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Written Resolution In Lieu Of Annual General Meeting Template for Nigeria

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Key Requirements PROMPT example:

Written Resolution In Lieu Of Annual General Meeting

"I need a Written Resolution in Lieu of Annual General Meeting for my Nigerian private company to approve the 2024 financial statements and reappoint our current auditors, with the resolution to be effective from March 15, 2025."

Document background
The Written Resolution In Lieu Of Annual General Meeting is a crucial corporate governance tool provided for under Nigerian company law, specifically the Companies and Allied Matters Act (CAMA) 2020. This document type is particularly valuable when companies need to efficiently obtain shareholder approval for matters typically addressed at an AGM without the logistical challenges of organizing a physical meeting. It can be used when all shareholders are in agreement and can sign the resolution, making it especially useful for private companies, subsidiaries of multinational corporations, or companies with a concentrated shareholder base. The document must cover all statutory business typically conducted at an AGM, including approval of financial statements, director appointments, auditor appointments, and any special business requiring shareholder approval. The resolution must be properly filed with the Corporate Affairs Commission (CAC) within the stipulated timeframe to maintain legal compliance.
Suggested Sections

1. Company Details: Full legal name of the company, registration number, and registered address

2. Legal Basis: Reference to relevant sections of CAMA 2020 permitting written resolutions in lieu of AGM

3. Date: The effective date of the written resolution

4. Confirmation of Notice: Confirmation that proper notice has been given or waived as per CAMA requirements

5. Ordinary Business Resolutions: Standard AGM resolutions including approval of financial statements, dividend declaration, director appointments/reappointments, and auditor appointments

6. Special Business Resolutions: Any special resolutions requiring shareholder approval

7. Declaration of Quorum: Confirmation that sufficient shareholders have participated to meet quorum requirements

8. Signatures: Space for shareholder signatures or electronic approval indicators

Optional Sections

1. Dividend Declaration: Include when dividends are to be declared for the financial year

2. Director Remuneration: Include when changes to director remuneration are being approved

3. Constitutional Amendments: Include when any amendments to the company's constitution are being made

4. Share Capital Changes: Include when any changes to share capital structure are being approved

5. Corporate Actions: Include when specific corporate actions requiring shareholder approval are being authorized

Suggested Schedules

1. Schedule 1 - Financial Statements: Audited financial statements for the year under review

2. Schedule 2 - Director's Report: Annual report from the board of directors

3. Schedule 3 - Auditor's Report: Independent auditor's report on the financial statements

4. Schedule 4 - List of Shareholders: Complete list of shareholders and their respective shareholdings

5. Schedule 5 - Proxy Forms: If applicable, forms appointing proxies for signature purposes

6. Appendix A - Supporting Documents: Any additional documents referenced in the resolutions

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



























Clauses


















Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Energy

Healthcare

Retail

Telecommunications

Agriculture

Construction

Mining

Professional Services

Transportation

Education

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Compliance

Executive Management

Board of Directors

Corporate Affairs

Regulatory Affairs

Corporate Governance

Finance

Risk Management

Relevant Roles

Company Secretary

Legal Counsel

Corporate Governance Officer

Chief Executive Officer

Chief Financial Officer

Board Director

Compliance Officer

Legal Director

Corporate Services Manager

Regulatory Affairs Manager

General Counsel

Board Chairman

Managing Director

Corporate Legal Administrator

Governance Risk and Compliance 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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