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Unanimous Resolution Of Shareholders Template for Nigeria

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Key Requirements PROMPT example:

Unanimous Resolution Of Shareholders

"I need a Unanimous Resolution of Shareholders for my Nigerian private company to approve an increase in share capital from 1 million to 5 million Naira and authorize the board to issue new shares by March 2025."

Document background
A Unanimous Resolution of Shareholders is a fundamental corporate governance tool used in Nigerian business practice, regulated under the Companies and Allied Matters Act (CAMA) 2020. This document type is employed when all shareholders of a company need to formally approve specific corporate actions without holding a physical general meeting. It's particularly useful for companies with a manageable number of shareholders where obtaining unanimous consent is practical. The resolution must be signed by all shareholders holding voting rights and can cover various corporate actions such as share transfers, constitutional amendments, major business decisions, or appointment of officers. This document type is crucial for maintaining proper corporate records and ensuring compliance with Nigerian company law requirements. The unanimous nature of these resolutions makes them especially valuable for smaller private companies or those with good shareholder relationships, though they can be used by any company size where 100% shareholder agreement can be achieved.
Suggested Sections

1. Title and Company Details: Specifies document type as Unanimous Written Resolution, company name, registration number, and registered office address

2. Date: The date on which the resolution is passed

3. Present Shareholders: List of all shareholders with their shareholding details, confirming 100% representation

4. Confirmation of Notice: Statement confirming proper notice or waiver of notice requirements

5. Quorum and Capacity: Confirmation that all shareholders are present/participating and capable of forming 100% voting rights

6. Resolutions: Clear statement of each resolution being passed, numbered or lettered for reference

7. Declaration and Effectiveness: Statement declaring the resolutions have been unanimously passed and when they take effect

8. Signature Block: Space for all shareholders to sign, including names, number of shares held, and date

Optional Sections

1. Recitals/Background: Include when context is needed to understand the reasons for the resolutions

2. Corporate Representative Authorization: Required when any shareholder is a corporate entity acting through an authorized representative

3. Ratification of Prior Acts: Include when the resolution needs to formally approve previous actions

4. Conditional Clauses: Include when the effectiveness of resolutions depends on certain conditions being met

5. Director's Authorization: Include when specific directors need authorization to execute documents or take actions based on the resolutions

Suggested Schedules

1. Share Ownership Schedule: Detailed breakdown of shareholding pattern if referenced in the resolution

2. Referenced Documents: Copies of any documents specifically referenced in and crucial to the resolutions

3. New Constitutional Documents: If the resolution involves adopting new articles or memorandum of association

4. Financial Statements: If the resolution involves approval of accounts or financial matters

5. Transaction Documents: If the resolution approves specific transactions, relevant agreement drafts or term sheets

Authors

Alex Denne

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

Relevant legal definitions

























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Relevant Industries

Financial Services

Manufacturing

Oil and Gas

Technology

Real Estate

Telecommunications

Healthcare

Retail

Agriculture

Construction

Mining

Professional Services

Education

Transportation

Energy

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Services

Executive Leadership

Corporate Affairs

Risk Management

Shareholder Relations

Investment Relations

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Governance Officer

Compliance Officer

Board Director

Chairman

Chief Financial Officer

Legal Director

Corporate Affairs Manager

Shareholder Relations Manager

Investment Relations Officer

Risk Manager

General Counsel

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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