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A Resolution of a Company/Board of Directors is a formal way in which a company or the board of directors can note decisions made by the company.
A resolution of a company is the decision made by the members of the company at any general meeting. A resolution of the board of directors is the decision made by the directors of the company at any board meeting.
Another type of resolution is a written resolution. This demands that members of the company may make a decision without having any meeting. They can simply make a collective written resolution. This written resolution can only be used to pass a resolution of members of a private company. Note that the law does not state that directors of a private company can use this written resolution.
There are two categories of resolution, namely:
For a resolution to pass, it must meet the following criteria:
How to use this document
This document can be used when the directors or the members of the company have made decisions relating to the running, organization, structure etc. of the company.
When the document is completely filled, 2 (two) directors or 1 (one) director and 1 (one) secretary of the company must sign this document. The company seal must also be affixed on the document.
Common decisions at company meetings include:
Increase of Share Capital: The share capital is the part of the capital of the company that comes from the issue of shares. For a company to change its share capital, the members of the company must pass an ordinary resolution approving the increase or reduction of its share capital. Note that this is not applicable to companies limited by guarantee as they do not have a share capital. After filling this form, the form filler is required to file the document and the form CAC 2.4 (Notice of Change of Authorized Share Capital) to the CAC. This must be done within 15 (fifteen) days after the passing of the resolution, otherwise CAC will charge monetary penalty for late filing.
Allotment of Shares: When a company intends to allot new shares to the new shareholders, the board of directors may pass an ordinary resolution approving the allotment. After filling the form, this document together with a duly completed form form CAC 2A (Return of Allotment) must be filed at the CAC.
Transfer of Shares: This occurs when one or more members of the company decide to transfer part or all of their shareholding to either existing shareholders or new shareholders. After filling this form, this document together with a duly completed form CAC 2A (Return of Allotment) must be filed at the CAC.
Change of Directors: When the company intends to remove, appoint or re-elect directors of the company, it must do so by an ordinary resolution. After filling this form, this document together with a duly completed form CAC 7A (Notice of Change of Directors) must be filed at the CAC. This must be filed within 14 days after the passing of the resolution.
Change of Registered Office: When a company intends to change its registered address, an ordinary resolution must be passed. After filling this form, the form filler must file this document together with a duly completed CAC 3 (Notice of Change of Registered Address) at the CAC.
Any other decision: The board of directors or the company may, during their board meetings or general meetings, make decisions relating to certain transactions such as an acquisition of another company, financing of the company, structural development of the company etc. and these resolutions must be documented. Hence the importance of this document.
The Companies and Allied Matters Act is the applicable law.
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