A Board Resolution For Increase In Authorised Share Capital is a crucial corporate document required when a Nigerian company needs to expand its capital base. This resolution is mandated by the Companies and Allied Matters Act (CAMA) 2020 and must be filed with the Corporate Affairs Commission (CAC). Companies typically need this document when they plan to raise additional capital, expand operations, or prepare for new investments. The resolution must include specific details about the current share capital, the proposed increase, and proper authorizations. It serves as the foundation for updating the company's constitutional documents and is often required by investors, banks, and regulatory authorities as evidence of proper corporate authorization for the share capital increase.
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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, venue of the board meeting, and details of directors present
3. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
4. Chairman: Appointment/confirmation of the meeting's chairman
5. Current Share Capital: Statement of the company's existing authorized share capital structure
6. Proposed Increase: Details of the proposed increase in authorized share capital
7. Board's Consideration: Discussion points and reasons for the proposed increase
8. Resolution: The formal resolution for increasing the authorized share capital
9. Implementation Authority: Authorization for officers to execute necessary documents and file with CAC
10. Closure: Formal closing of the meeting and chairman's signature
1. Foreign Investment Considerations: Required when the share capital increase involves foreign investors or currency considerations
2. Share Class Modifications: Included when the increase involves creation or modification of different share classes
3. Shareholders' Pre-emptive Rights: Required when addressing existing shareholders' rights in relation to the new shares
4. Regulatory Compliance Statement: Added when specific regulatory approvals are required (e.g., for regulated industries)
5. Future Allotment Plans: Included when the board wishes to document intended use of the increased share capital
1. Schedule 1 - Share Capital Structure: Detailed breakdown of current and proposed share capital structure
2. Schedule 2 - Directors' Attendance: List of directors present and absent, with their respective positions
3. Schedule 3 - Supporting Documents: List of relevant supporting documents (e.g., financial statements, valuation reports)
4. Appendix A - CAC Forms: Copies of relevant CAC forms required for filing the increase
5. Appendix B - Notice of Meeting: Copy of the notice of board meeting
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Energy and Natural Resources
Healthcare
Retail and Consumer Goods
Transportation and Logistics
Agriculture
Telecommunications
Construction
Professional Services
Education
Mining
Entertainment and Media
Relevant Teams
Legal
Corporate Secretariat
Finance
Compliance
Corporate Governance
Risk Management
Executive Leadership
Board Secretariat
Corporate Affairs
Investor Relations
Relevant Roles
Chief Executive Officer
Company Secretary
Corporate Counsel
Legal Director
Chief Financial Officer
Board Chairman
Board Director
Corporate Governance Officer
Compliance Officer
Finance Manager
Legal Manager
Corporate Services Manager
Investment Relations Officer
Risk Management Officer
Executive Director
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