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Board Resolution Removing Officer for Nigeria

Board Resolution Removing Officer Template for Nigeria

A formal board resolution document governed by Nigerian law, specifically the Companies and Allied Matters Act (CAMA) 2020, that officially records the board of directors' decision to remove an officer from their position within the company. The document includes essential details such as the meeting particulars, attendance records, the specific resolution for removal, effective date, and necessary authorizations for regulatory filings. It serves as an official record for corporate governance purposes and provides the basis for updating the company's records with the Corporate Affairs Commission (CAC).

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Board Resolution Removing Officer

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What is a Board Resolution Removing Officer?

A Board Resolution Removing Officer is a crucial corporate governance document used when a company's board of directors decides to remove an officer from their position. Under Nigerian law, particularly CAMA 2020, such resolutions must meet specific legal requirements and format guidelines. The document is typically required when there are changes in company leadership, restructuring, or when an officer needs to be removed due to performance, misconduct, or strategic reorganization. It must include specific details about the board meeting, the decision-making process, and authorizations for regulatory filings with the Corporate Affairs Commission. The resolution serves multiple purposes: it formally documents the board's decision, provides legal protection for the company, enables regulatory compliance, and facilitates the smooth transition of responsibilities. This document type is particularly important in the Nigerian corporate environment where proper documentation of officer removal is essential for maintaining good corporate governance and regulatory compliance.

What sections should be included in a Board Resolution Removing Officer?

1. Title and Company Details: Full legal name of the company, registration number, and date of the resolution

2. Meeting Details: Date, time, location of the board meeting, and confirmation of proper notice given

3. Attendance and Quorum: List of directors present, confirmation of quorum as per Articles of Association

4. Chairperson: Identity of the meeting's chairperson and confirmation of their authority

5. Background: Brief context about the officer's position and reason for removal (keeping it professional and factual)

6. Resolution: Formal statement of the board's decision to remove the officer, citing relevant authority under CAMA and Articles

7. Effective Date: Specification of when the removal takes effect

8. Authorization: Authority given to specific individuals to file necessary documents with CAC and take required actions

9. Certification: Statement certifying the resolution as true and approved by the board, with signature requirements

What sections are optional to include in a Board Resolution Removing Officer?

1. Transitional Arrangements: Used when specific handover procedures or interim arrangements need to be documented

2. Compensation and Benefits: Include when there are specific terms regarding final compensation or benefits to be documented

3. Non-Disclosure and Confidentiality: Added when specific confidentiality obligations need to be reinforced

4. Return of Company Property: Used when there are specific company assets or documents to be returned

5. Legal Reservations: Include when the company needs to reserve its legal rights regarding the officer's conduct

What schedules should be included in a Board Resolution Removing Officer?

1. Officer Details: Schedule containing full details of the officer being removed, including position and appointment date

2. Handover Requirements: List of specific documents, responsibilities, and assets to be handed over

3. Filing Requirements: Checklist of documents to be filed with CAC and other regulatory bodies

4. Board Meeting Minutes Extract: Relevant extract from the board meeting minutes relating to the removal decision

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions




















Clauses




















Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Energy

Telecommunications

Real Estate

Consumer Goods

Professional Services

Agriculture

Mining

Construction

Education

Transportation

Retail

Relevant Teams

Legal

Corporate Secretariat

Board Administration

Compliance

Human Resources

Corporate Governance

Risk Management

Internal Audit

Corporate Affairs

Executive Office

Relevant Roles

Chief Executive Officer

Managing Director

Executive Director

Chief Financial Officer

Chief Operating Officer

Company Secretary

Board Chairman

Non-Executive Director

Chief Legal Officer

Corporate Governance Officer

Compliance Officer

Human Resources Director

Risk Management Officer

Internal Auditor

Corporate Affairs Manager

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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