A Board Resolution For Company Closure is a critical corporate document required under Nigerian law when a company decides to cease operations and dissolve. This document is essential for initiating the voluntary winding-up process and must comply with the Companies and Allied Matters Act (CAMA) 2020. It's typically used when a company has achieved its objectives, faces insurmountable challenges, or strategically decides to end operations. The resolution must include specific details about the closure decision, appointment of liquidators, treatment of assets and liabilities, and compliance with regulatory requirements. It serves as the primary authorization document for all subsequent closure actions and is required by various stakeholders, including the Corporate Affairs Commission, tax authorities, and other regulatory bodies in Nigeria.
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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, location of the board meeting, and confirmation of quorum
3. Attendance: List of directors present and absent, including chairman identification
4. Confirmation of Notice: Statement confirming proper notice was given or waived
5. Background: Reasons for company closure and confirmation that directors have reviewed relevant information
6. Declarations: Directors' declarations regarding solvency and conflicts of interest
7. Primary Resolution: Formal resolution to close the company and commence winding-up proceedings
8. Implementation Steps: Specific actions to be taken to effect the closure
9. Appointment of Liquidator: Resolution to appoint a liquidator and their powers
10. Authorization: Empowerment of specific individuals to execute closure-related documents
11. Certification: Signature section for chairman/company secretary to certify the resolution
1. Special Regulatory Compliance: Required for regulated industries like banking or insurance
2. Asset Disposal Plan: Needed when company has significant assets requiring specific disposal instructions
3. Employee Settlement Plan: Required when company has employees and needs to document termination arrangements
4. Shareholder Distribution: Required for companies with complex shareholding structures
5. Foreign Investment Considerations: Required for companies with foreign investments or subsidiaries
6. Environmental Compliance: Needed for companies with environmental liabilities or obligations
1. Schedule A - List of Assets: Comprehensive inventory of company assets and their proposed disposition
2. Schedule B - Creditor List: List of all creditors and amounts owed
3. Schedule C - Employee Information: Details of employees and their entitlements
4. Schedule D - Outstanding Contracts: List of contracts requiring termination or assignment
5. Schedule E - Regulatory Permits: List of permits and licenses to be surrendered or transferred
6. Appendix 1 - Solvency Statement: Detailed statement of company's financial position
7. Appendix 2 - Board Meeting Minutes: Full minutes of the board meeting where closure was discussed
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Technology
Financial Services
Construction
Healthcare
Education
Hospitality
Energy
Transportation
Agriculture
Mining
Real Estate
Professional Services
Telecommunications
Relevant Teams
Legal
Finance
Board of Directors
Corporate Secretariat
Compliance
Human Resources
Operations
Risk Management
Corporate Communications
Internal Audit
Relevant Roles
Chief Executive Officer
Managing Director
Board Chairman
Company Secretary
Chief Financial Officer
Legal Counsel
Board Director
Chief Operations Officer
Compliance Officer
Corporate Governance Officer
Risk Manager
Finance Director
Human Resources Director
Liquidator
External Auditor
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