) of CAMA.

Question 36

What is one example of a statutory book that must be kept by a company?

Answer 36

Register of Members ## Footnote This is mandatory for all companies as part of their statutory obligations.

Question 37

What is the time frame for a company to appeal to the FHC after receiving a notice?

Answer 37

21 days from the day the company received the notice or any extension allowed by the Court.

Question 38

What is the time frame allowed for minority members to object to a resolution under CAMA?

Answer 38

28 days for any objection and application to court.

Question 39

What happens if there is no objection within the specified time after passing a resolution?

Answer 39

The company shall deliver a copy of the resolution incorporating the alterations within 15 days after 28 days of the passing of the resolution.

Question 40

What is the first step in increasing share capital by the Board of Directors?

Answer 40

Board of Directors Resolution that the share capital of the company be increased.

Question 41

Who is authorized to take necessary steps to effect the increase in share capital?

Answer 41

The company secretary.

Question 42

What documents must the company secretary prepare and deliver to the CAC within 15 days of the BOD's resolution?

Answer 42

* A printed copy of the Notice of Increase * A Statement of Increase, duly stamped * A copy of the resolution

Question 43

What are the three methods of conducting a Corporate Search under the CAMA?

Answer 43

* Electronic Search * Manual Search * Search of Documents

Question 44

What effect does the registration of the order and minutes have on the resolution for reducing share capital?

Answer 44

It shall take effect as confirmed by the order registered.

Question 45

What must the company deliver to the CAC to obtain a certificate of registration for reduction of share capital?

Answer 45

* Copy of the special resolution * The order of court confirming the reduction * Extract of minutes of the company’s meeting

Question 46

What must the company apply for to confirm the reduction of share capital?

Answer 46

An order confirming the reduction and approving the scheme of reduction.

Question 47

What is required for a reduction in share capital under Sec 131 CAMA?

Answer 47

* Authorization by the articles of association * Special resolution passed by the Members * Confirmation by the court

Question 48

What is the procedure for reducing share capital?

Answer 48

* Meeting of the directors to resolve that the share capital be reduced * Prepare scheme of reduction * Convene general meeting of the company

Question 49

What should accompany the Notice of Meeting for reducing share capital?

Answer 49

An explanatory circular and the scheme of reduction.

Question 50

What must happen at the general meeting regarding the reduction of share capital?

Answer 50

A special resolution for reducing the share capital of the company and approving the scheme of reduction must be passed.

Question 51

What is the time frame for ensuring that at least 25% of the share capital including the increase has been paid?

Answer 51

Within 6 months of giving Notice of the Increase.

Question 52

Fill in the blank: The company will obtain a __________ to be issued by the CAC after increasing share capital.

Answer 52

Certificate of Increase

Question 53

Where must the company have copies of each of the resolutions and certificate of increase annexed?

Answer 53

To the Memorandum of Association, as proposed to be altered.