A Board Resolution For Subscription of Shares is a crucial corporate document required under Nigerian law whenever a company intends to issue new shares to existing or new shareholders. This document is mandated by the Companies and Allied Matters Act (CAMA) 2020 and must be filed with the Corporate Affairs Commission (CAC). It is typically used during capital raising exercises, employee share schemes, or when bringing in new investors. The resolution must contain specific details about the share issuance, including the number and class of shares, price, payment terms, and subscriber information. It serves multiple purposes: providing corporate authorization for the share issuance, creating a formal record of the board's decision, and forming part of the company's statutory records.
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1. Meeting Details: Date, time, venue of the board meeting, and confirmation of quorum
2. Attendance: List of directors present and absent, chairman of the meeting, and any other attendees
3. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
4. Background: Context for the share subscription, including current share capital structure and reason for new issuance
5. Consideration of Share Subscription: Details of the proposed share subscription including number of shares, price per share, and total consideration
6. Main Resolutions: Formal resolutions approving the share subscription, share price, and allocation
7. Authorization: Empowerment of specific officers to execute necessary documents and file returns
8. Closing: Certification of the resolution and signatures of relevant officers
1. Pre-emptive Rights Waiver: Required if existing shareholders' pre-emptive rights need to be addressed
2. Foreign Investment Provisions: Required if shares are being subscribed by foreign investors
3. Special Rights: Required if the new shares carry any special rights or restrictions
4. Regulatory Compliance: Required if specific regulatory approvals or conditions need to be documented
5. Payment Terms: Required if payment for shares is not immediate or involves special arrangements
1. Share Subscription Details: Detailed breakdown of share numbers, classes, prices, and subscribers
2. Subscriber Information: Complete details of the subscribers including KYC documentation requirements
3. Current Shareholding Structure: Pre and post-subscription shareholding structure
4. Form CAC: Draft CAC forms required for filing the share allotment
5. Director Attendance Register: Signed register of directors present at the meeting
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Energy
Healthcare
Telecommunications
Agriculture
Mining
Retail
Construction
Professional Services
Education
Transportation
Media and Entertainment
Relevant Teams
Legal
Corporate Secretarial
Finance
Compliance
Corporate Affairs
Board of Directors
Executive Management
Investment Relations
Risk Management
Relevant Roles
Company Secretary
Legal Counsel
Corporate Lawyer
Board Director
Chief Executive Officer
Chief Financial Officer
Compliance Officer
Corporate Governance Officer
Investment Manager
Legal Director
Managing Director
Board Chairman
Finance Director
Corporate Affairs Manager
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