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Annual General Meeting Resolution Template for Nigeria

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Key Requirements PROMPT example:

Annual General Meeting Resolution

"I need an Annual General Meeting Resolution for a private manufacturing company in Nigeria, scheduled for March 15, 2025, covering standard matters including financial statement approval, director reappointments, and dividend declaration of 2.5 NGN per share."

Document background
Annual General Meeting Resolutions are fundamental corporate documents required under Nigerian law, specifically the Companies and Allied Matters Act (CAMA) 2020. These resolutions document the decisions made by shareholders during the company's mandatory annual general meeting, which must be held within 18 months of incorporation and subsequently once every calendar year, with no more than 15 months between meetings. The document records both ordinary and special resolutions, covering statutory requirements such as financial statement approval, dividend declarations, and director/auditor appointments. It serves multiple purposes including regulatory compliance, corporate record-keeping, and providing evidence of shareholder approval for various corporate actions. The resolution must be filed with the Corporate Affairs Commission within 15 days of passing.
Suggested Sections

1. Meeting Details: Date, time, venue/method of meeting (physical/virtual/hybrid), and company name

2. Attendance and Quorum: Confirmation of proper notice period, attendance record, and that quorum requirements were met

3. Chairperson: Name and confirmation of the appointed chairperson for the meeting

4. Ordinary Business Resolutions: Standard resolutions including approval of financial statements, dividend declaration (if any), appointment/reappointment of directors, and appointment/remuneration of auditors

5. Confirmation and Signatures: Certification of the resolutions by the Chairperson and Company Secretary, with their signatures and date

Optional Sections

1. Special Business Resolutions: Used when special resolutions requiring 75% majority are needed, such as constitutional amendments or major corporate actions

2. Director Remuneration: Include when changes to directors' fees or benefits are being approved

3. Share Capital Modifications: Required when dealing with share capital increases, consolidations, or splits

4. Corporate Actions: Include when addressing mergers, acquisitions, or major asset disposals

5. Proxy Details: Required when significant proxy voting has occurred or when proxy matters need specific notation

Suggested Schedules

1. Attendance Register: Complete list of shareholders or their proxies present at the meeting

2. Voting Results: Detailed breakdown of votes for each resolution (For, Against, Abstained)

3. Financial Statements Summary: Key financial information referenced in the resolutions

4. Director Information: Relevant details of directors being appointed/re-appointed

5. Proxy Forms: Copies of submitted proxy forms and tabulation

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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

Mining

Agriculture

Transportation

Construction

Education

Professional Services

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Affairs

Board Services

Regulatory Affairs

Corporate Governance

Executive Leadership

Finance

Administrative Services

Relevant Roles

Company Secretary

Legal Counsel

Corporate Governance Officer

Compliance Officer

Board Secretary

Chief Executive Officer

Chief Financial Officer

Director of Legal Affairs

Corporate Affairs Manager

Board Chairman

Regulatory Compliance Manager

Legal Administrator

Corporate Legal Officer

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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A formal document under Nigerian law recording decisions unanimously agreed upon by all shareholders, governed by CAMA 2020.

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A formal Nigerian corporate document recording resolutions passed at a company's Annual General Meeting, in compliance with CAMA 2020.

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A formal corporate document under Nigerian law requiring 75% shareholder approval for major company decisions, governed by CAMA 2020.

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A formal document recording shareholder decisions made during a company's general meeting under Nigerian law, compliant with CAMA 2020.

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