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Shareholder Written Resolution Template for Nigeria

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Key Requirements PROMPT example:

Shareholder Written Resolution

"I need a Shareholder Written Resolution for my Nigerian tech company to approve the appointment of three new directors and increase the share capital from 10 million to 15 million Naira, to be implemented by March 2025."

Document background
The Shareholder Written Resolution is a critical corporate governance tool in Nigerian business practice, authorized under the Companies and Allied Matters Act (CAMA) 2020. This document type is used when companies need to obtain shareholder approval without convening a physical general meeting, offering a more efficient decision-making process. It's particularly useful for private companies with a manageable number of shareholders, or in situations requiring rapid decision-making. The resolution can address various corporate matters, from routine business decisions to significant company changes, and must be circulated to all eligible shareholders. The document must clearly state whether it is an ordinary resolution (requiring simple majority) or a special resolution (requiring 75% majority), and must include all necessary information for shareholders to make an informed decision. Under Nigerian law, these resolutions become effective once the required majority of shareholders have signed them, making them a crucial instrument for corporate governance and compliance.
Suggested Sections

1. Title and Company Details: Formal title of the document identifying it as a written resolution, including the company's full registered name, registration number, and registered office address

2. Date: The date on which the written resolution is circulated to shareholders

3. Introduction: Opening paragraph identifying that this is a written resolution under Section 258 of CAMA 2020 and specifying whether it is an ordinary or special resolution

4. Resolution Text: Clear statement of the actual resolution(s) being proposed, numbered if multiple resolutions are included

5. Voting Requirements: Statement of the majority required for the resolution(s) to pass (simple majority for ordinary resolutions, 75% for special resolutions)

6. Signature Block: Space for shareholders' signatures, including full names, number of shares held, and date of signing

7. Circulation Statement: Statement confirming the resolution has been circulated to all eligible shareholders

Optional Sections

1. Explanatory Notes: Additional information explaining the background and reasons for the resolution, used when the resolution requires context or explanation

2. Statement of Directors' Recommendation: Include when directors wish to formally recommend how shareholders should vote on the resolution

3. Notice Period Waiver: Used when shareholders agree to waive the statutory notice period for the written resolution

4. Electronic Signature Declaration: Include when allowing for electronic signatures, stating their validity under Nigerian law

5. Conflict of Interest Disclosure: Include when any shareholders have interests in the subject matter of the resolution that need to be disclosed

Suggested Schedules

1. Schedule of Shareholders: List of all eligible shareholders, their shareholdings, and voting rights (if not included in main document)

2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., amended articles, contracts being approved)

3. Proxy Forms: If applicable, forms authorizing representatives to sign on behalf of corporate shareholders

4. Certificate of Service: Document evidencing that the resolution was properly circulated to all eligible shareholders

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 and Natural Resources

Healthcare

Retail and Consumer

Telecommunications

Agriculture

Transportation and Logistics

Construction

Professional Services

Mining

Education

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Secretariat

Corporate Affairs

Risk Management

Executive Management

Shareholder Relations

Investment Relations

Relevant Roles

Company Secretary

Legal Counsel

Corporate Governance Officer

Compliance Manager

Board Director

Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Affairs Manager

Shareholder Relations Manager

Investment Relations Officer

Risk Management Officer

Corporate Services Manager

Managing Director

Executive Director

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

Find the exact document you need

Shareholder Ordinary Resolution

A formal document under Nigerian law recording shareholder decisions that require a simple majority approval, governed by CAMA 2020.

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Members Written Resolution

A formal document under Nigerian law allowing company members to pass resolutions without holding a physical meeting, governed by CAMA 2020.

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Shareholder Written Resolution

A formal document under Nigerian law enabling shareholders to pass resolutions without holding a physical meeting, in compliance with CAMA 2020.

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Written Resolution In Lieu Of Annual General Meeting

A Nigerian law-compliant document that replaces a physical Annual General Meeting with written shareholder resolutions under CAMA 2020.

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Unanimous Resolution Of Shareholders

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

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Annual General Meeting Resolution

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

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Shareholder Special Resolution

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

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General Meeting Resolution

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

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