We began a discuss on the compliance requirements for the meetings and proceedings of going concern Companies in our last edition of the digest (if you missed it, please see the link to the digest HERE).
We will, further, be treating some other requirements of the Companies and Allied Matters Act, 2020 (CAMA) for the conduct of Extraordinary General Meetings and Board Meetings, the length of notice, persons entitled to receive notice of Meetings, and the quorum required for the conduct of the Meetings.
1. Extraordinary General Meetings
– The Board of Directors are empowered by section 239 of CAMA to convene Extraordinary General Meetings under two circumstances:
- as and when the Directors deem such Meeting necessary.
- as such Meeting may be requisitioned by any Member or Members of the Company who hold not less than one-tenth of the paid-up capital of the Company, which carry the voting right, as of the date of the requisition (or Members of the Company representing not less than one-tenth of the total voting rights of all the members having at the said date a right to vote at General Meetings of the Company, in the case of Companies without share capital).
The requisition for the Meeting is required to state the objects of the Meeting and be signed by the requisitionists and deposited at the registered office of the Company. The Directors have an obligation to convene the Meeting within 21 days from the date of the deposit of the requisition. Otherwise, the requisitionists may convene the Meeting themselves within three months from the date of the requisition.
2. Board Meetings
– In accordance with section 289 (1) of CAMA, the first Board Meeting of a Company is required to be held not later than six (6) months after the incorporation of the Company, following which the Directors may meet at any time and regulate their meetings as they think fit.
Board Meetings are not required to be held in Nigeria.
A written notice of a Board Meeting is to be given within 14 days before the date of the Meeting to every Director who is not disqualified from continuing acting as a Director of the Company, unless otherwise provided in the Articles of Association. Failure to give notice accordingly invalidates the Meeting.
The prescribed quorum necessary for the transaction of the business of the Board Meeting is two Directors, where there are not more than six Directors. Where there are more than six Directors, the quorum is one-third of the number of Directors of the Company. Where the number of Directors is not a multiple of three, then the quorum is one third.
3. Quorum for General Meetings
– The quorum for a General Meeting is one-third of the total number of members or twenty-five (whichever is less) present in person or by proxy. But where the number is not a multiple of three (3), then the number nearest to one-third will be the quorum. Where the members are 6 (six) members or less than six (6), the quorum shall be two (2) members.
4. Length of Notice of General Meetings
– CAMA requires the notice for all types of General Meetings to be sent out not less than 21days before the date of such General Meeting. A General Meeting of a Company may, however, be duly called by a shorter notice if it is agreed as follows:
- For Annual General Meetings – agreed by all the members entitled to attend and vote at the meeting.
- For other General Meetings – agreed by a majority in number of the members having a right to attend and vote at the meeting and holding at least 95% in nominal value of the shares that give a right to attend and vote at the meeting.
- For Companies without share capital – agreed by a majority in number of the members together representing at least 95% of the total voting rights at the meeting of all the members.
5. Persons Entitled to Receive Notice
– The following persons are entitled to receive notice of a General Meeting of a Company, to the exclusion of every other person or entity:
- every member (shareholder).
- every person upon whom the ownership of a share devolves by reason of his being a legal representative, receiver, or a trustee in bankruptcy of a member.
- every Director of the Company.
- every Auditor for the time being of the Company.
- the Company Secretary.
- the Corporate Affairs Commission, in the case of Public Companies.
It should be noted that failure to give Notice of any Meeting to a person entitled to receive it invalidates the Meeting, unless such failure is shown to be an accidental omission on the part of the person who circulated the Notice.
6. Additional Notice by Public Companies
– Public Companies are required to advertise a Notice of any General Meeting in a minimum of two daily newspapers, at least 21 days before such Meeting. This is in addition to the Notice required to be sent to those entitled to receive it.
7. Service of Notice –
Notice may be circulated by the Company to the persons entitled to receive notice by post, by electronic mail or through delivery to their registered address or the address supplied by them to the Company for the service of notice.
For further discussion and assistance with filing any of your organization’s returns, as well as providing you with Board Evaluation and Nominee services, please contact us at firstname.lastname@example.org or any member of our team below: