The Corporate Affairs Commission (CAC) requires companies and NGOs to do a well-prepared board resolution when making post-application filings. In this guide, I will walk you through a sample draft of a company board resolution for CAC filings.
What is a Board Resolution?
A board resolution is an official document that records decisions and conclusions made by a company’s board of directors or an NGO’s board of trustees.
It serves as a legally binding record of the board’s decisions and conclusions and is crucial for maintaining good corporate governance and accountability.
The board resolution also serves as a point of reference and provides a trial of decisions and actions undertaken by the company.
Why a Board Resolution is Required for CAC Filings
Board resolution is very vital in CAC post-filings. It is the core of all post applications, modifications, and without it, most post incorporation filings will not be successful.
Common Uses of Board Resolutions in Nigeria
Board resolution is mostly used for the following applications
For Companies
- Change of company name
- Modification in details of Directors, Shareholders, Secretary, and Chairman
- Change of company address
- Increase in issued share capital
- Share transfer and transmission, allotment
- Change of Director/shareholder
- Opening a corporate account
- Contractual agreement
- Purchases
- Loan applications and grants
For NGO
- Change of NGO Name
- Amendment of the Constitution
- Change of Registered address
- Bank account opening
- Change of Trustees
- Change of Secretary
Draft Company Board Resolution Format for CAC
A standard company or NGO board resolution should have the following
For Companies
- Company Name
- Letterhead and logo (though it is optional)
- RC Number
- Type of meeting (E.g. Annual general meeting, extraordinary meeting, e.t.c)
- Date of meeting
- Address of the company
- Signature of Director(s) and Secretory(s)
- Issues resolved and decisions made
For NGOs
- NGO name
- Registered address
- Trustee members present
- Minutes of previous meeting
- Resolution Title
- Date of Meeting
- Matters discussed
- Resolutions made
- Signatures of Chairman/Secretary
If you need a well-drafted Board resolution of any kind, employ the services of Legacy Benjamin Consult @ 08066108299. We will prepare a well-arranged board resolution that meets your needs.
Common Mistakes to Avoid in CAC Board Resolutions
Below are common mistakes consultants, lawyers, and agents make when drafting board resolutions
- Not using the correct company or NGO information
- Failure to clearly state the purpose of the resolution
- Using old resolutions
- Not attaching the signatures of the authentication persons
- Poor handling of the whole filing process.
Instead of going through all these, why not employ our professional services to get it done?
FAQs On Board Resolution for CAC Filings
Q: Can a company secretary sign a board resolution?
A: Yes. Most big companies employ the services of a secretary, and such a person has the jurisdiction to sign
Q: Is board resolution compulsory for all CAC filings?
A: Yes. Almost every CAC post-filing (Company and NGO) requires a board resolution, except for business names.
Q: How many directors are required to sign a resolution?
A: Just one director is enough. The person signs on behalf of others
Q: Can a board resolution be submitted electronically to CAC?
A: Yes. All filings are done online.
Q: Does a Board resolution expire?
A: Yes. After a prolonged period, it will be necessary to prepare a new board resolution
Q: There is only one person in the company; how can there be a board?
A: The new CAMA 2020 allows just one person to form and register a company. Since a company is a legal person in law, independent of the owner, the owner can enter a board meeting with the company, so both parties can be said to be in a mutual agreement.
Conclusion:
Board resolution is a key requirement for CAC post-application filings. You may meet all other requirements, but if you have a poorly prepared board resolution, your application may be queried.
