How ro remove, appoint company directors in Nigeria.
To start with, One need to know certain basic foundation of companies in Nigeria.
A business becomes a company if it is registered and fully incorporated in accordance with Nigerian laws, the principal law governing the incorporation of company in Nigeria is COMPANY AND ALLIED MATTERS ACT 2020.
in Nigeria the foundational principle and element inherent in a registered company is its separate legal entity, which she enjoys from its directors and shareholders or partners in case of limited liability partnership.
Who is a Director in Nigeria
How to Appoint a Company Director in Nigeria
How to change / Remove Company Director in Nigeria
A Director or Directors are persons duly appointed by the company and obligated with the responsibilities of running the the company’s day-to-day activities,affairs and management.directors are appointed before or after the incorporation of a company.
They are to operate the business of the company for the benefit of the shareholders of the company.
There are two categories of directors, they are first directors and subsequent directors appointed after the incorporation of the company.
in Most occasion the first directors also occupy the position of share holders of the company, there are different names designating a director, in company management you might have a managing director, a managing director referred in abbreviation as the MD Usually is the owner of the company and has the highest number of shares as the shareholder.
THE APPOINTMENT OF FIRST DIRECTORS IN A COMPANY
The promoter of the company during incorporation source for best hands to run the daily management of the company sought to be incorporated. the promoter submits their profile to the shareholders of the company,the shareholders are the owners of the company, the shareholder vets the profile of the would be director,and if found capable and worthy, returns the profile to the promoter of the company for appointment as a director in the company. in this case the company need not conduct annual general meeting before the director is appointed.
APPOINTMENT OF SUBSEQUENT DIRECTORS
The company as a going concern would be faced with the need to have additional directors in the company.
The company in this case will follow a laid down procedure by the S.288(1)CAMA to appoint such person as a director in the company. If the company is properly advised the company will do the following:
Appoint the director at the annual general meeting of the company, the annual general meeting is held once every year ],the company members will decide, who is appointed in a general meeting where a ordinary resolution is passed appointing the person. contact us for a proper drafted ordinary resolution appointing a director.
However in some special circumstance a director may be appointed without the annual general meeting (AGM)
According to section 249 (1), the special circumstances are where there is a Casual Vacancy, i.e. in the Death, Retirement, Resignation or Removal of a director (in-between two annual general meetings), the directos may appoint a new director(s) to fill in such vacancy. But such appointment is subject to the approval by the members of the company at the next annual general meeting and if not approved such director shall cease to hold office as a director in accordance with the sections 249(2).CAMA 2020
HOW TO CHANGE A DIRECTOR IN A COMPANY IN 2023
CHANGE OF DIRECTOR OF A COMPANY
A Directors of a company is a crucial officer of the company who can enter into a legal relationship on behalf of the company, sign contracts on behalf of the company, sell off company assets and execute a lot of administrative and managerial roles in the company .
without them, the smooth and effective management of a company is at stake. with such important role,removing a director might be a huge task.
if however the shareholders of the company does not require the services of such a director again, how to go about removing them is hereby stated below.
Below is the procedure on how shareholders of a company legally and effectively change or remove a director.
The magic is by a a simple resolution at a general meeting in accordance with section 288 of the CAMA 2020. if the procedures are not followed it becomes invalid. the procedure of removing a director in 2020/2021 is quite encompassing, the CAMA encourages fair hearing ,a notice is required to be served to the Outgoing director , the minimum days is twenty days (21 days) before the AGM OR EGM, that is annual general meeting or extra ordinary general meeting.
shareholders in an annual general meeting (“AGM”) or extra-ordinary meeting (“EGM”) will pass a simple resolution to remove the director
it is immaterial the type of company involved, company whether private limited by shares or public limited liability or limited by guarantee or unlimited company to remove any director through ordinary resolution backed by a special notice served accordingly by the secretary after receiving the notice from the shareholders.
The company secretary upon receipt of the special notice sends a copy of the notice to the director concerned who in turn is expected to make representation in writing to the company if he so chooses.
PROCEDURE TO REMOVE A DIRECTOR IN NIGERIA