DRAFTS ON CORPORATE LAW PRACTICE

DRAFTING TIPS

CORPORATE LAW PRACTICE

NIGERIAN LAW SCHOOL

(2020/2021)

EYEKE KENNETH SAMUEL

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TABLE OF CONTENTS

1. (Week 3) Legal Framework and Regulatory Bodies -3

2. (Week 4) Choice of Business Organization and Formation -7

3. (Week 5) Corporate Law Practice -11

4. (Week 6) Preparation of Document For Business Formation -18

5. (Week 7) Pre-Incorporation Matters & Promotion Activities - 31

6. (Week 8) Foreign Participation in Nigeria - 41

7. (Week 9) Post Incorporation Matters - 49

8. (Week 10) Corporate Governance 1 - 65

9. (Week 11) Directors and Secretary - 68

10. (Week 12) Corporate Governance 3 Meeting -78

11. (Week 13) Financial Statements and Audit Committee (1) -85

12. (Week 14) Corporate Governance V -88

13. (Week 15) Company Securities 1 -92

14. (Week 16) Company securities 2 -96

15. (Week 17) Cooperate Restructuring 1 -97

16. (Week 18) Corporate Restructuring 2 -98

17. (Week 19) Company Proceedings -100

18. (Week 20) Winding Up And Dissolution -107

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Week 3
OVERVIEW OF THE LEGAL FRAMEWORK &REGULATORY BODIES
ONCORPORATE LAW PRACTICE IN NIGERIA

S/N Applicable Law Regulatory Body Administrative

Head
1 Companies and Allied Corporate Affairs Registrar-General
Matters Act 2004 Commission
2 Investments and Securities and Exchange Chairman
Securities Act 2007 Commission
3 Nigerian Investment The Nigerian Investment Executive Secretary
Promotion Commission Promotion Commission
Act 2004 (NIPC)
4 Foreign Exchange Central Bank of Nigeria Governor of the
Monetary & Miscellaneous Central Bank of
Provisions Act Nigeria
5 Immigration Act Nigerian Immigration Comptroller-General
Service
6 National Office for National Office for Director-General
Technology Acquisition Technology Acquisition
Promotion Act 2004 Promotion
7 Industrial Inspectorate Industrial Inspectorate Director
Act Division of the Federal
Ministry of Trade &
Investment
8 Constitution of the
Federal Republic of
Nigeria
9 Federal High Court Act Federal High court Chief Judge
10 Banks and other Central Bank of Nigeria Governor of the
Financial Institutions Act Central Bank
11 Asset Management Asset Management Managing Director
Corporation Act, 2010 Corporation of Nigeria (S.10(1)(b) AMCON
12 Insurance Act 2007 National Insurance Chief Executive
Commission Officer
13 National Industrial Court National Industrial Court President
Act

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14 Federal Inland Revenue Federal Inland Revenue Executive Chairman

Service Act, 2007 Service
15 National Insurance National Insurance Chief Executive
Commission Act Commission (NAICOM) Officer
16 Nigerian Communication Nigerian Communication Chief Executive
Commission Act Commission Officer
17 National Agency for National Agency for Food Director General
Food & Drug & Drug Administration &
Administration & Control
Control Act
18 Mortgage Institutions Act Federal Mortgage Bank Managing Director
19 Nigerian Copyright Act Nigerian Copyright
Commission
20 Nigerian Maritime Nigerian Maritime
Administration & Safety Administration & Safety
Agency Act Agency (NIMASA)
21 Electric Power Sector Nigerian Electricity
Reform Act Regulation Commission
22 Standard Organisation of Standard Organisation of
Nigeria Act Nigeria
23 Nigeria Deposit Nigeria Deposit Insurance Managing Director
Insurance Corporation Corporation
Act
24 Stamp Duties Act
25 Land Use Act
26 Companies Income Tax
(Amendment) Act
27 Export Incentives &
Miscellaneous Provisions
Act
28 Food Drugs & Other
Related Product Act
29 Partnership Law
30 Nigeria Minerals Mining
Act
31 Petroleum Profit Tax Act
32 Infrastructure Concession Infrastructure Concession

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Regulatory Commission Regulatory Commission

Act
33 Nigeria Maritime Nigeria Maritime
Administration & Safety Administration & Safety
Agency Act Agency (NIMASA)
34 Nigeria Export Process in Nigeria Export Processing
Zones Act in Zones Authority
(NEPZA)
35 Nigeria Export Nigeria Export Promotion
Promotion Council Act Council
36 National Automotive National Automotive
Council (Amendment) Council
Act
37 Financial Reporting Financial Reporting
Council Act Council
38 Mortgage Institutions Act Federal Mortgage Bank
39 Capital Gains Tax Act
40 Education Tax Act

There are other subsidiary legislations such as: Companies Proceedings Rules, Company
Regulation 2012, Winding Up Rules, Securities & Exchange Commission Rules, Nigeria
Stock Exchange Winding Up Rules, Code of Corporate Governance for Public
Companies, Code of Corporate Governance for Banks & Distant Houses, Guidelines for
Whistle Blowing, etc.

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ACCREDITATION FORM

CORPORATE AFFAIRS COMMISSION CAC/ACR/1

Plot 420 TAGRIS CRESCENT MAITAMA ABUJA

APPLICATION FOR ACCREDITATION

(for use by firms/individual)
No………
1. Name of the firm/individual: Eyeke Kenneth and co
2. Nature of the business: Legal Practice and Consultancy
3. Principal place of business: Abuja
4. Branches (addresses, not P.O.Box)
(i) No 77 Afikpo Road, Abakaliki, Ebonyi State
(ii)
(iii)
Telephone: 08102959631 Email Address: Lawreviewnetwork@gmail.com
5. Full names, enrolment number and signatures of each partner (in the partnership)
(i)Eyeke Kenneth/SC/2214/(ii)Emediong Esseien/SC/2117
(iii)Afolabi Samuel (iv)

6. Name and Signatures of representatives:

(i) Nil (ii)
(iii) (iv)
7. Evidence of eligibility to practice for the year:
GTB
We hereby certify that the foregoing particulars are to the best of our knowledge, information
and belief, correct and we undertake to notify the Registrar-General whenever any change is
made or occurs in any of them.

Dated this 6th day of January, 2021

(Signature of Principal Partner)

Eyeke Kenneth Samuel
(Name of Principal Partner)
*Evidence of eligibility to practice should include current practicing/membership fee receipt, etc.

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Week 4
CHOICE OF BUSINESS ORGANISATION AND FORMATION
There are three types of business organisations under the Nigerian corporate law
practice. They are:
1. Sole proprietorship (not registered as business name)
2. Business name (registered as business name or partnership).
3. Companies
Part A and B of CAMA are business organisations as they can carry out
business. On the other hand, incorporated trustees under part C of CAMA is non-
business organisation. Business organisations are profit-oriented. Companies
are the most widely used business organization. They are profit-oriented. Under
Section 18 CAMA, it takes at least two persons to incorporate or form a
company.

SAMPLE DRAFT OF FORMAL APPLICATION FOR CONSENT

EYEKE KENNETH AND ASSOCIATES
Legal Practitioners, Solicitors and Chartered Arbitrators
No 38 Abeokuta Street, Area 8, Garki, Abuja
Web: www.read.com - Phone: 08102959631
Email: Kennethsamuel18@gmail.com
Our Ref:________________ Your Ref:____________
December 4, 2020
The Registrar-General,
Corporate Affairs Commission,
Abuja.

Dear Sir/Madam,
APPLICATION TO CONSENT TO REGISTER “TIGA VOICE GROUP LTD”
PURSUANT TO SECTION 30(2)(d) OF THE COMPANIES AND ALLIED
MATTERS ACT AND REGULATION 20 OF THE COMPANIES REGULATIONS,
2012

Kindly refer to the above subject-matter.

We are Solicitors to Buks Publication Ltd, CatchUp Media Ltd and TechPlus Nig
Ltd, (Our clients). Pursuant to the instructions of our clients, we apply, on their

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behalf, for the consent of the Corporate Affairs Commission to register Tiga
Voice Group Ltd.
We have attached, for your kind consideration and approval, the following
documents to this formal application for consent:
1. Copies of the Certificates of Incorporation of Buks Publication Ltd, CatchUp
Media Ltd and TechPlus Nig Ltd as evidence of thethree (3) associate
companies to form the “Group” company
2. Copies of the Statements of Authorised Share Capital and Return of
Allotment Forms of Buks Publication Ltd, CatchUp Media Ltd and TechPlus
Nig Ltd as evidence of common membership of the associate companies
3. Copies of the resolutions passed by Buks Publication Ltd, CatchUp Media Ltd
and TechPlus Nig Ltd consenting to the formation of Tiga Voice Group Ltd
4. A copy of a statement by all (or a majority) of the first directors of the
proposed Tiga Voice Group Ltd that the share capital of the company shall
not be less than the highest share capital amongst the associate companies
5. Updated annual returns of Buks Publication Ltd, CatchUp Media Ltd and
TechPlus Nig Ltd
6. Updated section 553, CAMA filing where applicable
We undertake to pay the necessary fees.
Thank you.

Yours faithfully,
________________________
S. K. Eyeke, Esq.
Principal Partner
For: Eyeke Kenneth& Associates

NOTE: If the letter above is for a holding company, then in the heading, it changes to regulation
21 and the documents to be attached would be those listed in regulation 21. If the letter is for a
consortium company, then the heading becomes: “application for consent to register ABC
Consortium pursuant to Regulation 22 of the Companies Regulations 2012” and the particulars
would be as listed in Regulation 22.

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LAGOS CAMPUS
WEEK 4 TASK ON CHOICE OF BUSINESS AND NON-BUSINESS
ORGANISATIONS:

QUESTION ONE
Mr Dipo Abolarin, and Mr Rotimi Gbadamosi who are both civil servants attended
a conference organised by an NGO – Finacial Empowerment Initiative. After
retirement, Dipo and Rotimi have decided to set up a fresh fish pepper soup joint
using their gratuity as Capital. Dipo and Rotimi are however not sure of whether
to register a Business Name or incorporate a Company.

ANSWER THE FOLLOWING QUESTIONS

a) Advise the duo on the advantages and disadvantages of each of the
business options they are contemplating.
b) Assuming the duo have decided to incorporate a company and their first
choice of name is ‘Point and Kill Limited’ while ‘P and K Holdings’ is their
second option, comment on the prospects of the availability of both names.
c) Assuming that due to CAC’s disapproval of the two names in (b) above,
the duo have filed another CAC Form 1 in which they propose the name ‘A
and G Restaurant Plc’, advise them on the advantage(s) (if any) of
incorporating a public company.
QUESTION 2
Ashiru and Baduru are very close friends. They are desirous of incorporating a
company to be called Sanlaiya Tech Nigeria Ltd with an authorised share capital
of Ten Million Naira (N10,000,000.00). Ashiru and Baduru are proposing to be
the directors of the company, and they will together take up 50% of the shares.
Ashiru wants Umar,his 17 years old son, to also be a first director and subscriber
of the company.The proposed company is to carry on the business of wind and
solar energy generation, and the business of sales and service of IT
equipments.
Answer the following questions.
a) Outline the criteria to be used by the CAC to determine if
SanlaiyaTech.Nigeria Ltd would be available.
ii. Would your answer be different if Sanlaiya is the name of the local
government where Ashiru and Baduru come from?
iii. Outline the additional steps (if any) that the friends may have to take to get
the name approved by the CAC.

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b) Advise the friends on the possibility of Ashiru's son becoming a subscriber

and first director of the company.
c) Advise the friends on the possibility of also having Kushan Services Ltd (in
liquidation) and Ashbad Nigeria Ltd a company incorporated in 2017, as
subscribers of the proposed company.
d) Assuming Umar and Ashbad Nigeria Ltd are also approved as two of the
subscribers to the memorandum and articles of association of the company,
outline the documents to be submitted for the registration.
e) i. Outline the advantage(s) (if any) of being a subscriber of a company.
ii. Mention the type of shares that may be held by the subscribers and the
advantage(s) (if any) of each type.
f) Differentiate between authorised/nominal share capital and issued/allotted
share capital.
g) Comment on the propriety or otherwise of the company having its head office
in Ghana and registered office in Nigeria.
h) Assuming, after incorporation, the company had decided to focus on sales
and service of IT equipment alone:
i. Advise the company on the propriety or otherwise of the decision.
ii. Would your answer be different if the company has not carried on any of its
objects since incorporation?
iii. Comment on the propriety or otherwise of the company's decision to
venture into the production and sales of table water after incorporation.
INDIVIDUAL TASK
John Otto is the owner of a bakery valued at N400,000. He wants to form a
company to take over the bakery business with N400,000 divided into 400,000
ordinary shares of N1 each as the authorised share capital.
a) List the different types of companies available under CAMA
b) Outline the differences between a company limited by guarantee and a
private company limited by shares.
c) What kind of Company would you advise John Otto to form? Give
reasons for preferring the company you have chosen above other
companies.
d) List the documents you would present to the Commissioner for Stamp
Duties in respect of John Otto’s proposed company.
e) State the possible reasons why the CAC may refuse to register John Otto’s
proposed company.

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WEEK 5
CORPORATE LAW PRATICE
CHOICES OF BUSINESS AND NON-BUSINESS ORGANISATION

BUSINESS NAME: Companies are not the only business organisation in

Nigeria.There are others like sole proprietorship and partnership, which are
covered as business names under CAMA. Business name is covered in part B of
the CAMA. Section 570 CAMAprovides for establishment of the office of the
Registrar of Business Names in every state of the federation.
Section 588(1) CAMAdefines a business name as the name or style under
which any business is carried on, whether in partnership or otherwise. Sole
proprietorships and partnerships can be registered as business names.
Therefore individuals, partnerships and companies can register business names.
Business name is the most convenient form of doing business by a sole
proprietor or partnership in a more recognisable form. Thus, the essence for
registering a business name is to secure the name style.

PARTNERSHIP: A partnership is a voluntary association of two or more persons

who jointly own and carry on a business for profit. A partnership is presumed to
exist if the persons agree to share proportionally in the business’s capital, profit
and losses. A partnership lacks legal personality and the partners are personally
liable for all the debts and liabilities of the partnership, without limitation, except if
it is a limited partnership or limited liability partnership in Lagos.

INCORPORATED TRUSTEE(S): Incorporated trustee is a non-business

organisation and it is quite all embracing. It is covered in Part C CAMA - Section
590 to 612. Incorporated trustee involves any community of person bound
together by custom, religion, kinship or nationality or anybody or association of
person established for any religious, educational, literary, scientific, social,
development, cultural, sporting or charitable purpose. For the purpose of
incorporation under Part C, such community or body or association would
appoint one or more trustees to apply to the CAC to be registered as a corporate
body – Section 590(1) CAMA. Upon registration, the trustee(s) shall become a
corporate body – Section 590(2) and 596 CAMA

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Application for Incorporation

Regulations 65 & 66 of Companies Regulations 2012provide forthe
requirements for incorporation of trustees, If the commission is satisfied that the
application complies with the relevant provisions, notice of application is to be
published in two national newspapers stating the following
1. Name of the association
2. Principal objects of the association
3. Full names of the proposed trustee(s)
4. Invitation to the public to object the name, object and proposed trustee(s) of
the association within 28 days – Rule 65(4) CR
One of the newspapers must be in circulation in the locality of the association
and the other, a national newspaper – Rule 65(3) CR.

A Draft of Public Notice Issued

PUBLIC NOTICE
BAGUADA WOMAN EDUCATION PROMOTION FOUNDATION
The general public is hereby notified that the above named association with the
office in no 27 Bashir Musa Avanue, Baguada, Kano has applied to the
Corporate Affairs Commission for registration under Part C of the Companies
and Allied Matters Act Cap C20 LFN 2004

THE TRUSTEES ARE:

1. MAHADI ABDUSSALAM
2. ABDULKAREEM ABDULHAMID
3. ATIKA ABDULAHI
AIMS AND OBJECTIVES
1. To encourage girl child education and discourage street begging among
the girl child
2. To discourage harmful cultural practices against Baguada women
Any objection to this registration should be forwarded to the Registrar-General of
Corporate Affairs Commission, Plot 565, Ndota Street, Wuse 5, Abuja within 28
days of the publication

Signed:
Eyeke Kenneth Samuel
Solicitor

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Draft of Special Clause of Incorporated Trustees

"The income and property of the association shall be applied towards the promotion of the
objectives of the body and no portion shall be paid or transferred directly or indirectly by way
of dividends, bonus or otherwise however by way of profit to the members of the
association". If in event of dissolution of the corporate body there remains after satisfaction
of all its debts and liabilities, any property whatsoever, the same shall not be paid to or
distributed among members of that association but shall be given or transferred to some
other institutions having objects similar to the objects of the association, such institutions to
be determined by members of the association at or before dissolution.

WEEK 5 ASSIGNMENT
ANSWERS TO SCENARIO: CHOICE OF BUSINESS AND NON-
BUSINESS ORGANIZATION AND FORMATION (PARTNERSHIP AND
INCORPORATED TRUSTEES)
Nathan Abayomi and Jeriel Uchendu just got enrolled for the mandatory National
Youth Service Corp where they met at Sokoto state, their state of posting. During
the service year, they started collecting and recycling plastic waste out of their
passion for a clean and healthy environment. They eventually made a business out
of it when they started supplying their recycled plastic to a plastic company in
Kano and they want to run the business themselves with much ease because of
their little resources. Still in pursuit of their passion for a clean environment, they
started teaching people on how to properly dispose waste and creating awareness
on the use of biodegradable materials for packaging goods and other products, they
want this campaign to be a continuing one and to reach other parts of the country.
Answer the following questions:
1. Assuming you were engaged to register the business for them, what questions
will you ask them during your meeting with them?(8 Marks)
a. The firm name and alternate name
b. The general nature of business
c. Postal address of the principal place of business and of any branches
d. Full names of the individual proprietor or partners
e. Full particulars of the principals
f. Date of commencement of business

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2. The documents you will require from them for registration are as follow:(8
marks)
a. 2 Copies of Application Form (CAC/BN/1)
b. Form CAC 1-Availability and Reservation of Name
c. Passport photographs of each individual
d. Registration Fee
3. The legal implications of the registered name upon registration are as follow:
:(8 marks)
a. Registration does not give legal personality to the business or association
but apprises the public of the true identity of the persons, who trade under
the name. See Domingo v The Queen (supra).
b. Registration gives priority to use of the name even against registered
companies. See 31(4) of CAMA.
c. Registration will not be construed as authorising the use of the name, if
apart from such registration; the use of the name could be prohibited. See
S. 579(1) of CAMA.
d. Registration is not proof of partnership. See Henshaw V Roberts (supra)
but raises a rebuttable presumption of the existence of partnership. See
Nwankwo V Nwankwo (supra).
4. The name options available to them that will require no registration are as
follow: (5 marks)
The true surnames of all partners without any addition other than, the true
forenames or the initials of the partners. The illustrations are as follows:
a. Nathan Abayomi and JerielUchendu
b. N.Abayomi and J. Uchendu
c. Abayomi and Uchendu
5. Assuming they want to register the business as Nat and Jer Cooperative
Ventures, the implications is that:: (4 marks)
The Registrar may refuse to register the business name because the word
‘Cooperative ‘in the proposed name of the business falls under restricted unless
the consent of Corporate Affairs Commission had been obtained. Restricted
names are names which in the opinion of the Registrar of Corporate Affairs
Commission is capable of misleading the public.
6. Three (3) presumptions that can be made as a result of their joint business are as
follow:: (15 marks)
a. Partnership Capital:
It will be presumed in the absence of a provision for capital contribution in
the Partnership Agreement that the partners contributed the capital equally
and must share the profit and losses equally.
b. Remuneration/Salary:
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It will be presumed in the absence of a provision for payment of

salary/remuneration in the Partnership Agreement that the partners will not
be entitled to receive salary/remuneration.
c. Profit and Loss Sharing:
It will be presumed in the absence of a provision for profit and loss sharing
in the Partnership Agreement that the profit and loss will be equally shared
by the partners.
d. Expulsion:
It will be presumed in the absence of a provision for expulsion in the
Partnership Agreement that the partners lack the power to expel any
partner. If they attempt to expel any partner, the partnership stands
dissolved.
e. Partnership Property:
It will be presumed that the partners have equal rights to the partnership
property if nothing is provided on the contrary in the Partnership
Agreement.
f. Dissolution of Partnership:
The partnership will be presumed to be partnership-at-will which can be
dissolved at the instance of any of the partners (notice). Death, incapacity,
expulsion or resignation of a partner may also signify the dissolution of the
partnership if there is no provision in the Partnership Agreement for
continuation of the partnership after such occurrences.
7. Five clauses that will be included in the agreement that will regulate their joint
business are as follow:: (5 marks)
a. Parties-------
b. Name and style
c. Place of business
d. Nature of business
e. Commencement
f. Duration
g. Capital
h. Property of Partnership
i. Profits and drawings
j. Bankers and signatories to bank account
k. Salary/Remuneration
l. Accounts
m. Powers, rights and duties
n. Retirement
o. Expulsion and Suspension
p. Dissolution
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q. Arbitration
8. The appropriate form of registration for their campaign on a clean environment
is to register Incorporated Trustees under Part C of CAMA. This is because the
aims and objectives of the organization they want to form is to educate the
entire people of Nigeria on how to properly dispose waste and creating
awareness on the use of biodegradable materials for packaging goods and other
products, as well as the organization being a non-profit organization falls under
Part C of CAMA.: (3 marks)

S. 590 of CAMA: (1 mark) provides that, “where one or more trustees are
appointed by any community of persons bound together by custom, religion,
kinship or nationality or by anybody or association of persons established for
any religious, educational, literary, scientific, social, development, cultural,
sporting or charitable purpose, he or they may, if so authorized by the
community, body or association (in this Act referred to as “the association”)
apply to the Commission in the manner hereafter provided for registration under
this Act as a corporate body”.
9. The steps involved in getting the body registered are as follow:: (15 marks)
a. Taking instructions
b. Holding of meeting of the body where the trustees are appointed and the
Special Clause adopted
c. Writing of letter authorising the person handling the registration
d. Conduct availability check and reservation of name
e. Publication in two (2) daily newspapers of which one must be circulating in
the local area and the other one circulating nationally, calling for objection
within 28 days
f. Preparation of incorporation documents (filling of application form,
constitution, Trustee Declaration Form, obtaining passport photographs of
trustees, etc)
g. Preparation of the Common Seal of the body
h. Formal application addressed to the Registrar-General, of the Corporate
Affairs Commission requesting for his consent/approval for the registration
of the body by the person registering the body
i. Payment of filling fees
j. Filing
k. Obtaining the certificate of incorporation and CTCs of the constitution and
application form (CAC /IT FORM I) of the body.
10. The person that may join in the registration of the body must be:: (5 marks)
a. An adult
b. A person of sound mind
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c. A person who is not bankrupt

d. A person who has not been convicted of an offence involving fraud or
dishonesty within five (5) years of his proposed appointment. See S. 592 of
CAMA.
11. The minimum number of person that is registered for the body to have
corporate personality is one person. CAMA provides that one or more trustees
are required for registration of an Incorporated Trustees.: (2 mark) See. S 590
of CAMA.
12. The documents required for registration of the body are as follows:: (14
marks)
a. Form of approval of name Form CAC 1
b. CAC /IT FORM I -Duly completed set of Incorporation Form
c. Trustees Declaration Form
d. Formal application letter for registration signed by the chairman and
secretary
e. Extracts of minutes of general meeting appointing trustees and adopting
special clause in the constitution signed by the chairman signed by the
chairman and secretary
f. Two printed copies of the constitution
g. Trustees declaration from duly deposed to by each trustee in the High Court
h. Impression of the common seal of the association on the application form
i. Payment of filing fee
j. Evidence of newspaper publication of advertisement of trustees
k. Impression of common seal
l. Evidence of land ownership
m. Two passport photograph of each Trustees
n. Letter authorising the Solicitor handling the registration
13. Five (5) provisions that must be contained in the constitution of the body
are as follows:: (5 marks)
a. Name
b. Aims and objectives
c. Common seal
d. Special clause
e. Trustees
f. Governing body
g. Meetings
h. Accounts

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Week 6
PREPARATION OF DOCUMENTS FOR BUSINESS AND NON-
BUSINESS ORGANIZATION AND FORMATION
PREPARATION OF DOCUMENTS FOR COMPANIES
Check List of Documents for Incorporation of Companies
1. Availability Check and Reservation of Name (FORM CAC 1)
2. Application for registration of a company (FORM CAC 1.1)
3. Two copies of Memorandum and Articles of Association duly stamped.
4. Means of identification (photo page of international passport, or current
drivers’ license, or national ID) for subscribers to the Articles of Association.
5. Evidence of payment of stamp duties and filing fee.
6. Residence permit -in case of resident foreigners.
7. Consent of the Attorney General where the company to be registered is a
company limited by guarantee.
8. Any other document required by the Commission to satisfy the requirement of
any law relating to the formation of a company.

FEDERAL REPUBLIC OF NIGERIA

COMPANIES AND ALLIED MATTERS ACT CAP C20 LFN 2004
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION OF EYEKE MASS TRANSIT LIMITED
1. The name of the company is Eyeke Mass Transit Limited
2. The registered office of the company is situate in Nigeria
3. The objects for which the company is established are:
a. to carry on the business of Transportation,
b. Goods Delivery, and
c. Motor vehicle repair.
d. To do all such other things as may be considered incidental or conductive
to attainment of the above objects or any of them.
4. The company is a private company
5. The liability of the members is limited by shares
6. The nominal share capital of the company is N100,000,000 (One hundred
million naira) divided into 100,000,000 ordinary shares of N1 each.
We, the several persons whose names and addresses are subscribed, are
desirous of being formed into a company in pursuance of the memorandum of

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association and we respectively agree to take the number of shares in the capital
of the company set opposite our respective names.

Names and Addresses of Description Number of Signature

Subscribers of Shares taken by of
Subscribers Each Subscriber Subscribers

1 Emediong Essien of No. 10, Business - 50 Million

Akpan Street Uyo, Akwa IboQm man ordinary Shares
State.
2 Anikan Udo-Okon of No. 11, Teacher 20 million
Akpan Street Uyo, Akwa Ibom ordinary shares
State.
3 Essien, Iquo Ekpo of No. 12, Business - 20 million
Akpan Street Uyo, Akwa Ibom woman ordinary shares
State.
4 Gideon Edem of No. 13, Akpan Public - 10 million
Street Uyo, Akwa Ibom State. Servant ordinary shares

Total Shares Taken 100 million

ordinary shares

DATED THIS 6thDAY OF JANUARY, 2021

WITNESS TO THE ABOVE SIGNATURES:

NAME: Chief Edet Udoh
ADDRESS: Plot 22, Ibom, Uyo
OCCUPATION: Legal practitioner
SIGNATURE:

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Company Limited by Guarantee

1. Name clause
2. Registered office clause
3. Objects clause
4. Status clause
5. Liability clause
6. Special clause
7. Guarantee clause
8. Association and subscription clause
9. Subscription Box
10. Attestation clause

FEDERAL REPUBLIC OF NIGERIA

COMPANIES AND ALLIED MATTERS ACT CAP C20 LFN 2004
COMPANY LIMITED BY GUARANTEE
MEMORANDUM OF ASSOCIATION OF OKOYE KIZZY FOUNDATION
(LIMITED BY GUARANTEE)

1. The name of the company is Okoye Kizzy Foundation (Limited by guarantee)

2. The registered office of the company is situate in Nigeria.
3. The object for which the company is established is to build motherless babies
home across Nigeria and to support the less Privilege.
4. The company is a private company
5. The liability of the members is limited by guarantee
6. The income and property of the company shall be applied solely towards the
promotion of its objects and that no portion thereof shall be paid or
transferred directly or indirectly to the members of the company except as
permitted by the Act. However nothing herein shall prevent the payment in
good faith of remuneration to any servant of the company or to any other
person for services actually rendered.
7. Every member of the company undertakes to contribute to the assets of the
company in the event of its being wound up while he is a member or within
one year afterwards for payment of the debts and liabilities of the company
before he ceases to be a member and the cost, charges and expenses of
winding up and for the adjustment of the rights of the contributories among
themselves, Such amount as may be required not exceeding N2,000 so
however that the total amount to be so contributed by all the members shall
not be less than N10,000.

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8. If upon the winding up or dissolution of the company, there remains after the
satisfaction of all its debts and liabilities any property of the company, the
same shall not be paid or distributed among the members of the company,
but shall be transferred among some other companies having objects similar
to the objects of the company and such other company shall be determined
by the members prior to the dissolution of the company.
We, the several persons whose names and addresses are subscribed hereunder
are desirous of being formed into a company limited by guarantee in pursuance
of this memorandum of association

Names and Addresses of Description of Signature of

Subscribers Subscribers Subscribers
1 Warefiniere Rachael of No 4 Schoolmaster
Adekunle Street, Enugu, Enugu
State
2 Adebanjo Adepeju of No 2 Schoolmaster
Agbani Close, Enugu, Enugu
State
3 Peter Akpu of No 13 Mission Schoolmaster
Road, Nkanu West, Enugu State
4 Ashely Alobi of No 14 Church Schoolmaster
Road, Nkanu West, Enugu State
5 Okafor Chidimma of No 13 Ebele Schoolmaster
Road, Enugu, Enugu State
6 Akinrinmad Oluwadamilo of No 18 Schoolmaster
Ebele Road, Enugu, Enugu State

DATED THIS 6thDAY OF JANUARY, 2021

WITNESS TO THE ABOVE SIGNATURES:

NAME: Chief Edet Udoh
ADDRESS: Plot 22, Ibom, Uyo
OCCUPATION: Legal practitioner
SIGNATURE:

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Unlimited Company
1. Name clause
2. Registered office clause
3. Object clause
4. Status clause
5. Liability clause
6. Share capital clause
7. Association and subscription clause
8. Attestation clause

FEDERAL REPUBLIC OF NIGERIA

COMPANIES AND ALLIED MATTERS ACT CAP C20 LFN 2004
UNLIMITED COMPANY
MEMORANDUM OF ASSOCIATION OF ‘THE PATENT STEROTYPE’
(UNLIMITED)
1. The name of the company is “The Patent Stereotype Unlimited”.
2. The registered office of the company will be situated in Nigeria.
3. The business for which the company is established is the working of a patent
method of founding and casting stereotype plates of which method John
Smith is the sole patentee.
4. The company is a private company.
5. The liability of the company is unlimited.
6. The share capital of the company is N1, 000,000 (one million naira) divided
into 10,000 shares of N100 each.
We, the several persons whose names and addresses are subscribed, are
desirous of being formed into a company, in pursuance of this memorandum of
association, and we respectively agree to take the number of shares in the
capital of the company set against our respective names.
Names and Addresses of Description of Number of Signature of
Subscribers Subscribers Shares taken by Subscribers
Each Subscriber

1 Temitope Grace Ishola of Business - 2,000

No 4 Adekunle Street, Woman
Enugu, Enugu State
2 Miram Adeboye of No 12 Business - 2,000
Agbani Close, Enugu, Woman
Enugu State

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3 Peter Akpu of No 139B 1,000

Mission Road, Nkanu West,
Enugu State Businessman

4 Ilekoya Damuare S of No 1,000

130A Mission Road, Nkanu
West, Enugu State Businessman

5 Chikere Chidera of No 13 1,000

Ebele Road, Enugu, Enugu
State Businessman

6 Emake Nasara of No 18 1,000

Ebele Road, Enugu, Enugu
State Businessman

7 Uwakwe Chinedu of No 189 Business - 2,000

Zone C, Apo Resettlement, Woman
FCT Abuja
Total Shares taken 10,000

DATED THIS 6thDAY OF JANUARY, 2021

WITNESS TO THE ABOVE SIGNATURES:

NAME: Chief Edet Udoh
ADDRESS: Plot 22, Ibom, Uyo
OCCUPATION: Legal practitioner
SIGNATURE:
Content and Sample of Articles of Association
1. Interpretation
2. Classes of shares
3. Call on shares
4. Transfer of shares
5. Restriction on transfer of shares
6. Transmission of shares
7. Forfeiture of shares
8. Prohibition of loans or financial assistance to buy shares
9. Increase of share capital
10. Reduction of share
11. Borrowing

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12. Meeting
13. Notice of meetings
14. Proceedings at meetings, quorum
15. Chairman
16. Voting
17. Poll
18. Proxy
19. Written resolutions
20. Number of directors
21. Appointment of first directors and other directors
22. Casual vacancy
23. Share qualification
24. Life director
25. Vacation of office of director
26. Tenure of office
27. Removal
28. Proceedings at meetings
29. Written resolutions of directors, quorum
30. Notice of meeting of directors
31. Remuneration
32. Managing director
33. Duties of directors
34. Secretary
35. Appointment and removal, duties
36. Common seal
37. Authority to use
38. Signature of documents
39. Official seal
40. Dividends and reserve
41. Declaration of dividends and interim dividends
42. Payment of dividends
43. Capitalisation of profits
44. Accounts
45. Audit
46. Stock exchange
47. Winding up
48. Indemnity

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FEDERAL REPUBLIC OF NIGERIA

COMPANIES AND ALLIED MATTERS ACT CAP C20 LFN 2004
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF EYEKE MASS TRANSIT LIMITED
(PURSUANT TO SECTION 33 AND 34 OF THE COMPANIES AND ALLIED MATTERS ACT 2004)
The form and content of the Articles of Association of this company is in
accordance with:
Part I (Public Company Limited by Shares)
Part II (Private Company Limited by Shares)
Part IV (Unlimited Company)
Respectively of Table “A” in schedule 1 of this Act, with additions, omissions or
alteration as may be required in the circumstances.

Names and Addresses of Description of Signature of

Subscribers Subscribers Subscribers

1 Emediong Essien of No. 10, Akpan Business man

Street Uyo, Akwa Ibom State.
2 Anikan Udo-Okon of No. 11, Akpan Teacher
Street Uyo, Akwa Ibom State.
3 Essien, Iquo Ekpo of No. 12, Akpan Business woman
Street Uyo, Akwa Ibom State.
4 Gideon Edem of No. 13, Akpan Public Servant
Street Uyo, Akwa Ibom State.

DATED THIS 1st DAY OF December, 2020

WITNESS TO THE ABOVE SIGNATURES:

NAME: Chief Edet Udoh
ADDRESS: Plot 22, Ibom, Uyo
OCCUPATION: Legal practitioner
SIGNATURE:

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PREPARATION OF DOCUMENTS FOR BUSINESS NAMES

Checklist of Documents for Registration of Business Names

1. Search and availability of name (CAC Form 1)
2. Application form (CAC/BN/1)
3. Evidence of payment of filling fees
4. Qualifying certificate in case of a professional partnership
5. Two passport sized photograph of each partner
6. Photo identification of the partners
Contents of a Partnership Agreement
1. Parties
2. Names and style
3. Place of business
4. Nature of business
5. Commencement
6. Duration
7. Capital
8. Property and partnership
9. Profits and drawings
10. Bankers and signatories to bank
11. Salary
12. Accounts
13. Powers, rights and duties
14. Retirement
15. Expulsion and suspension
16. Dissolution
17. Arbitration
PREPARATION OF DOCUMENTS FOR INCORPORATED TRUSTEES
Statutory Form for Incorporated Trustees
1. Availability check and reservation of name (CAC Form 1)
2. Application form for incorporated trustees (Form CAC/IT/1)
3. Trustee declaration form
Checklist of Documents for Incorporated Trustees
1. Availability check and reservation of name (CAC Form 1)
2. Application form for incorporated trustees (Form CAC/IT/1)
3. Two printed copies of the constitution of the association

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4. Duly signed copies of the minutes of the meeting appointing the trustees and
authorising the application.
5. Duly signed minutes of meeting where special clause was adopted
6. The impression of drawing of the proposed common seal
7. The original newspaper publication
8. Formal letter of application for registration
9. Two passport photographs of each trustee
10. Evidence of land ownership/affidavit in lieu
11. Trustee declaration of non-disqualification/sworn affidavit for each trustee
12. Letter authorising the solicitor or any other person incorporating the
incorporated trustees
13. Payments of the prescribed filing fee.

Content of Form CAC/IT/1

1. Special clause (Appendix A)
2. Aims and objectives (Enclosure A)
3. Rules and regulations governing the body (Enclosure B)
4. Statement and short description of the land held or about to be acquired by
the body (Enclosure C)
5. Names, addresses and occupations of trustees (Enclosure D)
6. Proposed title of the body (Enclosure E)
7. Impression of the common seal (Enclosure F)
8. Rules for the use and custody of the common seal (Enclosure G)
9. Copy of the relevant minutes where the trustees were appointed (Enclosure
H)
10. Details of current or past affiliations

Content of the Constitution of Incorporated Trustees

1. Name
2. Aims and objectives
3. Common seal
4. Special clause
5. Trustees
6. Governing body
7. Meetings
8. Accounts
9. Fun

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WEEK 6 ASSIGNMENT YOLA CAMPUS

You have been engaged to incorporate Marmed Engineering Company, to be
situated at Ogidi Street, Oloje Ilorin, Kwara State. The object of the company is to
carry on the business of Engineering in all ramifications such as building, civil,
mechanical, electrical and general engineering services. The proposed
authorised share capital is 10million ( Ten Million Naira) only, divided into 5
million ordinary shares of N 1.00 each and to be subscribed in ratio 5:2 by
Professor OmotayoAtanda and Engineer Hussein Teslim, both of Flat 122,
Federal Low cost Estate, Oloje Ilorin. Professor Omotayo who conceived the idea
of forming the company is desirous of being a preferential share holder and to
always counter sign any document emanating from the company. The duo, who
are also the first directors have agreed that in the event of each of cessation of
membership, the right to purchase the shares of such member shall first be made
to the other member.
Answer the following questions
A. Identify the steps for the online reservation of the company’s proposed
name.
B. Itemise the documents to be prepared and filed at the Corporate Affairs
Commission for registration of the Company.
C. Assuming that the Memoradum of Association is one of the documents in
(B) above, draft the Memoradum of Association of the proposed company.
D. Advise Professor Omotayo on how to achieve his aim and draft any
documents if thought fit.
E. In his modest contribution to give back to the society, as encouraged by
the Governor of Kwara State, Professor Tayo is desirious of registering a
company to be known as Marmed Centre for Electrical and Electronic
learning in Kwara State for impecunious artisans. Identify the contents of
the memorandum of association of the proposed company.
F. Outline the documents for the registration of the company in (E) above.
G. Upon the completion of the necessary documents and filling, the
Commission has refused to register the company, highlight step (s) to be
taken as an aggrieved person.
H. Identify the professional responsibility (ies) required of you for registering
the company.

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LAGOS CAMPUS
WEEK 6 TASK ON PREPARATION OF DOCUMENTS FOR BUSINESS
ORGANISATION AND FORMATION
QUESTION
OsaIdahosa graduated from the University with a degree in Mechanical
Engineering 2011. Unable to secure a job in his field, he settled for a job as a
marketing executives in one of the banks. After being laid off in 2015, he was
able to raise enough money to proceed to study robotics and artificial intelligence
abroad,with the help of his wife and uncle and his own savings. Armed with a
specialisation in this emerging field, and some work experience in Europe, he
has just returned to Nigeria to set up a company with his friend EssienAkpan who
has now become the General Manager in one of the Banks.
Osa has instructed you to incorporate the company as follows:
i) Name: Xosa Robotics Machines & Tools Ltd
ii) Object: To manufacture robotic machines and tools.
iii) Subscribers/ Directors: Osa Idahosa, Essien Akpan, Ebenezer Hi- Tech
Ltd,(his uncle’s company), Engineer Ebenezer Asemota (his Uncle), Eki
Idahosa (his wife) & Abiose Idahosa (his daughter aged 6 years).
iv) Authorised Share Capital: N100 Million divided into 100 Million Ordinary
Shares of NI each. The company is to issue N60 Million worth of shares at
a ratio of 4:3:2:1:1:1. Ebenezer Hi- Tech is to be issued shares in the
company in consideration of its technical support to the company as has
been agreed.
v) Directors: Engineer Ebenezer is to be Chairman of the company. Osa
Idahosa will be the Managing director while Eki is to be Executive Director
(Administration)/ Company Secretary. Other directors shall be Non-
Executive directors. Ebenezer and Osa are also Life directors and are to
be named in the Articles.

Attempt the following questions:

7. Outline the procedures for:
(a) obtaining availability of the name
(b) incorporation of the proposed company under the present e. regime.
8. (i) Outline the Forms are required for the formation of the company.
(ii) Compete the Forms.

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9. List the documents to be submitted to the Federal Inland Revenue Service

(FIRS) and the documents to be submitted to the Corporate Affairs
Commission (CAC).
10. Draft:
(i)the Memorandum of Association and
(ii) The Model Articles of Association of the company.
11. Assuming the company was a Company Limited by Guarantee, draft the
Memorandum of Association.
12. Assuming the company was formed solely to take over the business of
Ebenezer Hi- Tech Ltd, draft the main object clause of the Memorandum of
Association of the company.
13. Assuming the company was to be incorporated as Nigerian Robotics
Machines Ltd, draft the letter of Application for Consent with respect to the
name.
14. Differentiate between the Authorised Share Capital, Issued share Capital
and Paid-up Capital.
15. Draft the ‘Restriction of transfer of shares’ clause and the ‘Pre-Emption
clause’ in the Articles of Association of the company.
16. Assuming the Subscribers executed a Shareholders’ Agreement, draft
these clauses- Commencement, Confidentiality and Arbitration.
17. Assuming the Company has now been incorporated, write a letter to your
Client – Mr OseIdahosa accordingly.
18. Assuming after incorporation the company went into a Joint Venture/
Partnership Agreement with Ebenezer Hi- Tech Ltd for the purpose of
procuring a contract from UNDP, (i) draft these clauses- Commencement,
Duration, Profit & Loss and Winding Up; (ii) Assuming the parties to the
Partnership Agreement are Six in number, draft the Commencement Clause .
19. Assuming few years after incorporation, the company decided to set up a
Foundation- X Robotics Foundation, to train youths in coding and artificial
intelligence.(i). Draft the Special Clause for the Constitution of the Association
and(ii) the Public Notice necessary for the registration of the Foundation .

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Week 7
PROMOTION OF COMPANIES AND PRE-INCORPORATION
CONTRACT

A company as it is known is an artificial person that is a creation of law. There

are processes which must be fulfilled before a company can be said to be in
existence. In other words, there are different activities involved in the formation of
a company. There are persons behind these activities and such persons are
known as promoters. Promotion activities are usually more evidenced when
foreigner is involved in the incorporation of a Nigerian company. Under the
Nigerian law, a promoter is determined by promotion activities, that is, it is only
when promotion activities relating to a company can be identified before such
person can be called a promoter.

Draft of Joint Venture Agreement

JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (the Agreement) is made as of the 6th day
of January, 2021.
BETWEEN Eyeke Mass Transit Limited, a private limited company incorporated
under the Companies and Allied Matters Act; of No. 13 Afikpo Road, Abakaliki,
Ebonyi State (First Party) of the First Part and
Buks Publication Limited, a private limited company incorporated under the
Companies and Allied Matters Act, of No. 28 Gunning Road, Abacha
Roundabout, Abakaliki, Ebonyi State (Second Party and collectively called, the
“Parties”) of the Other Part.
WHEREAS the First Party is engaged in the business of transportation and
delivery of goods across the federation and the second party is engaged in the
business of production and distribution of book and stationeries.
WHEREAS the parties wish to join together in a joint venture for the purpose of
formation of company limited by shares with an objective of production of
billboards.
NOW THEREFORE BE IT RESOLVED, in consideration of the mutual
covenants, promises, warranties and other good and valuable consideration set
forth, the parties agree as follows:

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Place of Business
The joint venture business shall be carried on at No. 34 Udumezue Street,
Abakaliki Ebonyi State or at such other place or places as the partners may from
time to time agree upon.
Duration of Venture
The duration of the joint venture shall be 10 years from the 10 th day of January,
2020 to 9th day of January, 2030 but subject to prior determination as provided in
this agreement.
Name of Business
The firm's name shall be Agubata Nigeria Limited, which shall be registered
pursuant to the Companies and Allied Matters Act, 1990.
Bankers
1. The bankers of the joint venture shall be Zenith Bank Limited or such other
bankers as may from time to time be agreed upon by the partners. All
moneys of the Joint venture (other than moneys from petty expenses) shall
be paid to and kept deposited with the said bankers.
2. Each partner shall have power to draw Cheques in the name of the firm.
Capital Contribution
The capital of the joint venture shall be a sum of Fifty Million Naira (N50, 000,000
Naira) to be contributed by the partners in equal shares immediately after the
date of this agreement.
Profit Sharing
The partners shall be entitled to the net profits arising from the business in equal
shares and such net profits shall be divided among the partners immediately
after the settlement of the annual accounts.
Account Book/Accountability
1. Proper and usual books of account shall be kept and maintained at the place
of business of the Joint venture and shall be open to inspection by either
partner or their agent.
2. On the 31st day of December, 2020 and on the same day in each succeeding
year, an account shall be taken of all assets and liabilities of the Joint venture
and a balance sheet and profit and loss account shall be prepared and be
signed by each partner who shall be bound thereby unless some manifest
error are found within three (3) months in which case the error shall be
rectified.
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3. Each partner may draw out of the Joint venture profit the sum of N100, 000
(Hundred thousand naira only) every month on account of his share of profits,
but if when the annual account is taken, either partner shall have drawn any
sum in excess of his share of the profits he shall forthwith repay such excess
to the said joint venture account.
Commitment of Parties to the Joint Venture
Each partner shall devote his whole time and attention to the business of joint
venture and shall use his utmost endeavours to further the interest of the Joint
venture business.
Restrictions
Neither partner shall without the written consent of the other:
1. Engage in or be concerned or interested either directly or indirectly in any
business, other than that of the joint venture.
2. Enter into any bond or become bail or surety for any person or knowingly
cause or
3. Suffer to be done anything whereby the Joint venture property may be taken
in execution or otherwise endangered.
4. Assign mortgage or charge his share in the asset or profits of the Joint
venture.
5. Compromise compound release or discharge any debt due to the Joint
venture except upon payment in full.
6. Contract any Joint venture debt exceeding the sum of N1, 000, 000 in respect
of any one transaction.
7. Take, engage or dismiss any agent or servant of the firm.
8. Introduce or attempt to introduce any other person into the business of the
Joint venture.
Breach of Contract
If either partner shall commit any breach of the terms of this agreement, the other
partner shall be at liberty within three months from becoming aware of such
breach by notice in writing to the offending partner forth with to determine the
joint venture.
Determination and Dissolution
Either party shall be at liberty to determine the joint venture by giving to the other
not less than (three) calendar months’ notice in writing of his intention provided

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always that the joint venture shall not in this manner be determined within two
years from the date of commencement.
Upon the dissolution of the joint venture by the death of a partner or by either
partner giving notice to determine in the manner herein before specified, the
other partner shall be entitled to purchase the same of the partner so dying or
giving notice provided that written notice of intention to purchase shall be given to
the retiring partner or to the personal representatives of the deceased partner
within two calendar months after the date of dissolution.
Dispute Resolution
All disputes between the partners in relation to any matter whatsoever touching
the joint venture affairs or the construction of this agreement and whether before
or after the determining of the joint venture shall be referred to a single arbitrator
in accordance with the provisions of the Arbitration and Conciliation Act .Cap. A8
LFN 2004.

IN WITNESS OF WHICH THE PARTIES HAVE EXECUTED THIS AGREEMENT

THE DAY AND YEAR FIRST ABOVE MENTIONED.

The common seal of the First Party, Eyeke Mass Transit Ltd. was affixed to this
agreement in the presence of:

…………………… ……………………..
Director Secretary

The common seal of the Second Party, Buks Publication Ltd. was affixed to this
agreement in the presence of:

…………………… ……………………..
Director Secretary

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Shareholders Agreement

This is an agreement that structures the relationship between the shareholders of

a company. It describes how the company should be operated and the
shareholders rights and obligations. It makes sure that the shareholders are
treated fairly and that their rights and investments are protected. It also contains
details as to the management of the company, ownership of shares and
privileges and protection of shareholders.

Content
1. Commencement date
2. Parties
3. Recitals
4. Definition and interpretation
5. Business object of the company
6. Consideration
7. Warranties
8. Completion
9. Auditors and bankers
10. Registered office
11. Accounting reference date
12. Secretary
13. Directors
14. Share distribution
15. Dividend policies
16. Further financing
17. Guaranties and indemnities
18. Company’s business
19. Directors and chairman
20. Important management decisions
21. Deadlock
22. Transfer of shares
23. Material breach
24. Winding up
25. Restrictive covenants
26. Confidentiality
27. Shareholders consent

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Sample Draft of Shareholders Agreement

SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (the Agreement) is made and effective

this 6th day of January, 2021.
BETWEEN Ngowari Solomon of No. 76 Goodluck Plaza, Cape Town, South
Africa (First Shareholder) of the One Part and
Tonia Samuel of No. 28 042 Avenue, Enugu, Enugu State (Second Shareholder)
of the second part and
Osisogu Ayo, the sole Proprietor of Osisogu Bakery (Nig) Enterprises of No. 25
CAS Campus Road, Abakalikii, Ebonyi State (Third Shareholder) of the third
other part.
RECITAL:
The First shareholder is a South African Business woman who has taken step
toward the formation of a Nigerian Limited Liability Company with the second and
third Shareholder, a Nigerian business woman, on extraction, production and
exportation of palm produce.

IT IS HEREBY AGREED AS FOLLOWS:

1. The shareholders have agreed to form a limited liability company whose
object is to extract and export palm produce.
2. The proposed names of the company are Benakol Palm Produce Nigeria
Limited or Nosakam Palm (Nig) Limited.
3. The company would carry on business at No. 25 Ikpoba Road, Agbani,
Enugu State which shall be registered as its corporate office.
4. The office accommodation of the first shareholder is to be given as
consideration for share used or converted as business premises by the
company.
5. The company is to be incorporated at the Corporate Affairs Commission
(CAC) with a minimum share capital of N10, 000,000 (Ten Million Naira) into
10,000,000 divided into ordinary share of N 1.00 Each.
6. The Parties are to contribute towards the funding of the company.
7. The 10,000,000 share of the company is divided into the following ratio
among the first, second and third shareholder who shall be the subscribers of
the Memorandum of Association of the company:
(a) Ngowari Solomon = 5,000,000 SHARES

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(b) Tonia Samuel = 2,000,000 SHARES

(c) Osisogu Ayo = 3,000,000 SHARES

Confidentiality
The First, second and Third Shareholder to this agreement have agreed to
maintain confidentiality with respect to details of this shareholder’s agreement,
the object of the proposed company, the trade secret and patent right of the
shareholders.

IN WITNESS OF WHICH WE EXECUTE THIS AGREEMENT IN THE MANNER

BELOW THE DAY AND YEAR FIRST ABOVE WRITTEN

Signed and Delivered by:

Ngowari Solomon ______________________ First Shareholder
Tonia Samuel ______________________ Second Shareholder
Osisogu Ayo ______________________ Third Shareholder

In the presence of:

Name:
Address:
Occupation:
Signature:

Memorandum of Understanding

A memorandum of understanding is a formal agreement entered into between

two or more parties or companies to establish official partnerships.
Contents
1. Commencement
2. Parties
3. Recital
4. Nature/purpose
5. Contribution
6. Obligation of parties
7. Time frame
8. Confidentiality
9. Indemnity

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10. Liabilities
11. Breach of agreement
12. Competition
13. Dispute resolution mechanism
14. Amendment of agreement
15. Termination

Sample Draft of Memorandum of Understanding

MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING is made on this 6th day of
January, 2021
BETWEEN
National Institute of Agricultural Extension Management (MANAGE), a statutory
body, having its office at No 1 Buhari Street, Garki Abuja which expression shall
include authorized representative of the first part
AND
Eyeke Training Centre Ltd, a company incorporated under the Companies and
Allied Matters Act, having its Office at No 32 Abacha Street Maitama, Abuja
(Training Centre) represented by its authorized representative of the second part.

THIS MEMORANDUM OF UNDERSTANDING WITNESSES AS FOLLOWS:

The Training Centre is desirous of undertaking a joint project for the training and
handholding component of the said Scheme with MANAGE, the two parties to
this Memorandum of Understanding, with the intention of both being legally
bound and accepting the following terms and conditions:
Coordination and Contact Points
1. MANAGE for coordination on broad policy issues and matters related to
centralized operations.
2. Training Centre for all operational matters which includes training,
handholding component as per MANAGE guidelines.
Responsibilities of the Training Centre
The Training Centre shall;
1. Organize training and handholding activities under the Agri-Clinics and Agri-
Business Centres Scheme as per the MANAGE guidelines.

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2. Ascertain for itself the financial viability of the project and shall fund all cost
over runs, if any;
3. Not make any financial commitment on behalf of MANAGE, nor shall take
loans or create any other financial liability binding MANAGE under this
agreement;
4. Conduct no such parallel activity which may be prejudicial to the interests of
the said Scheme, or MANAGE;
5. Maintain records of the trainees and their regular attendance, and share them
with MANAGE; and
6. Register candidates for organizing training programmes
Responsibilities of MANAGE:
The MANAGE shall:
1. Develop and provide broad course outline to the Training Centre.
2. Provide list of trainees allotted to each Training Centre or be entitled to ask
training institute to generate applications.
3. Provide norms and guidelines wherever necessary;
4. Provide lump-sum grant to the Training Centres on per trainee basis at the
rates fixed by Scheme guidelines.
5. Be responsible for the logistics and operational aspects of the training
component of the said Scheme; and
6. Provide timely clarifications regarding Academic Inputs and any other
necessary information to the Training Centre.

Indemnity
The Training Centre hereby agrees jointly and severally to indemnify MANAGE,
their representatives, administrators and properties from and against all action,
demands, proceedings,
Prosecutions, attachments, and the like arising out of its liabilities and all
charges, taxes, etc.

Liabilities
MANAGE shall not, however, be liable for:
1. Any payments of claims by employees of the Training Centre
2. Discharging any financial commitments made by Training Centre.
3. Any suit on account of demands for infringement of copyright and
4. Other laws by the Training Centre which have no nexus with the object of the
MoU being entered into.

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5. The Training Centre shall ensure that all its software is legal. MANAGE shall
not be responsible in any way for any liabilities arising out of use of pirated
software.
Breach of Agreement
MANAGE shall have the right to terminate the agreement with the Training
Centre, in case the Training Centre either fails to provide the services
successfully as mentioned in the agreement, or violates any of the clause
mentioned in the MOU, or exploits the students or misuses the partnership with
MANAGE in any way.
Amendment to the Agreement
The obligation of the Training Centre and MANAGE have been outlined in this
agreement. However, during the operation of the agreement, circumstances may
arise which call for alteration or modifications of this Agreement. These
modifications/alterations will be mutually discussed and agreed upon in writing.
Period of Validity
This agreement shall be initially valid for one year from the date of signing the
agreement and to be renewed subsequently by mutual consent of both the
parties.
Arbitration
Any dispute arising with regard to any aspect of this Agreement shall be settled
through mutual consultations and agreements by the parties to the Agreement.

IN WITNESS OF WHICH THE PARTIES HAVE EXECUTED THIS AGREEMENT

THE DAY AND YEAR FIRST ABOVE MENTIONED

The common seal of National Institute of Agricultural Extension Management

was affixed to this understanding in the presence of:

…………………… ……………………..
Director Secretary

The common seal of Eyeke Training Centre Ltd. was affixed to this
understanding in the presence of:

…………………… ……………………..
Director Secretary

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Week 8
FOREIGN PARTICIPATION IN BUSINESS IN NIGERIA
This relates to the question of whether and to what extent a foreign national, or
alien can participate in business in Nigeria. Section 567 of CAMA defines an
alien as a person or association, whether corporate or incorporated, other than a
Nigerian citizen or association. Section 20(4) of CAMA provides: “subject to the
provisions of any enactment regulating the rights and capacity of aliens to
participate or undertake in trade or business, an alien or a foreign company may
join in forming of a company”. Section 17 of Nigerian Investment Promotion
Commission (NIPC) provides that a non-Nigerian whether company or individual
may invest and participate in the operation of any enterprise in Nigeria except
those in the negative list. Regulation 26 Companies Regulations provides that
a foreign national may hold 100% equity in business enterprise and undertake
any type of business except those in the negative list.
It is clear from the above provisions that a foreigner is allowed to participate in
business in Nigeria but subject to some enactments. An alien (foreigner) may
choose to register a business name as a sole proprietor (or partnership), he may
wish to incorporate a company with other aliens or Nigerians, and he may wish to
buy shares into an existing company.

CHECKLIST OF LEGAL FRAMEWORK & REGULATORY AUTHORITIES ON

FOREIGN PARTICIPATION IN NIGERIA
ENABLING LAW REGULATORY PERMIT/APPROVAL/FUNCTION
AGENCY S

1 Companies and Corporate Incorporation of Nigerian (formation

Allied Matters Act Affairs and registration of companies)
(CAMA) Commission Companies for FDI and companies
(CAC) without exemption

2 Nigerian Nigerian
Investment Investments Regulates & promotes investment
Promotion Promotion activities. Showcases investment
Commission Act Commission opportunities in Nigeria and how to
invest in all sectors of the country.
(NIPCA) (NIPC), One-
Registers a foreign company after
stop Investment
incorporation in Nigeria and before
Centre is
start of business –Section 17
housed at NIPC
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3 Investment Securities & Regulates the registration of

Securities Act Exchange securities, records of FPI and FDI-
(ISA) 2007 Commission Section 8, regulation of capital
(SEC) market

4 Immigration Act Nigerian Regulates the entry of aliens into the

2010 Immigration country. Supervises and grants visa,
Service (NIS) Business Permits, Residence
permits, expatriate quota and work
permit- Section 8

5 National Office for National Office Registration of technology transfer

Technology for Technology from foreigners to their partners in
Acquisition Acquisition & Nigeria. Gives Certificate of Approval
Promotion Act Promotion
(NOTAPA) 1994 (NOTAP)
6 Foreign Exchange Central Bank of *Regulates capital importation
(Monitoring & Nigeria (CBN) through an authorised dealer to do
Miscellaneous business legitimately without flouting
Provisions) Act the Money Laundering laws.
*Licenses authorised capital dealer,
(FEMMPA)
minimum share capital and how
regularly to renew your licence.
*Issues Certificate of Capital
Importation

7 Customs & Excise Board of Regulates importation and

Management Act Customs exportation of goods. Imposes
import & export duties

8 Federal High Federal High Resolution of disputes arising from

Court Act Court company matters

9 Industrial Ministry of *Provides incentives and reliefs for

Inspectorate Act Trade & those investing in the manufacturing
Investment sector.
*Supervises activities of
manufacturing industries in Nigeria
that wishes to incur capital
expenditure – issues Certificate of
Acceptance

10 Companies *Federal Inland Regulates the taxation of company

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Income Tax Act Revenue Board operating in Nigeria.

(CITA) (This is the main
body set up by
the law) Located in the ministry of Finance.
*Federal Inland
Revenue Service
(FIRS) (Operative
arm which
collects the taxes
from companies)
11 Stamp Duties Act Federal Inland Prescribes the quantum of duties or
Revenue taxes to be paid before registering
Service certain document for incorporation
(Memo & Art)

12 Constitution of Administered by Regulates every activity. Section

Federal Republic all the court in 44(1): Prohibition of compulsory
of Nigeria 1999 Nigeria acquisition without prompt
(as amended) compensation. And the protection of
the right to own property (whether a
Nigerian or alien). Companies
incorporated in Nigeria are Nigerian
corporate citizens (Shell: a dual
corporate citizen)

13 Land Use Act Regulates the allocation of lands for

(1978) commercial purposes in Nigeria to let
you know that there is no absolute
ownership of land and land can be
taken over for overriding public
purposes

14 National Insurance National Guides the insurance activities of

Commission Act Insurance companies
Commission
(NICOM)
15 Banks and other Central Bank of Regulates Banking activities of
Financial Institutions Nigeria companies
Act 1991 (as
amended)

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Sample Draft of Application Letter for Exemption

EYEKE KENNETH AND CO

Legal Practitioners, Solicitors and Arbitrators
No 38 Abeokuta Street, Area 8, Garki, Abuja
Phone: 08102959631 Email: Kennethsamuel18@gmail.com
Our Ref:___________________ Your Ref:____________
6th January, 2021
The President
Federal Republic of Nigeria
Through:
The Secretary
Government of the Federation of Nigeria

Dear Sir,

APPLICATION FOR EXEMPTION FROM REGISTRATION AS A

NIGERIAN COMPANY PURSUANT TO SECTION 56(1) COMPANIES AND
ALLIED MATTERS ACT CAP C20 LAWS OF THE FEDERATION OF NIGERIA,
2004

We, the solicitors, are writing on behalf of German Construction Incorporated.

We are applying for an exemption for German Construction Inc, from
incorporation as a Nigerian company, a company duly registered under the
Germany law and carrying on the business of building and construction of
hydroelectric dams. This exemption is brought pursuant to Section 56(1) CAMA,
the company having been invited to Nigeria with the approval of the Federal
Government of Nigeria to build an ultra-modern hydroelectric dam on Tiga River,
Bagauda, Kano State.

German Construction Incorporated is the parent company registered under the

laws of Germany with registration number GA/20X1/113 and its registered
address as No G5 Kottenforest Road, Berlin, Germany. In Nigeria, Germany
Construction will operate as German Construction Nigeria Incorporated for the
purposes of carrying out this project aforementioned. The managing director of
the company will be Mr Ludwig Moritz of No Y5 Mario, Berlin, Germany, and the
company secretary is Ms Eva Ki of No 23 Classical, Berlin, Germany. Mr

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JideIbrahimof No 5MSH, Maimi Market, Bagauda, Kano State is the other

director of the company and he is authorised to accept services of any notice on
the company.

German Construction Nigeria Incorporated intends to complete the hydroelectric

dam within a year of commencement of the project. The estimated start date of
the project is 1st February 2021 and therefore the company should have finished
the project by 31st January 2022. A certified copy of the memorandum of
association and articles of association of German Construction Incorporated
including a certified translation of these documents are attached to this letter. In
addition, the particulars of similar hydroelectric dams built in South Korea, China
and Taiwan are attached to document as well as Two Japanese National awards
won by Honda Japan International for its impressive work in hydroelectricity

Thank you for your consideration.

Yours faithfully

..........................................
Eyeke Kenneth Samuel
FOR: Eyeke Kenneth & Co

ENCLS:
1. A certified copy of the Memorandum of Association and Articles of
Association of GERMAN CONSTRUCTION INCORPORATED including a
certified translation of these documents.
2. Particulars of the hydroelectric dams built in South Korea, China and Taiwan.
3. Certified True Copies of the National awards won for the leading work done
by GERMAN CONSTRUCTION INCORPORATED in hydroelectricity.

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Sample Draft of Application Letter for Reliefs/Approvals to NIPC

EYEKE KENNETH AND CO
Legal Practitioners, Solicitors and Arbitrators
No 38 Abeokuta Street, Area 8, Garki, Abuja
Phone: 08102959631 Email: Kennethsamuel18@gmail.com
Our Ref:___________________ Your Ref:____________
6th January, 2021

The Director General

Nigerian Investment and Promotion Commission
Maitaima,
Abuja

Dear Sir,
APPLICATION FOR RELIEFS/APPROVALS FOR GOLD PALMS LTD
We write as solicitors of Gold Palms Ltd (“our client”) on whose instructions we
make this application. Our client is a private company limited by shares with RC
NO: 34435 with registered office at No 5 XYZ lane, Benin City, Edo state
incorporated under Companies and allied matters act, cap C20 LFN 2004

Two aliens, Mr Abdullah Ibn Seikh and Mr Abubakri Amin are undertaking
different values of share capital in the company. Mr Abdullah Ibn Seikh seeks to
bring in 100,000 Euros as a loan from a Malaysian bank to expand the
company’s capital base.

We therefore apply for the following reliefs;

1. Rural investment allowance under CITA, CAP C21, LFN 2004.
2. Repatriation of capital through an authorised dealer
3. Tax relief of interest on foreign loans

Yours faithfully,
Eyeke Kenneth Esq
FOR: Eyeke Kenneth & Co

NOTE-we may be asked to draft a letter seeking approvals from any of the
organisation

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LAGOS CAMPUS
WEEK 8 TASK ON FOREIGN PARTICIPATION IN NIGERIAN BUSINESS
SECTOR
NOTE- Pioneer Status Incentive Regulations 2014 & August 2019
Corporate Law Bar Exam Question Paper
CASE STUDY 1
The Federal Government of Nigeria (“FGN”) has decided to construct rail lines
that will link the several States in the country together. The new rail lines are
expected to make the movement of cargo trains possible. The FGN is also very
optimistic that the development of the railways in Nigeria would create thousands
of jobs for young people in all the geo-political zones and consequently
contribute to the growth of the Nigerian economy.
Meanwhile, the people in Lagos and its environs are hoping that the FGN Rail
project will help to reduce the congestion of trucks in the Apapa Port, and
consequently ease the vehicular traffic in the Apapa area and Lagos in general.
The FGN has just announced that the contract for the Rail Project which is
billed for completion in 2027 has been awarded to Greater China Rail
Concession Company Inc. (GCRCC).
Answer the following questions:
1. Advise GCRCC on whether it qualifies for exemption from registration as a
Nigerian company under CAMA in respect of the Rail Nigeria project?
Assuming it qualifies, draft the letter for exemption.
2. Outline the assurances relating to foreign investment in Nigeria that are
available to GCRCC under the NIPC Act.
3. Assuming GCRCC leased its heavy duty equipment to Bazuka Nigeria Ltd
(‘Bazuka’) in 2017, but Bazuka failed to return them in good condition.
GCRCC has been threatening to bring an action against Bazuka for breach
of contract. Meanwhile, Bazuka maintains that the contract of lease is illegal
and unenforceable in the light of GCRCC’s unregistered status in Nigeria.
Advice GCRCC on the possibility of successfully maintaining an action
against Bazuka.
4. Assuming that in light of the recently released World Bank Ease of Doing
Business Report which showed that Nigeria is one of the top twenty
countries that have improved ratings in the World Bank Index, GCRCC is
now desirous of establishing a Nigerian company; and has decided to

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incorporate GCRCC Nigeria Ltd. The object of the company is to do the

business of manufacturing of office machinery and equipment including
agricultural and forestry machinery:
a. List the main categories of companies designated under the Pioneer
List for Pioneer Status Incentive (PSI);
b. Advise the company on whether it qualifies for Pioneer Status in
Nigeria;
c. Outline the Procedure for applying for Pioneer Status.
5. Assuming GCRCC International intends to invest Fifty Million dollars (USD
50,000,000) in the setting up of the Nigerian company; send some of its
Chinese engineers to work in Nigeria, alongside British managers; and also
obtain a franchise from a company in Germany for the production of some
of its machines:
a. In a tabular form, list the various regulatory agencies, applicable laws,
and certificates/documents/Permits to be obtained from the regulatory
agencies (if any) in the course of setting up the Nigerian company;
b. Outline the incentives (if any) that may be available to the company
under the Law.
6. Mention various official channels available for GCRCC Nigeria Ltd to bring
in capital for utilization in its business in Nigeria and the incentives/benefits
available in respect of the channels of capital importation?
7. Advise GCRCC Nigeria Ltd on the current position of the law as regards
Certificates of Capital Importation and the benefits of this new regime as
opposed to the old one.
8. State the investment incentives and reliefs that may be enjoyed by
companies registered in Nigeria in the following scenarios:
i. A Hotel resort set up in a semi-rural riverine area where there are prospects of large
scale fishing activities.
ii. A company which has incurred expenditure on its building and plant equipment on
an approved manufacturing activity. The company is located 25 kilometres away
from facilities provided by the government. The company is also engaged in exports
to neighbouring countries; and has imported some of its raw materials.
iii. A company which is engaged in export activities in an Export Processing Zone.
iv. A company which has obtained a loan from the Bank of America, to the tune of Five
million dollars (USD 5,000,000).
CASE STUDY 2
Question 1- August 2019 Bar Examination on Corporate Law Practice.

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WEEK 9
POST INCORPORATION MATTERS
PRELIMINARY STEPS BEFORE COMMENCEMENT OF BUSINESS
These involve matters which a company must put into consideration before
commencing business. This would broadly include publication of name, statutory
books and statement of affairs
CORPORATE SEARCHES
Corporate search is relevant because documents required to be filed at the CAC
are regarded as public documents which are opened to the public assessment.
Anyone can do a search on a company in any of the state offices of CAC and its
headquarters. Depending on what the search report will be used for, the following
are the items to look out for in corporate searches:
1. Company’s register/due incorporation of the company
2. Memorandum and articles of association of the company, the object clause,
restriction clause and liability of member’s status.
3. Statement of share capital
4. Particulars of directors - who are in control of the company
5. Annual returns of the company
Procedure for Conducting Corporate Searches
1. Obtain CAC prescribed form for search or formally apply to the Registrar
General CAC for search.
2. Payment of search and certified true copy prescribed fees. Any document
which the person would need is to be certified by CAC, being the issuing
authority.
3. Conduct the search and obtain certified true copy of relevant document.
4. Evidence of payment of annual return up to date is required to obtain CTC.
5. Preparation of search report and attach the certified true copy of the relevant
documents. The search report should be accompanied by a covering letter.

Contents of a Search Report

1. Clients name and address
2. Date of search
3. Place of search
4. Name of company
5. Registered Certificate Number (RC No.)
6. Date of Incorporation of the company
7. Object of the company
8. Directors of the company
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9. Company share capital

10. Change in the registered particulars (such as alteration, conversion or registration)
11. Encumbrance (Charge/Debenture)
12. Pending litigation
13. Annual returns
14. Final remark/comment

Sample Draft of an Application for Search, Covering Letter and Search Report

Application for Search

EYEKE KENNETH AND CO

Legal Practitioners, Solicitors and Arbitrators
No 38 Abeokuta Street, Area 8, Garki, Abuja
Phone: 08102959631 Email: Kennethsamuel18@gmail.com
Our Ref:___________________ Your Ref:____________
6th January, 2021
The Registrar-General,
Corporate Affairs Commission,
No 1 Garki Road,
Maitama,
Abuja.

Dear Sir,
APPLICATION TO CONDUCT SEARCH ON ZEK AGRICULTURAL
INVESTMENT LIMITED WITH REGISTERED CERTIFICATE NO. 1350
We are the external Solicitors of Access Bank Plc. Ikeja Branch Lagos, which we
will refer to as ‘our client’.
It is our client’s instructions that we carry out a search on ZEK Agricultural
Investment Limited with RC No. 1350.
We specifically request that the following documents be made available to us
namely:
1. The Memorandum and Articles of Association
2. Particulars of Directors
3. Particulars of Charges and Debentures
4. Statement of the authorized Share Capital and Return of Allotment- Form
CAC 2

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DRAFTS ON CORPORATE LAW PRACTICE

Please find attached the following receipts to aid your kind consideration of our
application.
1. Receipt of payment of search fees
2. Receipt of payment for the certified true copies of the documents so
requested
3. Copy of the receipt of payment of Annual Returns for the year 2020

Thank you for your prompt consideration.

Yours faithfully,
(Signature)
Eyeke Kenneth Esq
For: EYEKE KENNETH&CO

Covering/Forwarding Letter

EYEKE KENNETH AND CO

Legal Practitioners, Solicitors and Arbitrators
No 38 Abeokuta Street, Area 8, Garki, Abuja
Phone: 08102959631 Email: Kennethsamuel18@gmail.com
Our Ref:___________________ Your Ref:____________
6thJanuary, 2021

Mr. Otache Shaibu O.

The Secretary/Legal Adviser
Access Bank Plc,
11, Oye Street,
Lagos State.

Dear Sir,

RE: CORPORATE SEARCH REPORT OF ZEK AGRICULTURAL

INVESTMENT LIMITED

We refer to the above subject matter.

We are glad to inform you that a corporate search has been carried out on ZEK
Agricultural Investments Limited. Attached to this letter is the search report.

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Thank you.

Yours faithfully,

....................................
Eyeke Kenneth Esq
For: EYEKE KENNETH& CO

ENCLOSED
1. A copy of the search report
2. CTC of Certificate of Incorporation
3. CTC of Statement of authorised share capital
4. CTC of particulars of directors

Search Report

EYEKE KENNETH AND CO

Legal Practitioners, Solicitors and Arbitrators
No 38 Abeokuta Street, Area 8, Garki, Abuja
Phone: 08102959631 Email: Kennethsamuel18@gmail.com
Our Ref:___________________ Your Ref:____________
6thJanuary, 2021

Mr. Otache Shaibu O.

The Secretary/Legal Adviser
Access Bank Plc,
11, Oye Street,
Lagos State.

Dear Sir,

RE: SEARCH REPORT ON ZEK AGRICULTURAL INVESTMENT LIMITED

Sequel to your instruction dated the 10 day of April 2012 on the above subject
matter, we are pleased to inform you that we have carried out the search as
instructed.
Below is the Search Report:

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DRAFTS ON CORPORATE LAW PRACTICE

1. Date of search: 9th January, 2021

2. Place of search: Corporate Affairs Commission
3. Name of company: on ZEK Agricultural Investments Limited
4. RC Number: No 828
5. Registered offices: No 5, Ahmadu Way, Victoria Island, Lagos.
6. Date of incorporation: 17th June, 2018
7. Business/object: Agricultural Investment Promotion
8. Directors: Mr. --------------, Mrs. --------------, Mr.-----------------
9. Share capital: N2, 000, 000 divided into 2,000,000 ordinary shares of N1
each
10. Encumbrance: NIL
11. Change in registered particulars: NIL
12. Pending litigation: NIL
13. Annual Return: The annual return of the Tropical Investment Limited is up to
date.
14. Remark: Premier Bank Plc can go ahead with view to banking with Tropical
Investment Limited.

Dated this 9th day of January, 2021

Yours faithfully

.......................................
Eyeke Kenneth Esq.
No 98, Bukola Akinola Street
Victoria Island
Lagos

ALTERATION OF REGISTERED DOCUMENTS

Alteration of Memorandum of Association

Since memorandum forms the principal document of a company, a company may
not alter the provisions in its memorandum except in the cases and in the
manner and to the extent for which express provision is made in this Act –
Section 44(1) CAMA. The provisions that can be altered are as follows:
1. Name of the company – Section 45(1) CAMA
2. The business or object of the company – Section 45(2) CAMA

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3. Restriction on the powers of the company (contained in the Articles of

Association) –Section 45(3) CAMA
4. The share capital of the company –Section 45(4) CAMA
5. Any other provisions/conditions which are required by Section 27 CAMA - in
accordance with Section 46 and subject to Section 49 CAMA.

Sample Draft of Application Letter for Change of Name

EYEKE KENNETH AND CO
Legal Practitioners, Solicitors and Arbitrators
No 38 Abeokuta Street, Area 8, Garki, Abuja
Phone: 08102959631 Email: Kennethsamuel18@gmail.com
Our Ref:___________________ Your Ref:____________
6th January, 2021
The Registrar-General,
Corporate Affairs Commission,
No 1 Garki Road,
Maitama,
Abuja.

Dear Sir,

APPLICATION FOR CONSENT TO USE THE NAME: WESTGATE BANK

HOLDING PLC PURSUANT TO SECTION 30(2) CAMA AND REGULATION 20
OF THE COMPANIES REGULATIONS 2012

We write to you in respect of the above subject matter.

In line with the revised regulatory framework of the Central Bank of Nigeria,
abolishing universal banking, companies under the existing scheme can only
operate under a Holding Company Structure. Our client has complied with the
directive and now wishes to incorporate a new Holding Company, to be named
Nancwat Bank Plc.
Please note that in fulfilment of the requirements, the proposed Holding company
has two subsidiary companies – CundySmith Insurance Ltd and Kenneth Okwor
Capital Investment Ltd. the Certificates of incorporation of the subsidiary
companies are attached. We have also provided the following document:

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1. A statement by majority of the directors of the proposed “Holding” Company

that the company shall acquire more than half in nominal value of the share
capital of each of the subsidiaries within 90 days of its incorporation,
2. Updated annual returns of subsidiary companies, and
3. Updated Section 553, CAMA filing by the subsidiary companies which are
insurance and finance companies.
We undertake to pay the requisite fees.

Yours faithfully,
Eyeke Kenneth Esq
Legal Adviser

Sample Draft of Special Resolution for Change of Name

PLUTO NIGERIA LIMITED
NO. 33 PORT HARCOURT ROAD
ABA, ABIA STATE (RC NO: 4011)
Tel No.+2348024569876 Email: plutonigeria@gmail.com
OUR REF.: __________________ DATE: __________________

SPECIAL RESOLUTION TO CHANGE NAME OF PLUTO NIGERIA LIMITED

PURSUANT TO SECTION 31 OF CAMA

At the Extra Ordinary Meeting of PLUTO NIGERIA LIMITED held on the 6th of
January, 2021 at Peju Hotel and Suite at No 73 Orji Road, Aba, Abia State, the
following resolution was proposed and duly passed:

1. That subject to the consent of the Corporate Affairs Commission, the name
of the Company PLUTO NIGERIA LIMITED be changed to PLUTO
PRINTING NIGERIA LIMITED
2. That the Company Secretary should take steps to comply with the
procedures to effect the proposed change of name with the Commission and
to apply for its consent. OR
(THAT the name of the company, PLUTO NIGERIA LIMITED, be and it is hereby
changed into PLUTO PRINTING NIGERIA LIMITED)

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DRAFTS ON CORPORATE LAW PRACTICE

Dated this 6th of January, 2021

……………………………………. …………………………………
DIRECTOR SECRETARY/DIRECTOR

Alterations of Share Capital

Section 45(4) CAMA provides that alteration shall be in accordance with Section
100-111 CAMA. Where a company alters its share capital, it shall within one
month give notice to CAC, specifying the alteration (kind).Alteration of a
company's shares can be done in any of the following ways:
 Increase of share capital - Section 102 CAMA
 Reduction/decrease of share capital – Section 106 CAMA
 Cancellation of unissued share capital –Section 100(1)(d) CAMA
 Consolidation of nominal value of units of share capital into larger amounts
 Subdivision of nominal value of units of share capital into smaller amounts
- Section 100(1)(c) CAMA
 Conversion and reconversion of paid up shares into stock - Section
100(1)(b) CAMA.
Note: the increase share capital takes effect upon complying with the conditions -
Section 103 CAMA.
Sample Draft of Resolution for Increasing Share Capital

PLUTO PRINTING NIGERIA LIMITED

NO. 33 PORT HARCOURT ROAD
ABA, ABIA STATE (RC NO: 4011)
Tel No.+2348024569876 Email: plutonigeria@gmail.com
OUR REF: __________________ DATE: __________________

SPECIAL RESOLUTION FOR THE INCREASE OF THE AUTHORISED SHARE

CAPITAL OF PLUTO PRINTING NIGERIA LIMITED PURSUANT TO SECTION
102 & 103 OF THE COMPANIES AND ALLIED MATTERS ACT 2004

At the 3rd Annual General Meeting of Pluto Printing Nigeria Ltd held on the 6th
day of January, 2021 at Metro View and Suite, Orji road, Aba, Abia State, it
was duly proposed and resolved as follows:
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“That the Company’s share capital be increased from N5, 000,000.00 to N15,
000,000.00 shares by the creation of additional N10, 000,000.00 shares divided
into 10,000,000 ordinary shares of N1.00 each. The shares so created are to
rank in paripasu with the existing shares of the Company.”

Dated the 6th day of January, 2021

____________________ _________________
Director Secretary/Director

Since this resolution is to be filed within 15 days of passing it, date should be left
blank until filing - Section 102(2) CAMA.

Reduction/Decrease of Share Capital:The general rule is that a company

having a share capital shall not reduce its issued share capital except as
authorised by CAMA - Section 105(1) CAMA. There are three ways in which a
company may reduce its share capital -
(a) Extinguish or reduce the liability of any of its shares in respect of share
capital not paid up
(b) Cancel any paid up share capital which is lost or unrepresented by
available assets
(c) Pay off any paid up share capital which is in excess of the company's
wants - Section 106(2) CAMA.
Note reduction of share capital can only be done by special resolution –
Section 106(1) CAMA.
The procedure for the reduction of share capital is as follows:
(a) The board proposes the resolution to reduce the share capital and
prepare scheme of reduction
(b) The board authorises the secretary to issue notice to members and those
entitled to attend general meeting. Notice of general meeting should be
accompanied by explanatory circular and scheme of reduction.
(c) The company at general meeting passes special resolution reducing the
share capital. Deliver special resolution within 15 days to CAC.
(d) Application to the FHC to confirm the resolution for reduction - Section
107 CAMAand minutes of company's meeting passing the special
resolution.
(e) Delivery at the CAC, the following documents - Regulation 30
Companies Regulation 2012

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a) Special resolution for reduction in share capital

b) Certified true copy of court order sanctioning the reduction of share
capital
c) Evidence of publication of notice of reduction of share capital if so
directed by court
d) Court-approved minutes of meeting of company stated as altered
e) Duly stamped memorandum and articles of association reflecting
reduced share capital
f) Evidence of updated annual returns
g) Updated section 553 filing where applicable
h) Evidence of payment of FRC, annual dues and payment of fees
(f) Obtain certificate of registration of the order and minutes from CAC and
annex the order to the MEMOART.

Sample Draft of Reduction of Share Capital

PLUTO PRINTING NIGERIA LIMITED

NO. 33 PORT HARCOURT ROAD
ABA, ABIA STATE (RC NO: 4011)
OUR REF.: __________________ DATE: __________________

SPECIAL RESOLUTION FOR THE REDUCTION OF THE AUTHORISED

SHARE CAPITAL OF PLUTO PRINTING NIGERIA LIMITED PURSUANT TO
SECTION 106 OF THE COMPANIES AND ALLIED MATTERS ACT 2004

At the 3rd Annual General Meeting of above named company held on the 6th day
of January, 2021 at Metro View and Suite, Orji road, Aba, Abia State; it was duly
proposed and resolved as follows:
"That the authorised share capital of the company of N50,000,000 divided into
50,000,000 ordinary shares of N1 each, should be cancelled byN20,000,000 of
20,000,000 ordinary shares being unrepresented by available assets thereby
leaving N30, 000,000 divided into 30,000,000 ordinary shares of N1 each".

Dated this 6th day of January, 2021

___________ ___________
Director Secretary

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Sample Draft of Application for Re-registration

PLUTO NIGERIA LIMITED
NO. 33 PORT HARCOURT ROAD, ABA
ABIA STATE
RC NO: 4021
OUR REF.: __________________ DATE: __________________
To:
The Registrar-General,
Corporate Affairs Commission,
Opposite Gowon House
Maitama, Abuja.
Sir,
APPLICATION TO RE-REGISTER PLUTO NIGERIA LIMITED RC NO. 4021 AS A
PUBLIC COMPANY PURSUANT TO SECTION 50 OF THE COMPANIES AND
ALLIEDMATTERS ACT 2004
We, the members of the above named Company, have passed a Special
Resolution to change the above named Company to PLUTO NIGERIA PLC.
dated the 6th day of January 2021
Please find attached the following documents for your consideration:
1. Copy of the Special Resolution
2. Altered copies of the Memorandum and Articles of Association duly stamped
3. A written Statement by a Director and Secretary that up to 25% of its shares
have been issued
4. Statutory Declaration by a Director and Secretary that a special Resolution
was duly passed
5. Copy of the balance sheet of not more than 6 months’ period of the
Company
6. Copy of the Prospectus (or statement in lieu of it)
7. Original Certificate of Incorporation for cancellation
8. Receipt of payment of filling fees
9. Annual Returns

Thanks for your consideration.

Yours faithfully,

_______________________ _____________________
Secretary Director

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Change of Business Name, Proprietor’s Name, Nature of Business and

Address
A business name registered under part B can change its nature of business
name or address or change of proprietor(s). Regulation 56-59 Companies
Regulationsprovides for the requirement.
1. Change of Business Name
(a) Form of approval of name
(b) Duly completed application form
(c) Duly completed form for change of business name
(d) Formal application stating reason for change of name
(e) Original certificate of registration and form for cancellation
(f) Updated annual returns
(g) Payment of filing fees
2. Change of Proprietor’s Name
(a) Duly completed application form
(b) Evidence of change of name
(c) Duly completed form for change of proprietor’s name
(d) Formal application for change of name
(e) Original certificate of registration and form for cancellation
(f) Form of identification where necessary
(g) Update annual returns
(h) Payment of filing fees
3. Change of Nature of Business
(a) Duly completed application form
(b) Duly completed form for change of nature of business
(c) Formal application and proficiency certificate where applicable.
(d) Original certificate of registration and form for cancellation
(e) Form of identification where necessary
(f) Update annual return
(g) Payment of filing fees
4. Change of Address of Business
(a) Duly completed application form
(b) Duly completed form for change of address
(c) Formal application for change of address
(d) Original certificate of registration and form for cancellation
(e) Form of identification where necessary
(f) Update annual return

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COUNCIL OF LEGAL EDUCATION

NIGERIAN LAW SCHOOL
CORPORATE LAW PRACTICE DEPARTMENT
TASK FOR WEEK 9- 2020----INDIVIDUAL ASSIGNMENT YOLA CAMPUS
TOPIC: PRELIMINARY MATTERS BEFORE COMMENCEMENT OF
BUSINESS AND POST-INCORPORATION MATTERS
LESSON OUTCOMES:
1. Identify the necessity and legal requirements for publication of Name, and
significance for distinction between corporate name and trade name.
2. Prepare a checklist of statutory books and their uses.
3. Identify the necessity and procedure for alteration of registered documents.
4. Prepare board and company resolutions and other relevant documents in
respect of the alteration of status of registered companies .
5. Prepare necessary documents relating to amendments/alteration of
registered documents.
6. Conduct corporate searches and prepare report.
7. Identify ethical issues arising in post-incorporation matters.
CONTENT
1. Checklist of relevant statutory books and preliminary steps before
commencing business.
2. Publication of name.
3. Corporate searches
4. Conversion of companies
5. Alteration of registered documents- types and procedures.
6. Ethical issues arising in post-incorporation matters.

QUESTION 1
In 2012, Mr. Uche Edmund and Mrs. Patricia Oke incorporated a rice
production company – Pat Ventures Ltd.The authorised share capital of the
company is N150,000,000 divided into 150,000,000 ordinary shares of N1 each.
The shares were fully subscribed and the members held 100,000,000 shares and
50,000,000 shares respectively. The company has been doing very well in
business and is now considered by the general public as the No. 1 producer of
Rice in the country. As a result of its business success, the company intends to
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venture into the production of cooking oil. This decision was taken at the meeting
of the Board of Directors which held on February 28, 2020. The following
decisions were also taken by the Board:

i) That the company’s name be changed to Pat Foods Limited.

ii) That the company be re-registered as a public company.
iii) That the object of the company be changed to the production of food
alone.
iv) That the company’s share capital be increased to Two Hundred and Fifty
Million Naira.
v) That the registered office of the company be changed from No. 2, Goodwill
Street, Opebi, Ikeja, Lagos to No. 5, Crest Avenue, Ikoyi, Lagos.

ANSWER THE FOLLOWING QUESTIONS:

a) Outline the steps which the company had to take before it commenced
business in 2012.
b) Draft the necessary Application Letter in respect of the company's proposed
Change of Name, and fill Form CAC 1 A.
c) Assuming four months after changing its name, the company discovers that
CAC has just approved the incorporation of another company with the name
Party Foods Limited. Advise the Board on the appropriate steps to take.
d) State the procedure to be followed in respect of the following post-
incorporation steps intended by the Board of Directors, and fill the appropriate
form (if any):
 The company’s change of status from Private to Public limited company
 Increase in share capital
e) (i) Suggest reasons why the company would want to change from a private to
public company;
(ii) Are there any possibilities of the company re-registering as a private
company;
(iii) Outline the prohibitions (if any) that exist under CAMA with regards to
re-registration and conversion.
f) List the statutory books which Pat Ventures Ltd is required by law to keep. Are
there additional statutory records which the company is required to keep now
that it is a public company.
g) Outline the documents required to be submitted to the CAC to effect the
following:

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(i) The company's alteration of its objects;

(ii) change of Registered Office.
h) Draft the Company’s resolution for increase in share capital, and fill the
appropriate post-incorporation Form.
i) Are there other ways by which the company may alter its share capital?.
j) Assuming the company allotted 50,000,000 ordinary shares of N1 each to
Edmund, Oke and Haruna at the ratio 5:3:2 respectively,
(i) State the procedure for the allotment;
(ii) Draft the appropriate Resolution;
(iii) Fill Form CAC 2 A.
i. Assuming you have been appointed by Express Bank to conduct a
search on the company-
ii. Draft a letter of Application to conduct the Search
iii. Prepare The Search Report
k) (i) Assuming the company has lost the CTC of its Memorandum and Articles
of Association, advise the company on how to get another CTC;
(ii) Would your answer be different if it is the Certificate of Incorporation that
is missing.
QUESTION 2
Emmanuel, Sunday and Jude are the Partners of ESJ Ventures which deals
mainly in the management of Solid Waste disposal in Lagos State. The trio
intends to expand their frontiers to the Eastern parts of Nigeria. To this end, they
have decided to:
a) Change the name of the firm to ‘Solid Waste Company’
b) Include Mr. Kennedy Okoro and Mrs. Adele Abibat as Partners of the firm
c) Change the Registered Office of the firm from No. 5, Cole Street, Abule-
Egba, Lagos to No. 1, Ozumba-Mbadiwe Street, Victoria Island, Lagos.

Advice the trio on the possibility of effectively executing their intentions and the
procedures involved.
QUESTION 3
Global Health Foundation, a Non-Governmental was registered in 2016. The
organisation recently received a Grant from WHO for the purpose of enlightening
people on how to prevent the spread of Corona Virus. The founding Trustees

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have decided to expand the scope of operations of the NGO through the
following changes:
a) Change of Objects
b) Change of Registered office
c) Addition of one or more Trustees
Advise the NGO on the procedure to be followed to carry-out the stated changes,
and the required documents.
YOLA 2
Alysa Nigeria Ltd was incorporated on the 12thday of May, 2001 with the sole aim
of running restaurant dealing in both local and intercontinental dishes. The
Company registered office is No 5 Adeola Hopewell Victoria Island Lagos and
had authorised share capital of N200,000.00 Only. The company’s Directors are
Mr Aina Badejo and Mrs Chinwe Buba. The directors met and agreed to expand
the scope of the company to include outdoor catering service and make it known
to the world by inviting members of the public to join the company.The Secretary
of the company Miss Beauty Uwa who is also a legal practitioner suggested that
the name of the company be changed to reflect the business of the company and
the suggestion was taken. On 19th June, 2019, the company approached Proper
bank Plc for a loan of N20,000,000.00 ( Twenty Million Naira) Only to execute the
dinner contract between her and the Nigerian Law School Lagos Campus.
Answer the following questions:
1. Identify the procedure for the change of the name of the company from Alysa
Nigeria Limited to Alysa Finger licking Cuisine.
2. Outline reason (s) for change of name of an existing company.
3. Before the change of the name of the company, there was a pending suit at
the Lagos State High Court between Alhaji Umar Alli for breach of contract for
the supply of confectioneries, with the aid authority comment on the propriety
or otherwise of the liability of the company in her new name.
4. Advice the company on the step to take in expanding the scope of the
company. Highlight any procedure if any on the step to take.
5. Assuming the company intend to retain the original name but want the
company to be known to the world and invite the members of the public to
join the company, identify step (s) to be taken to actualise her aim.
6. Assuming you are consulted as an external solicitor to Proper Bank Plc ,
Identify reasons for conducting search
7. Draft a comprehensive search report.

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Week 10
CORPORATE GOVERNANCE I:
LEGAL FRAMEWORK, CONCEPTS AND INTERNATIONAL BEST
PRACTICES IN CORPORATE GOVERNANCE
Corporate governance is the system by which companies are directed and
controlled. A system is a set of actors interacting within the framework of the law.
It protects the interests of major stakeholders in a corporation by ensuring that
adequate checks and balances are not just enshrined but complied with. Corporate
governance address issues of ethics, accountability, transparency, and disclosure.
Stakeholders of a corporation are: shareholders, directors, employees, customers,
vendors/suppliers, creditors and the community. In simple terms, corporate
governance involves the relationship between the company’s management, Board
of Directors, Shareholders, Stakeholders (employees, consumers, host community
and general public).

THE BASIS FOR CORPORATE GOVERNANCE

•It is aimed at building and strengthening the following:
i. Corporate transparency
ii. Accountability
iii. Credibility
iv. Integrity and
v. trust

Corporate governance is the system by which companies are directed and

controlled. A system is a set of actors interacting within the framework of the law.
It protects the interests of major stakeholders in a corporation by ensuring that
adequate checks and balances are not just enshrined but complied with.
Corporate governance address issues of ethics, accountability, transparency,
and disclosure. Stakeholders of a corporation are: shareholders, directors,
employees, customers, vendors/suppliers, creditors and the community. In
simple terms, corporate governance involves the relationship between the
company’s management, Board of Directors, Shareholders, Stakeholders
(employees, consumers, host community and general public).
Codes of Corporate Governance
1. Nigeria Code of Corporate Governance 2018 (FRCN Code)
2. SEC Code of Corporate Governance for Public Companies 2011 (SEC Code)
3. Code of Corporate Governance for Banks and Discount Houses 2014 (CBN
Code)
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4. Code of Corporate Governance for Insurance Industry 2009 (NAICOM Code)

5. Code of Corporate Governance for Pension Fund Administrators and Pension
Fund Managers (PENCOM Code)
6. Code of Corporate Governance for Telecommunication Industry (NCC Code)
Relevance of Corporate Governance
Corporate governance is set to achieve the following:
1. Good ethics and culture of business
2. Legitimate expectation of owners
3. Care for the interest of employees
4. Excellent relationship with consumers
5. Needs of the host community
Compliance with legal and regulatory requirements

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WEEK 10 ASSIGNMENT
Tantaloom (Nigeria) Plc was incorporated in October 2018. Later, it was as a listed
public company. Since incorporation however, it is yet to hold an AGM (Annual
General Meeting) or even a statutory meeting. As contained in the Memorandum
of Association, the objects of the company are as follows: Haulage, Warehousing,
production of palm kernel cake (PKC), Palm Kernel Oil (PKO) and Palm Kernel
Sludge (PKS).
Led by Mr. Onyemere Onuku, the Chairman and Chief Executive Officer, the
company has not kept a proper record of its substantial shareholders. There is also
no indication that an internal audit function has been established, even though an
annual report is ready to be filed on behalf of the company.
As a result, many shareholders are aggrieved with the way the affairs of the
company is being managed by the four-man Board of the company. Some have
also argued that the family ties between Mr. and Mrs. JaiyeOwopo, makes them
ineligible to serve on the Board of Tantaloom (Nigeria) Plc.

Answer the following questions:

1) List the codes of corporate governance applicable to the company and the
issuing authority for each code.
2) What are the applicable laws on corporate governance in the present
circumstance?
3) Assuming that Tantaloom (Nigeria) Plc is an insurance company, what
additional laws on corporate governance will apply?
4) Comment on the following:
(a) The absence of the internal audit function in the company; and
(b) The relevant time frame for holding the statutory meeting of the company.
5) What would be your answer in respect of the following matters:
(a) The propriety or otherwise, that Mr. and Mrs. Jaiye Owopo are ineligible to
serve on the company’s Board; and
(b) The composition of the entire Board of Tantaloom (Nigeria) Plc.

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Week 11
CORPORATE GOVERNANCE II
OFFICERS OF COMPANY (DIRECTORS AND SECRETARY)
Section 63 CAMA creates two organs of a company, namely the Board of
Directors and the General meeting. The Board has the general power of
management subject to the provisions of CAMA and the articles. The
circumstances under which the General meeting can exercise the powers of
management are listed under Section 63(5) CAMA. In addition to them, the
general meeting will exercise management powers if that power is conferred on it
by CAMA or the articles. The board is not bound to obey the instructions of the
general meeting.
Types of Directors of a Company
Executive Directors: They are full timed or salaried Directors who are appointed
to take charge of day to day running of Company affairs. They occupy dual status
as alter ego as well as employees of the Company.

Managing Directors are usually either appointed from among the Directors or
from the employees of the Company to oversee the management of the day to
day business of the Company. He is removed in pursuance to s. 262. CAMA.

Alternate Director: This is the Director who is appointed to take the position of
another Director in the event of absence and ceases to hold office whenever the
substantive Director ceases to hold office.

Life Director: This is a person appointed a director for life of the Company.
Section 255. CAMA. This means that he is not subject to the rotation of directors
but he is removable under Section 262. CAMA

Nominee or Representative Director: Where a Company is a Director in

another Company, the Company is obliged to appoint a nominee to represent it
in the Board for a fixed period. Section 231 &257(d). CAMA.

Shadow Director: This is a person who is not expressly made a director of a

Company but in accordance with whose directions the real directors of the
Company are accustomed to act. Section 245. CAMA.

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Non-Executive Directors: These are part-time directors who are not entitled to
remuneration but only reimbursement for their out of pocket expenses in carrying
out the Company affairs except otherwise provided in the Articles.

Casual Director: Where there is a vacancy arising out of death, resignation,

retirement, or the removal of a Director, the Board of Directors shall appoint new
persons to fill any such casual vacancy subject to approval by the members in
general meeting. Section 249(1)&(2). CAMA

Sample Draft of Ordinary Resolution to Appoint Director

RUBY FABRICS NIGERIA LTD

GENERAL IMPORTERS AND EXPORTERS
NO 5, Atiku Crescent, Abuja
Email: Rubyfabric@yahoo.comPhone: 08081516446
(RC No: 66345)
Our Ref: ______________________ Your Ref: __________________

ORDINARY RESOLUTION TO APPOINT MRS EKEH KLEMENTINA AS A

DIRECTOR OF RUBY FABRICS NIGERIA LTD PURSUANT TO SECTION 248
OF CAMA

At the 3rd Annual General Meeting of the Ruby Fabrics Nigeria Ltd (or use ‘the
above named company’) held on the 6th day of January, 2021, the following was
proposed and duly passed as an ordinary resolution:
“That Mrs Ekeh Klementina be and is hereby appointed to as a director of Ruby
bFabrics Nigeria limited.”

Dated this 6th day of January, 2021

_________________ ______________
Director Secretary

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SAMPLE DRAFTS
Nomination of First Directors, Secretary & Situation of the Registered
Office
EYEKE& SONS NIGERIA LIMITED
12 AZUGWU ROAD, ABAKALIKI
08102959631, Eyekekenneth@gmail.com
(RC No: 12345)
Our Ref: ____________________________Your Ref: _____________________
NOMINATION OF FIRST DIRECTORS, SECRETARY AND SITUATION OF
THE REGISTERED OFFICE OF THE COMPANY
WE, THE UNDERSIGNED, being the subscribers of the Memorandum of
Association of the above named company hereby:
1. State that the number of directors of the company shall be four
2. Appoint ourselves to be its first directors
3. Appoint Miss Ezekwesili Gemme to be its first secretary
4. State that its registered office shall be at 12 Azugwu Road, Abakaliki, Ebonyi
State.

Dated the 6th Day of January, 2021

SIGNED:
1. Chief Eyeke Kenneth-----------
2. Emediong Essien…………
3. Afolabi Samuel………………..

(OR)Draft of Instrument of Appointment of First Directors

That _______________(names) of ______________________(address) being

adults of less than 70 years of age, having been nominated, are hereby
appointed as first Directors of _________ (name of proposed Company), by the
subscribers to the Memorandum and Articles of Association of the within named
Company.
Dated This ____ Day of _________ 2021

____________________ ____________________
Subscriber Subscriber

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Appointment of New Directors

EYEKE & SONS NIGERIA LIMITED
12 AZUGWU ROAD, ABAKALIKI
08102959631, Eyekekennethsamuel@gmail.com
(RC No: 12345)
Our Ref: ________________________Your Ref: _____________________
Date..................
RESOLUTION OF EYEKE & SONSNIGERIA LIMITED TO APPOINT
DIRECTORS PURSUANT TO SECTION 248 OF THE COMPANIES AND
ALLIED-MATTERS ACT 2004
At the 2nd Annual General Meeting of the above named company held on the 15 th
day of November 2020 at the Company’s Board room, it was proposed and duly
resolved as follows:
1. That Mr. Lawrence Nnamdi be and is hereby appointed a director of the
company as an additional director.

2. That Mr. Jacob Ruby be and is hereby appointed a director of the company
filling up the vacancy created by the resignation of Mr Alioka Mathias as a
director.
DATED THE 4TH DAY OF DECEMBER, 2020

…………………… …………………
Mr. Emediong Essien Afolabi Samuel
Director Secretary

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Notice of Requisition to Remove a Director

To
The Secretary
Eyeke& sons Nigeria Limited
No. 66 Water Walks Road
Abakaliki-Ebonyi State.

Sir,

NOTICE OF REQUISITION TO REMOVE MR. LAWRENECE NNAMDI AS A

DIRECTOR OF THE COMPANY

TAKE NOTICE that I, Mr. Afolabi Samuel of the above address and a
shareholder holding not less than one-tenth (1/10) of the paid-up capital of the
company, intend at the next general meeting of the company to move a
Resolution that “Mr. Lawrenece Nnamdi, a director of the company, be removed
from his office as a director and that Ibrahim Musa be appointed a director in his
place”.

Yours faithfully,

...................................
Mr Afolabi Samuel
No. 66 Water Walks Road Abakaliki
6th January, 2021

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Resolution of a Company Removing Directors

EYEKE & SONS NIGERIA LIMITED
12 AZUGWU ROAD, ABAKALIKI
08102959631, Eyekekennethsamuel@gmail.com
(RC No: 12345)
Our Ref: _________________________Your Ref: ____________________
Date-----

RESOLUTION FOR THE REMOVAL OF MR. LAWRENCE NNAMDI AS A

DIRECTOR OF THE COMPANY PURSUANT TO SECTION 262 OF THE
COMPANIES AND ALLIED-MATTERS ACT 2004

At the Annual General Meeting of the company held on the 9 th day of December
2020 at the company Conference Room, it was duly proposed and resolved as
follows:
That Mr.Lawrence Nnamdi be, and he is hereby removed from office as a
director of the company and that Ibrahim Musa be, and he is hereby appointed
as a director of the company in his place to hold office only during such time that
Mr. Lawrence Nnamdi would have held office if he had not been removed.

DATED THE 9THDAY OF DECEMBER 2020

…………………… ………………………….
Director Secretary

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COMPANY SECRETARY
Every company shall have a secretary - Section 293(1) CAMA. Where there is
no company secretary, the acts of a secretary can be done by any of the
following persons – Section 293(2) CAMA:
1. Assistant or Deputy secretary; in their absence
2. Officer of the company authorised by the directors
When an act is to be done by a director and a secretary, it must be done by both
of them; else it would be invalid – Section 294 CAMA.
See Wimpey (Nig) Ltd versus Alhaji Balogun [1986].3 NWLR (part 28) 324,
Panorama Development (Guildford) Ltd versus Fidelis Furnishing Fabrics [1971]
2 QB 711; [1971] 2WLR 440; [1971] 3 All E.R. 16, Oke-Owo versus Migliore
(1979) 11 S.C 138;(1979) NSCC 210
A person can be a Director and Secretary at the same time but acts required to
be done by a Director and the Secretary must be done by two separate persons
(section 294).
PERSONS WHO CAN BE APPOINTED AS COMPANY SECRETARIES
Generally, qualification for company secretary is a person who has the requisite
knowledge and experience to discharge the functions of a secretary of a
company – Section 295 CAMA. However, for a public company, the following
are the persons that can be appointed:
1. Chartered secretaries or their firm – administrators
2. A legal practitioner within the meaning of Legal Practitioners Act or their firm
3. A member of ICAN or other bodies of accountant established by the Act of
National Assembly or their firm.
4. A person who held office of secretary of a company for at least 3 years of 5
years preceding his appointment –Section 295(a)-(e) CAMA.
5. Company or firm of Secretaries, Legal Practitioners or Accountants section
295.
A company’s secretary is appointed by the directors and may be removed by
them subject to provisions of CAMA – Section 296(1) CAMA.

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Resolution Appointing a Secretary

EYEKE & SONS NIGERIA LIMITED
12 AZUGWU ROAD, ABAKALIKI
08102959631, Eyekekennethsamuel@gmail.com
(RC No: 12345)
Our Ref: _________________________Your Ref: ____________________
Date-----

RESOLUTION OF THE BOARD OF DIRECTORS APPOINTING A

SECRETARY OF THE COMPANY PURSUANT TO SECTION 296 OF THE
COMPANIES AND ALLIED-MATTERS ACT 2004
At the Board of Directors meeting of the above named company held on the 10 th
day of December 2020 at the Board Conference Room of the company, it was
duly proposed and resolved as follows:
That Mr OwonikokoAbiodun, a chartered Secretary, be and is hereby appointed a
secretary of the company at a salary of N100,000.00 per annum, and that Mr.
Ibrahim Musa be authorised to sign on behalf of the company a Service Contract
for his engagement as approved by the Board.

DATED THE6thDAY OF JANUARY 2021

…………………… ………………………….
Director Director

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Notice of Board of Directors’ Intention to Remove a Secretary

EYEKE & SONS NIGERIA LIMITED

12 AZUGWU ROAD, ABAKALIKI
08102959631, Eyekekennethsamuel@gmail.com
(RC No: 12345)
Our Ref: _________________________Your Ref: ____________________
Date-----

To
Mr. OwonikokoAbiodun
No.15 Broad Street
Bariga Lagos State.

Sir,
NOTICE OF BORAD OF DIRECTORS’ INTENTION TO REMOVE YOU AS
THECOMPANY SECRETARY PURSUANT TO SECTION 296 OF THE
COMPANIES ANDALLIED-MATTERS ACT 2004
You are hereby given Notice of the Board’s intention to remove you as the
secretary of the company for failing to file statutory returns to the Corporate
Affairs Commission for a period of six months now.
You are given a period of seven (7) working days to make your defence or
alternatively to put in a Notice of your resignation to the Board.
Yours faithfully,

..............................
Chairman
By Order of the Board

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Week 12
CORPORATE GOVERNANCE III: MEMBERSHIP, MEETINGS AND
RESOLUTIONS

A member of a company is a person who owns at least one share or an interest

attracting voting rights (Ltd/Gte) in the company and whose name is on the
register of members of the company. See Section 79 of CAMA. Under Section
79(1)-(2) CAMAa member is defined as including two categories of persons
namely:
1. The subscribers to the MEMART of a company who are deemed to have
agreed to become members of the company and whose names, on
registration of the company, shall be in its register of members. See Section
79(1) of CAMAand
2. Every other person who subsequently agrees in writing to become a member
of a company and whose name is entered in its Register of Members. See
Section 79(2) of CAMA. Therefore, under this paragraph, there are two
cumulative conditions that must be satisfied before a person can become a
member of the company. They are (1) agreement in writing which may be
through allotment of shares, transfer of shares or transmission of shares, and
(2) entry of the name in the Register of Members.
In either case, where the company is one having a share capital, each
member must be a shareholder by holding at least one share. See Section
79(3) of CAMA.
NOTICE OF MEETINGS

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By Section 217(1) CAMA, the notice required for all types of general meetings
shall be twenty-one (21) days’ notice.
Contents of Notice
The notice of a meeting shall specify
1. Place, date and time of the meeting. See Section 218(1) CAMA.
2. General nature of business to be transacted there. Sufficient detail must be
given to enable those to whom it is given to decide whether to attend or not.
See Section 218(1) CAMA.
3. Terms of a Special Resolution if a special resolution is to be considered at
the meeting. See Section 218(1) CAMA.
4. Statement that the meeting is to transact the ordinary meeting of an AGM
shall be sufficient specification of the matters contained in section 214 if it is
an AGM. See Section 218(2) CAMA.
5. Notice of business to be transacted at the general meeting. See Section
218(3) CAMA.
6. Statement that the member has the right to appoint a proxy to attend and
vote instead of him, and the proxy needs not be a member of the company.
See Section 218(4) CAMA

SAMPLE DRAFTS
Notice of Court Ordered Meeting

IN THE FEDERAL HIGH COURT OF NIGERIA

HOLDEN AT LAGOS

SUIT NO: FHC/L/C/123/2020

IN THE MATTER OF AN APPLICATION UNDER SECTION 539 OF THE
COMPANIES AND ALLIED MATTERS ACT CAP C20 LAWS OF THE
FEDERATION OF NIGERIA, 2004
AND
IN THE MATTER OF EYEKE AND SONS NIGERIA LTD
IN RE: EYEKE AND SONS NIGERIA LTD-----------------------------------APPLICANT
COURT-ORDERED MEETING OF THE HOLDERS OF THE FULLY PAID
ORDINARY SHARES OF EYEKE AND SONS NIGERIA LTD

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NOTICE IS HEREBY GIVEN that by an Order of the FHC holden at Lagos (the
Court) dated the 4th day of January, 2021 made in the above matter, the Court
has directed that a meeting of the holders of the fully paid ordinary shares of
Eyeke and sons Nigeria Ltd (the Company) be convened for the purpose of
considering and if thought fit, approving (with or without modification), a propose
Scheme of Arrangement pursuant to Section 539 of the CAMA. The Scheme is
explained in detail in the Explanatory Statement on Pages 15 to 20 of the
Scheme Document.
The meeting will hold at the VinnnaHill Centre Main Hall at No 15 Orifite Street,
Victoria Island, Lagos State, Nigeria on Sunday the 6th day of January, 2021 at
11am at which place the above mentioned shareholders are requested to attend.
The following resolutions will be proposed and if thought fit passed as special
resolutions at the meeting with or without modifications:
1. The holders of the fully paid ordinary shares hereby agree to surrender ten
(10%) percent of their fully paid ordinary shares to the preference
shareholders who have agreed to take fully paid ordinary shares in lieu of
their dividend which is cumulative and in arrears, by way of a Scheme of
Arrangement and Compromise pursuant to section 539 CAMA.
2. The company be and is hereby authorised to effect the transfer of the
designated fully paid ordinary shares to the preference shareholders who
have agreed to take fully paid ordinary shares in lieu of their dividend which is
cumulative and in arrears, by way of a Scheme of Arrangement and
Compromise pursuant to section 539 CAMA.
By the said Order, the Court has appointed Mr Ibrahim Musa, a director of the
Company or failing him, Mr. Jacob Ruby, also a director of the company or failing
them both, any other director so appointed in their stead, to act as Chairman of
the meeting.
A member of the company entitled to attend and vote at the Meeting is entitled to
appoint a proxy to attend, speak and vote instead of that member. A proxy need
not be a member of the company.
Any member of the company entitled to attend and vote at the Meeting who is
unable to attend the meeting and who wish to be represented at the Meeting by
proxies, must complete and return the attached form of proxy in accordance with
the instructions contained in the form of proxy so as to be received by the
Company Secretary at the Registered Office of the Company at NO 12 Azugwu
Road, Abakaliki, not less than 48 hours before the date of the meeting.

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The Register of Members will be closed from 4th day of December, 2020 to 6th
day of December, 2020, both dates inclusive, for the purpose of attendance at
the Court Ordered Meeting.

Dated this 4th day of January, 2021

_______________________
Chikere Chidera Esq
For: Templars
(Solicitors to Eyeke and Sons Nigeria Ltd)
9th Floor Fortune Towers,
Victoria Island
Lagos.

Notice of First Annual General Meeting

EYEKE & SONS NIGERIA LIMITED

12 AZUGWU ROAD, ABAKALIKI
08102959631, Eyekekennethsamual@gmail.com
(RC No: 12345)
Our Ref: _________________________Your Ref: ____________________
Date-----

NOTICE OF THE 1ST ANNUAL GENERAL MEETING PURSUANT TO

SECTION 213 OF COMPANIES AND ALLIED MATTERS ACT

NOTICE IS HEREBY GIVEN that the first annual general meeting of Eyeke &
Sons Nigeris Limited will be held at The Tchad Civic Centre, Abakaliki, Ebonyi
State on the 8th January, 2021 at 10:00am to transact the following business:
Ordinary Business
1. Appointment and fixing of the remuneration of the auditors
2. Appointment of the members of the audit committee
Special Business
1. Fixing the remuneration of Directors.
2. Increase in share capital
Proxies Attendance

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A member of the company is entitled to appoint a proxy to attend and vote

instead of him. A proxy need not be a member. A form of proxy is enclosed and if
it is to be valid or the purpose of the meeting, it must be completed, stamped and
deposited at the Registered office of the company at 12, Azugwu Road, Abakaliki
Ebonyi State not less than 48 Hours before the time fixed for holding the
meeting.
Dated this4th day of January, 2021
_______________
Emediong Essien
Company Secretary

Draft of Notice of Extraordinary General Meeting

EYEKE & SONS NIGERIA LIMITED
12 AZUGWU ROAD, ABAKALIKI
08102959631, Eyekekennethsamual@gmail.com
(RC No: 12345)
Our Ref: _________________________Your Ref: ____________________

Date-----
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extra Ordinary General Meeting of this
Company will be held at the Registered Office situated at No 12 Azugwu Road,
Abakaliki, Ebonyi State on 6th January, 2021 at 12pm in the afternoon for the
purpose of considering and, if thought fit, of passing the following Resolution as a
Special Resolution:
"That subject to the approval of the Corporate Affairs Commission, the
company‟s name be changed from ‘’EYEKE & SONS LIMITED‟ to ‘’EYEKE
INTERCONTINENTAL‟ and that the Secretary should take every necessary step
to effect the same”
NOTE:
If you are unable to attend the meeting, kindly complete the enclosed form of
proxy, with the name of one of the directors or any member of the company or

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the person whom you think fit to appoint as your proxy, sign it in accordance with
the Articles of Association and return the form to the Secretary on or before the
.............day of...............................2021
A member entitled to attend and vote is entitled to appoint a proxy to attend and
vote instead of him and the proxy need not also be a member.
DATED ......................... DAY OF ....................... 2021.

By Order of the Board

………………………
Company Secretary

Notice of Statutory-Meeting
EYEKE & SONS NIGERIA LIMITED
12 AZUGWU ROAD, ABAKALIKI
08102959631, Eyekekennethsamual@gmail.com
(RC No: 12345)
Our Ref: _________________________Your Ref: ____________________

Date-----
NOTICE OF STATUTORY-MEETING
NOTICE IS HEREBY GIVEN that the Statutory Meeting of the above named
Company required to be held by section 211 of the Companies and Allied Maters
Act 1990 will be held at .......................................................... on the ....................
day of ............ at 9 o'clock a.m./p.m for the purpose of considering the statutory
report and of considering all other business which ought to be conducted at such
statutory meeting.
NOTE:
A member entitled to attend and vote at the meeting is entitled to appoint a proxy
or proxies to attend and vote in his stead. A proxy need not be a member of the
company.
Dated this ..............Day of……...........................2021.

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By Order of the Board

………………………….
Company Secretary

VENUE OF MEETINGS
 Statutory Meeting & Annual General Meeting: Company meetings that
must be held in Nigeria are statutory meeting and annual general meeting
– Section 216 CAMA.
 Extra–Ordinary General Meeting: need not hold in Nigeria

RESOLUTIONS: Decisions of a company are made by resolution arrived at

through voting.

Types of Resolutions
1. Unanimous resolutions
2. Ordinary resolutions
3. Special resolutions
4. Written resolutions
5. Resolutions requiring special notice
Ordinary Resolution: By Section 233(1) CAMA, an ordinary resolution is a
resolution that requires only a simple majority of votes cast by such members of
the company entitled to vote in person or by proxy at a general meeting. Simple
majority is at least 51% and when CAMA provides for just resolution, then it is
ordinary.
Special Resolutions: By Section 233(2) CAMAa special resolution is a
resolution passed by a 3/4 majority of the votes cast of such members entitled to
vote in person or proxy at a general meeting of which 21 days’ notice specifying
the intention to propose the resolution, has been duly given.

Special Resolution

EYEKE & SONS NIGERIA LIMITED

12 AZUGWU ROAD, ABAKALIKI
08102959631, Eyekekennethsamual@gmail.com
(RC No: 12345)
Our Ref: _________________________Your Ref: ____________________

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Date-----
SPECIAL RESOLUTION FOR THE RE-REGISTRATION OF EYEKE & SONS
NIGERIA LIMITED
FROM A PRIVATE COMPANY TO A PUBLIC COMPANY PURSUANT TO
SECTION 50 OF THE COMPANIES AND ALLIED MATTERS ACT 2004
At the 3rd Annual General Meeting of Eyeke & Sons Nigeria Limited held on the
4th day of January 2021 by 10:00am at No. 12 VinnaHill Azugu, Abakaliki, Ebonyi
State, it was duly proposed and resolved as follows:
“That Eyeke & Sons Nigeria Limited be re-registered from private company to
public company with the name, EYEKE NIGERIA PLC.”

Dated the 6th day of January 2021

____________________ _________________
Director Secretary

Week 13
CORPORATE GOVERNANCE IV: FINANCIAL STATEMENTS,
AUDITS AND ANNUAL RETURNS

Accounting Records: By Section 331(1) CAMA, every company shall keep and
maintain accounting records in accordance with provision of CAMA - Section
331(1) CAMA. By Section 331(2) CAMA, the accounting records should
disclose with reasonable accuracy, and at all times, the financial position of the
company and should enable the directors ensure that any financial statement
prepared under CAMA comply with the requirements of CAMA as the form and
content of a company’s financial statement.

Preparation of Annual Accounts (Financial Statements) by Directors

By Section 334(1) CAMA, in every company, the directors shall, in respect of
each year, prepare financial statements for the year. Financial statements are
statements showing true and fair value of the financial position of the company in
each year issued to members and the public who may then decide to invest or
de-invest from the company.

Contents of Financial Statements

Section 334(2) CAMA provides for the contents of the financial statements as
follows:

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1. Statement of accounting policies (not compulsory for private companies)

2. Balance sheet as at the last day of the year
3. Profit and loss account or, in the case of a company not trading for profit, an
income and expenditure account for the year
4. Notes on the accounts
5. Auditor’s report
6. Directors’ report
7. Statement of the source and application of funds (not compulsory for private
companies)
8. Value added statement of the year (not compulsory for private companies)
9. Five year financial summary (not compulsory for private companies)
Group financial statements, in the case of a holding company

Directors’ Report: Directors’ report is among matters to be contained in the

financial statement. By Section 342(1) CAMA, the directors’ report shall contain
the following:
1. A fair view of the development of the business of the company and its
subsidiaries during the year and of their position at the end of it.
2. The amount (if any) which they recommend should be paid as dividend and
the amount (if any) which they propose to carry over to reserves
3. The names of persons who at any time during the year were directors of the
company
4. The financial activities of the company and its subsidiaries in the course of
the year and any significant change in those activities in the year
5. Other matters specified in parts I, II, and III of fifth (5) schedule to CAMA

AUDIT: Audit deals with examination of the books of account of a company by

external experts with a view to ascertain its compliance with the accounting
policy of a company and standard accounting rules. In other words, it is
specialized accounting method. The accounting or financial position of the
company is looked at to see whether there is compliance with the law or rules.
For the purpose of auditing accounts of a company, auditors which are external
to the company are appointed. In Livestock Feeds Plc v. Igbino Farms Ltd, the
court held that the audited statement of account of a company is the best way of
showing the financial position of the company at any given time.

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Audit Committee: By Section 359(3) CAMA, every public company shall have
an audit committee and the auditors shall send a copy of the audit report to the
audit committee

Auditor’s Report: By virtue of Section 359(1) CAMA, the auditors shall make a
report on the account examined by them. This is the auditor’s report and the
report shall be based on the account examined on every balance sheet, profit
and loss accounts, and all group financial statements which ought to be laid at
the general meeting during the auditor’s tenure of office

Resignation of Auditors: By Section 365(1) CAMA, an auditor may resign by

depositing a notice in writing to that effect at the company’s registered office; and
the auditor’s resignation becomes effective on the date on which the notice is
deposited at the company or on such other date as may be stated in the notice.

Sample draft of Notice of Resignation by an Auditor

Mr. Sogo M. Emmanuel& Co.

Chartered Accountants
Suit A4 Goni Plaza, Wuse
Zone 2 FCT, Abuja.

6th January, 2021.

The Company Secretary

Eyeke Nigeria Plc
No. 10 Bank Road
Wuse Zone 5 FCT
Abuja.

Sir,
NOTICE OF RESIGNATION AS AUDITOR
The above subject matter refers.

I, Mr. Sogo M. Emmanuel, as Auditor of your Company write to resign my

appointment which is to take effect from the 10thday of January, 2021.

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The reason for my decision is to protect my professional integrity as the Directors

pressured me to falsify the tax obligations of the Company in the Financial
Statement laid before the Company.

Thank you.

Yours faithfully,
___________________
Mr. Sogo M. Emmanuel

ANNUAL RETURNS: By Section 370 CAMA, every company shall, at least

once in every year make and deliver to CAC an annual return in the form and
containing matters specified by provisions of CAMA – Section 370 CAMA. It is a
return on the current situation of the organisation, in terms of membership,
address, activities, finance and other compliances within the financial year. Thus,
it is to be filed at least once in every year.
Week 14
CORPORATE GOVERNANCE V;MAJORITY RULE, MINORITY
PROTECTION AND INVESTIGATION OF COMPANIES

The principle in Foss v. Harbottle is that subject to certain exceptions, where an

irregularity has been committed in the course of the company’s affairs or any
wrong has been done to the company, only the company can sue to remedy that
wrong and only the company can ratify that irregular conduct. See Section 299
of CAMA, Elufioye&Ors v. Halilu&Ors. The two principles flowing from this rule
are as follows:
1. Actions in respect of wrongs done to a company must be brought by the
company itself and in its own name. Since the company is distinct from its
members, the company is the proper plaintiff to sue in respect of wrongs
done to the company.
2. The court will not interfere in the internal management of the company where
the wrong done or irregularity complained of is within the vires of the majority
of the members to rectify or ratify by an ordinary resolution of the simple
majority. See also Macdougall v. Gardiner.

SAMPLE DRAFTS
Application for Derivative Action & Investigation

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IN THE FEDERAL HIGH COURT OF NIGERIA

IN THE ABUJA JUDICAL DIVISION
HOLDING AT ABUJA
SUIT NO: FHC/98/21
IN THE MATTER OF EYEKE& SONS NIGERIA LTD
AND
IN THE MATTER OF COMPANIES AND ALLIED MATTERS ACT
BETWEEN
EYEKE & SONS NIGERIA LTD………………….....….PLAINTIFF/APPLICANT
AND
JACOB RUBY………..……………………………DEFENDANT/RESPONDENT

MOTION ON NOTICE
BROUGHT PURSUANT TO RULE 2(2) COMPANIES PROCEEDING RULES
1992, SECTION 303 COMPANIES AND ALLIED MATTERS ACT AND THE
INHERENT JURISDICTION OF THE COURT

TAKE NOTICE that this honourable court shall be moved on the 6th day of
January, 2021 at the hour of 9 O’clock or so soon thereafter as Counsel to the
Applicant may be heard praying the court for the following reliefs:

1. AN ORDER FOR LEAVE of court to bring an action in the name or onbehalf

of the company to which the company is a party for the purpose of
prosecuting the action on behalf of the company.
2. AN ORDER directing an investigation to be made into the approval of a new
remuneration for the Managing Director of the company by the Corporate
Affairs Commission.
3. AN ORDER varying or setting aside the resolution of the Board of Director
approving a new remuneration for the Managing Director pending the
investigation by the Corporate Affairs Commission.
4. AND FOR SUCH FURTHER ORDER OR ORDERS as the honourable court
may deem fit to make in the circumstances.

Dated the6th day of January, 2021

___________________________
SOLICITOR FOR THE APPLICANT

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Okafor Chidimma.
Okafor & Co.(Glory Chamber)
No 2B Akinsway, Maitama,
Abuja.

FOR SERVICE ON:

Respondent’s Counsel.
Chikere Chidera Esq
9th Floor Fortune Towers,
Victoria Island
Lagos.

Draft Affidavit In Support Of Motion

IN THE FEDERAL HIGH COURT OF NIGERIA

IN THE ABUJA JUDICAL DIVISION
HOLDING AT ABUJA
SUIT NO: FHC/98/21
IN THE MATTER OF EYEKE & SONS NIGERIA LTD
AND
IN THE MATTER OF COMPANIES AND ALLIED MATTERS ACT
BETWEEN
EYEKE & SONS NIGERIA LTD………………….....….PLAINTIFF/APPLICANT
AND
JACOB RUBY………..……………………………DEFENDANT/RESPONDENT

AFFIDAVIT IN SUPPORT OF MOTION

I, Eze Blessing, Female, Christian, Director of Eyeke & Sons Nigeria Limited,
ofNo 2B Nsughe Street, Abakaliki, Abuja and a Nigerian Citizen do hereby
depose to this affidavit and state as follows:
1. I am a Director of the Applicant, a company incorporated under the Allied
Matters Act 2004 whose registered address is situate at No 12 Azugwu Road,

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Abakaliki, Ebonyi State by virtue of which I am conversant with the facts of

this case and other related facts.
2. A resolution was passed by the Board of Directors without the consent of
some members of the company increasing the remuneration to an
unreasonable amount.
3. The wrongdoers are the directors who are in control and will not take
necessary action.
4. The applicant has given reasonable notice to the directors of the company of
his intention to apply to the court if the directors do not bring or diligently
prosecute or defend or discontinue the action.
5. The applicant is acting in good faith.
6. It appears to be in the best interest of the company that the action be
brought, prosecuted, defended or discontinued.
7. The grant of this application would be in the interest of the company.
8. I swear to this affidavit in good faith believing same to be true and correct to
the best of my knowledge and in accordance with the Oath Act.

---------------------------
Deponent

Sworn to at the Federal High Court Registry, Abuja

This 6th day of January 2021

BEFORE ME:

---------------------------------------------
COMMISSIONER FOR OATHS

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Week 15
COMPANY SECURITIES I: SHARES & DEBENTURES AND
ENFORCEMENT OF SECURITIES

Section 315 ISA defines securities to include shares, debentures, notes, options,
bonds (whether corporate or government), commodities, futures and other
derivatives. The following are company’s securities:
1. Shares
2. Debenture
3. Stock
4. Bond
A company’s capital may either be equity capital or loan capital. Equity capital is
raised internally from members/shareholders through the issuance and
subscription of shares; while loan capital is raised externally through the
issuance of debentures (borrowing). Equity capital is better and more
advantageous than loan capital.
TYPES OF SHARES
The following are the types of shares that a company can have:
1. Ordinary shares
2. Preferential shares

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3. Founder/Deferred/Management shares
4. Weighted & Non-Voting shares (Prohibited by CAMA)
5. Premium shares
MODE OF ACQUISITION OF SHARES AND THEIR FEATURES
The following are the modes of acquisition of shares
1. Subscription
2. Allotment – Section 124 CAMA
3. Transfer - Section 151 CAMA.
4. Transmission or operation of the law - Section 155(4) CAMA

SHARE CERTIFICATE: every company must within two (2) months after
allotment and within three (3) months after lodging of transfer, complete and
deliver share certificate to such entitled shareholders – Section 146(1) CAMA. A
share certificate is a document issued by a company under its seal signifying that
the holder of the share certificate is entitled to the number of shares stipulated
therein.

SAMPLE DRAFTS ON SHARES

Resolution for the Allotment of Shares

EYEKE & SONS NIGERIA LIMITED
12 AZUGWU ROAD, ABAKALIKI
08102959631, Eyekekennethsamuel@gmail.com
(RC No: 12345)
Our Ref: _____________________Your Ref: _____________________Date-----

RESOLUTION OF THE ANNUAL GENERAL MEETING APPROVING

ALLOTMENT OF SHARES PURSUANT TO SECTION 124 OF THE
COMPANIES AND ALLIED MATTERS ACT 2004

At the 2nd Annual General Meeting of the above named company held on the 5th
day of January, 2021 at the company’s conference hall, it was proposed and duly
resolved to issue additional shares of N40, 000,000.00 divided into 4, 000,000
ordinary shares of N10.00 each further allotted to the following persons:
1. Mrs. AdebolaOgungbayiofNo 121 Independence Way, Kaduna, Kaduna
State –2, 000,000 ordinary shares of N10.00 each; and

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2. Mr. Ibrahim Musa of No 121 Independence Way, Kaduna, Kaduna State –

2, 000,000 ordinary shares of N10.00 each.
And that the new shares issued will rank at paripassu with the existing shares of
the company.

DATED THE 5th DAY OF JANUARY, 2021

....…………………. ..…………………..
Emediong Essien Afolabi Samuel
Director Director

Letter of Allotment

EYEKE & SONS NIGERIA LIMITED

12 AZUGWU ROAD, ABAKALIKI
08102959631, Eyekekennethsamuel@gmail.com
(RC No: 12345)
Our Ref:_____________________YourRef_____________________
Date 5TH January, 2021

Mrs. Adebola Ogungbayi

No 121 Independence Way,
Kaduna,
Kaduna State

Dear Ma,
LETTER OF ALLOTMENT OF SHARES
Pleased to inform you that your application for the allotment of N 2, 000,000 of 2,
000,000 ordinary shares of N10.00 each in the company has been allotted to
you.

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You may renounce all or any of the shares in favour of another by filling up the
accompanying letter of renunciation, on the understanding that you are still liable
to pay all sums due on the shares should any of your nominees fail to do so.
Thank you.

Yours faithfully,

...................................
Company Secretary

Letter of Regret

EYEKE & SONS NIGERIA LIMITED

12 AZUGWU ROAD, ABAKALIKI
08102959631, Eyekekennethsamuel@gmail.com
(RC No: 12345)
Our Ref:_____________________YourRef_____________________
Date 5TH January, 2021

Mr. Ibrahim Musa

No 121 Independence Way,
Kaduna,
Kaduna State.

Dear Sir,
LETTER OF REGRET

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I regret to inform you that the directors were unable to allot you any shares in the
above company, and I enclose herewith a cheque for N600, 000.00 being the
amount paid by you on application.
Kindly fill up and return the annexed form of receipt.

Yours faithfully,

..................................
Company secretary

Week 16
COMPANY SECURITIES II: FLOATATION OF SECURITIES
AND COLLECTIVE INVESTMENT SCHEMES

Capital floatation is simply the method by which a company can offer its
securities to the public to raise money. Section 166 CAMAmakes provisions for
a company to borrow money.Company securities concern chooses-in-action and
it is not about physical material even though they are properties. Company
securities include shares, debentures, GDR and bonds.
Regulatory Authorities
For floatation of securities, the regulatory bodies are:
1. Securities and Exchange Commission is the main regulatory authority on
public offer of companies’ securities.
2. Nigerian Stock Exchange (NSE)
3. Corporate Affairs Commission
4. Federal High Court of Nigeria

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5. Central Bank of Nigeria

6. Nigerian Investment Promotion Commission
Investment Opportunities in the Nigerian Capital Market
1. Investment in Equities/shares
2. Investment in Debentures
3. Investment in Bonds
4. Investment in Collective Investment Schemes
5. Investment in mortgage-backed securities
Registration of Securities
All securities, shares, debentures, GDR, bonds and collective investment
Schemes, to be offered to the public by public companies and government and
its agencies must be approved first and registered by SEC - Section 54 and 67
of the Investment and Securities Act (ISA); Rule 279&280 SEC Rules 2013;
Blue Chip Acquisition And Investment Co Ltd. v. Zenith Bank Plc.The aim of
the registration/approval is to approve the price for the securities.
Registrable Securities
1. Securities issue (ordinary share, bonus share, debentures, preference
shares, right issue, unit of an investment trust scheme and asset backed
securities.
2. Issue of securities offered to the public, state/LG bonds, investment contracts
or participation in oil or gas.
3.
Week 17
CORPORATE RESTRUCTURING I: INTERNAL RESTRUCTURING
There are times when the liabilities of a company are in excess of their assets,
thus the need to restructure or re-organize. This is known as corporate
restructuring. Corporate restructuring options can either be internal or external or
a combination of both. The option to adopt is usually a product of business
decisions and legal exigencies. Before any company can undergo external
restructuring, such company must have done some internal restructuring for
instance, Oceanic Bank before merging with Ecobank had first reduce its share
capital which is a means of internal re-organization. Also, Intercontinental Bank
had first converted from public company to a private company before merging
with Access Bank. Thus in practice, there is no wall dividing them especially
when it will end in external re-organization.
Corporate Restructuring Options
Internal Corporate Restructuring

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Internal corporate restructuring includes:

1. Arrangement and compromise
2. Arrangement on sale
3. Management buy-out
4. Reduction in share-capital
5. Share reconstruction/consolidation which could include:
(a) Consolidation and subdivision of shares into larger amounts
(b) Subdivision of shares into smaller amounts
(c) Conversion of stocks into shares
(d) Conversion of shares into stocks
(e) Cancellation of unissued shares
(f) Conversion of debt into equity
External Corporate Restructuring
External corporate restructuring includes
1. Merger and acquisition
2. Take over
3. Purchase and assumption(agreement)
4. Management Buy In
5. Cherry picking
6. Restructuring of a group of companies

Week 18
CORPORATE RESTRUCTURING II: EXTERNAL RESTRUCTURING
OPTIONS

ROLES OF INSTITUTIONAL AND REGULATORY AGENCIES IN MERGERS

AND ACQUISITIONS:

Securities Exchange Commission

1. Apex regulator of the capital market
2. Reviews and approves every merger scheme
3. Grants pre-merger approval in principle
4. Grants authority to proceed in a takeover bid
5. Investigate every intermediate or large merger
6. Revoke an approved merger.

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7. Order the break-up of a company

8. Safeguards market competition

Corporate Affairs Commission

1. Filing and certification of Corporate resolutions and documents to be filed
with SEC such as certification of MEMART and certificate of incorporation
2. Filing of sanctions
3. De-registration of the dissolved merging companies on the completion of the
merger
4. Registration of the emerging company (if the emerging company will use a
new name, conduct name search etc.)
5. Registers the merger notice and approval documents pursuant to Regulations
53 of Companies Regulations.

Federal High Court

1. Makes order for a court-ordered meeting of the merging companies to be
convened
2. Sanctions the merger, upon which it becomes binding
3. Deals with objections of dissenting members
See Re Dorman Long & Co., Re South Durham Steel & Iron Ltd; Re John
Holt Investment Ltd Scheme of Arrangement; and Re Lipton Nigeria Ltd.

Nigerian Stock Exchange

Its role is limited to re-organization involving quoted public companies. When
public quoted companies are re-organizing, it would need to comply with relevant
requirements of NSE. Specifically:
1. Self-regulatory organization
2. Regulates listed or quoted public companies
3. Regulates secondary market operations
4. Receives notification of merger from listed or quoted public companies
5. Admits “new shares” to Daily Official List and de-lists “scheme shares” of
dissolved companies.
V. Central Bank of Nigeria and NDIC
These bodies only get involved in mergers and acquisitions when the merger or
acquisition or other business combination involves banks. Any merger scheme
involving a bank in Nigeria must get the prior approval of the CBN before SEC
can grant its formal approval - Section 7 BOFIA.

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Due Diligence
This is an investigation of the target company and its business by the acquiring
company before the consummation of the merger. Thus, before any binding
merger agreement or transfer or final purchase agreement is made, there is a
need to investigate and be satisfied with the accuracy of the information supplied
by the target company to the acquiring company so that the acquisition is not
made on faulty assumptions or wrong information.Business prudence also
requires that the target company conducts due diligence on the acquiring
company to see if it has the ability to acquire it; and also conduct an internal due
diligence on itself before making representations and warranties in order to avoid
making misstatements which may render it liable in future.

Week 19
COMPANY PROCEEDINGS AND INVESTMENT DISPUTES
These are the proceedings of a company. The Federal High Court has exclusive
jurisdiction on company proceedings and administration of the Companies and
Allied Matters Act - Section 251(1)(e) CFRN 1999. All offences under the act
may be tried by a Court (Federal High Court) of competent jurisdiction in the
place where the offence is alleged to have been committed – Section 554(1) of
CAMA.
InAbiola v FRNandIbori v FRN– the courts held that the FHC is one court with
judicial division in states of the federation. The judicial division of FHC that has
jurisdiction in any matter is where the registered office of the company is
situated, subject to the overriding interest of forum convenience.
Investment disputes can be resolved through:
1. Litigation

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2. Alternative Dispute Resolution

3. Investment & Securities Tribunal
The Companies Proceedings Rules apply to all proceedings taken out or arising
from any provision of any section of Part A of the Companies and Allied Matters
Act. Rule 21(1). Companies Proceedings Rules. Where no provision is made
by the Rules, the Federal High Court (Civil Procedure) Rules shall apply. Rule
19. Companies Proceedings Rules.

Modes of Commencement of Corporate Litigation

1. Originating Summons
2. Originating Motion
3. Petition
4. Writ of Summons
5. Originating Application

Drafting of Arbitration Clause

In drafting arbitration, the following are important:
1. Language to be adopted in arbitration proceeding
2. The applicable law
3. The procedure to be adopted
4. The rules to be adopted
5. The place where the arbitral proceeding will be held.
Below is a model arbitration clause

Any dispute, controversy or claim arising out of or relating to the contract or the
breach, termination or invalidity thereof, shall be settled by arbitration in
accordance with the rules for arbitration as follows:
1. The appointing authority shall be………………
2. The number of arbitrators shall be……………..
3. The language to be used in the arbitral proceeding shall be……..
4. The law applicable to this contract shall be that of……………
5. The venue of the arbitration shall be……….
Or
All disputes between the partners in relation to any matter whatsoever touching
the joint venture affairs or the construction of this agreement and whether before
or after the determining of the joint venture shall be referred to a single arbitrator
in accordance with the provisions of the Arbitration and Conciliation Act. Cap. A8
LFN 2004.

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SAMPLE DRAFTS
Originating Motion
IN THE FEDERAL HIGH COURT OF NIGERIA
IN THE LAGOS JUDICIAL DIVISION
HOLDEN AT LAGOS
SUIT NO:_________
IN THE MATTER OF TIMBERWOODS FURNITURE LTD
AND
IN THE MATTER OF THE COMPANIES AND ALLIED MATTERS ACT CAP C20
LFN 2004
BETWEEN:

1.MOJI MODUPE
2. OYIN MODUPE APPLICANTS
(Administrators/Personal representative
of the Estate of Bola Modupe-Deceased)
AND
1.TIMBERWOODS FURNITURE LTD
2.JAMES JOHN (DIRECTOR) RESPONDENTS

ORIGINATING MOTION
BROUGHT PURSUANT TO SECTION 90 OF THE COMPANIES AND ALLIED-
MATTERS ACT,ORDER 3 OF THE COMPANIES PROCEEDINGS RULES 1992
(AS AMENDED) AND UNDER THE INHERENTJURISDICTION OF THIS
HONOURABLE COURT
TAKE NOTICE that this Honourable Court will be moved on the 5 th day of
January 2021 at the hour of 9 O’clock in the forenoon or so soon thereafter as
Counsel for the Defendant/Appellant will be heard praying this Honourable Court
for:
1. AN ORDER mandating the Respondent to rectify the Register of members to
include both the names of the Applicants as owners of the shares owned by
Mrs Bola Modupe now deceased.
2. AND for such orders as the Honourable Court may deem fit to make in the
circumstances.

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Dated This 5th Day of January, 2021

…………....………….
Eyeke Kenneth, Esq.
Counsel to the Applicants
No 10 Base Street
Ikoyi
Lagos State
For Service On:
The Respondents
No. 40 Keffi Street Ikoyi Lagos

Affidavit in Support of Originating Motion

IN THE FEDERAL HIGH COURT OF NIGERIA
IN THE LAGOS JUDICIAL DIVISION
HOLDEN AT LAGOS
SUIT NO:_________
IN THE MATTER OF TIMBERWOODS FURNITURE LTD
AND
IN THE MATTER OF THE COMPANIES AND ALLIED MATTERS ACT CAP C20
LFN 2004
BETWEEN:

1. MOJI MODUPE
2. OYIN MODUPE APPLICANTS
(Administrators/Personal representative

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of the Estate of Bola Modupe-Deceased)

AND
1. TIMBERWOODS FURNITURE LTD
2. JAMES JOHN (DIRECTOR) RESPONDENTS

AFFIDAVIT IN SUPPORT OF ORIGINATING MOTION

Moji Modupe Adult, Female, Public Servant, Nigerian citizen of No. 15 Broad
Street Ikeja Lagos, do hereby make oath and state as follows:
1. That I am one of the Applicants and by virtue of which I am conversant with
the facts of this case.
2. The applicants in this case are the personal representatives/Administrators of
the Estate of Mrs. Bola Modupe (now deceased), a copy of the letters of
Administration is attached and marked as Exhibit A.
3. I know as a fact that in 2010 the deceased Mrs. Bola Modupe bought 2, 000
ordinary shares of N1.00 each in the 1st Respondent’s company, a copy of
the Shares Certificate issued to her is attached and marked Exhibit B.
4. That on the 10 day of January 2019, Mrs. Bola Mudupe died survived by the
Applicants; a copy of the death certificate is attached and marked Exhibit C.
5. That the Applicants after been granted Letters of Administration in respect of
the Estate of Mrs Bola Modupe(deceased), wrote to the Respondents
indicating their intention to be members of the 1st Respondent. A copy of the
letter of intention to be members of the Respondent Company is attached
and marked Exhibit D.
6. The Respondents has since ignored their request to be registered and so a
reminder Letter was sent to the Respondents dated the 5th day of December
2020, a copy of the letter is attached and marked Exhibit E.
7. That up till the time of this action, the Respondents never replied nor did they
register the Applicants as members of the 1st Respondent.
8. That the Applicants pray that the Respondents be ordered to rectify its
Register of members to include the Applicants in the interest of justice.
9. That I make this statement in good faith believing its content to be true and
correct and in accordance with the Oaths Law of Lagos State.

………………
Deponent

Sworn to at the Federal High Court Registry, Lagos

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This 5th day of January, 2021

BEFORE ME

COMMISSIONER FOR OATHS

Originating Summons
IN THE FEDERAL HIGH COURT OF FEDERAL REPUBLIC OF NIGERIA
IN THE ABUJA JUDICIAL DIVISION
HOLDING AT ABUJA
SUIT NO: FHC/99/21
IN THE MATTER OF KENNYBABE & SONS PLC
AND
IN THE MATTER OF COMPANIES AND ALLIED MATTERS ACT

BETWEEN:
KENNYBABE & SONS PLC-----------------------------------------------------APPLICANT
AND
GOLD PALM NIGERIA PLC----------------------------------------------RESPONDENTS
ORIGINATING SUMMONS
BROUGHT PURSUANT TO RULE 2(2) COMPANIES PROCEEDING RULES
1992 AND UNDER THE INHERENT JURISDICTION OF THE COURT
Let Gold Palm Nigeria Plc whose registered address is at No 8 Palm Street,
Abuja within jurisdiction to within 7 days on or after service of this summons on it
inclusive of the day of such service cause an appearance to be entered for it to
this summons, which is Kennybabe& Sons Plc (Plaintiff) whose registered
address is situate at Plot B4 Highway Garki, Abuja for the following RELIEFS:
1. AN ORDER DECLARING ITS TAKE-OVER BY THE DEFENDANT AS
FRAUDULENT, ILLEGAL AND VOID
2. AND FOR SUCH FURTHER ORDER OR ORDERS as the court may deem
fit in the circumstances.
Dated the 6th day of January, 2021

…………....………….

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Eyeke Kenneth, Esq.

Counsel to the Applicants
No 10 Base Street
Ikoyi
Lagos State
.
FOR SERVICE ON:
DEFENDANT’S COUNSEL
affidavit in Support of Summons
IN THE FEDERAL HIGH COURT OF NIGERIA
IN THE ABUJA JUDICIAL DIVISION
HOLDEN AT ABUJA
SUIT NO: FHC/10/21
IN THE MATTER OF KENNYBABE & SONS PLC
AND
IN THE MATTER OF COMPANIES AND ALLIED MATTERS ACT
BETWEEN
KENNYBABE & SONS PLC PLAINTIFF
AND
GOLD PALM NIGERIA PLC DEFENDANT

AFFIDAVIT IN SUPPORT OF SUMMONS

I, Tennyson Sunday, Female, Christian, Director of KENNYBABE and Sons Plc,
of No 2B KENNYBABE Way, Garki, Abuja and a Nigerian Citizen do hereby
depose to this affidavit and state as follows:
1. I am a Director of the Plaintiff, a company incorporated under the Allied &
Matters Act 2004 whose registered address is situated No 2B KENNYBABE
Way, Garki, Abuja.
2. I am conversant with the facts of this case and other related facts
3. I am aware that there was a take-over transaction by the respondent in the
Plaintiff‟scompany.
4. The take-over was fraudulent because Chief NzeNchinyere who was a major
shareholder in the Plaintiff company without disclosing influenced the take-
over to his personal favour.
5. The take-over was carried out contrary to the procedure laid down by the law
which requires it to notify the employees of the respondent company.

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6. That the take-over had resulted in the loss of job of over 100 workers of the
Plaintiff‟scompany.
7. The grant of this application would be in the interest of justice and benefit of
the economy of society considering the nature of the business of the
company and its contribution so far.
8. I swear to this affidavit in good faith believing same to be true and correct to
the best of my knowledge and in accordance with the Oath Act.

-----------------------------
Deponent

Sworn to at the Federal High Court of Federal Republic of Nigeria Registry,

Abuja
This 6th day of January 2021

BEFORE ME:

---------------------------------------------
COMMISSIONER FOR OATHS

Week 20
WINDING UP AND DISSOLUTION OF BUSINESS & NON-BUSNIESS
ORGANISATIONS

Winding up involves the process where a company’s assets are liquidated and
dissolved and distributed in accordance with rules of priority. Winding up is
usually the last option open to a company suffering from financial problems that
is after certain re-structuring options did not work. Importantly is the fact that
winding up includes both the liquidation of a company and the dissolution of such
company. A company in liquidation still has its legal personality only that legally,
it is sick while a dissolved company no longer exists. That is why Section 20(3)
CAMA provides that a company in liquidation should not join in the formation of a
company. Even when the order of winding up of the company has been given,
that does not mean the company is no longer in existence. It is only when the
company has been dissolved that it ceases to exist - CS(Nig) Plc v. Mbakwe.

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Winding up is not the only process of bringing the life of a company to an end.
There is the striking out of a company’s name from the register of companies by
the CAC under Section 525 CAMA.
Importantly, winding up only applies to companies incorporated in Part A; while
business names and incorporated trustees are to be dissolved. Also, a statutory
company (that has not converted to a limited liability company) can only be
dissolved by a statute as they are creation of statute. The decision of the court in
Kwara Investments Co Ltd v. Garuba

Modes of Winding up Companies

Principally, there are three modes of winding up a company, namely
1. Winding up by the court
2. Voluntary winding up by members or creditors
3. Winding up subject to the supervision of the court – Section 401(1)(a)-(c)
CAMA
Court with Jurisdiction
The court having jurisdiction to wind up a company shall be the Federal High
Court within whose area of jurisdiction the registered or head office of the
company is situate or where it has maintained registered office for the past 6
months preceding the presentation of the petition - Section 407 CAMA.

SAMPLE DRAFTS
Statutory Notice of Demand

IBRAHIM ANAS BUILDING SUPPLIES LIMITED

NO 40 ADEOLA STREET
VICTORIA ISLAND LAGOS
RC NO. 44145
OUR REF:______________________YOUR REF________________________
DATE: 6th January, 2021
The Board of Directors
Eyeke Construction Limited
Ikoyi-Lagos State.

Dear Sir,

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DRAFTS ON CORPORATE LAW PRACTICE

STATUTORY NOTICE OF DEMAND TO REPAY N50,000,000.00

LOANPURSUANT TO SECTION 409 OF THE COMPANIES AND ALLIED-
MATTERSACT

I, the Finance Director of the above named company write to notify your
company of the repayment of a loan advanced to it to the sum of fifty million naira
only (N50,000, 000.00) dated the 10th day of January, 2018.
Please be informed that no amount of the loan has been paid in partial discharge
of the loan sum.
You are hereby demanded to repay the principal loan and interest within twenty-
one (21) clear days of your receipt of this Notice otherwise Legal action will be
taken against your company.
You can kindly make payment into account No 1276589308 at First Bank Nigeria
Plc belonging to us or account No 0157662460 at Guaranty Trust Bank Ltd.

Yours faithfully,

................................
Finance Director For:
Ibrahim Anas Building Supplies Ltd.
Special Resolution to Wind-Up a Company
IBRAHIM ANAS BUILDING SUPPLIES LIMITED
NO 40 ADEOLA STREET
VICTORIA ISLAND LAGOS
RC NO. 10145
OUR OUR REF:______________________YOUR REF____________________

SPECIAL RESOLUTION TO WIND-UP THE COMPANY AND TO APPOINT A

LIQUIDATOR/FIX HIS REMUNERATION PURSUANT TO SECTION 457 OF
THE COMPANIES AND ALLIED-MATTERS ACT 2004
At an Extra-ordinary General meeting of the above named company held on the
6th day of January, 2021 at the company’s conference room, it was duly
proposed and resolved as follows:
1. That the company be wound up voluntarily.

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2. That Chief Ibrahim Musa, an accountant of No 15 Airport road, Kano,

Kano State be and is hereby appointed liquidator to wind-up the company at
a remuneration of N200,000.00 per annum.

DATED THE 6th DAY OF JANUARY, 2021

_____________ ______________
Director Director

Declaration of Solvency to enable Members’ Voluntary Winding Up

WADATA NIGERIA LIMITED

NO. 10 IKOYI ROAD, IKOYI
LAGOS STATE
OUR REF: __________________
DECLARATION OF SOLVENCY EMBODYING A STATEMENT OF THE
ASSETS AND LIABILITIES PURSUANT TO SECTION 462 OF THE
COMPANIES AND ALLIED MATTERS ACT 2004

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We, Victor Ogbonda of No _____ and Eze Emmanuel of No _______, being all
the Directors of the above Company, solemnly declare that we have made a full
enquiry into the affairs of this Company and that having done so, we have
formed the opinion that the Company will be able to pay its debt in full within a
period of twelve (12) months from the commencement of the winding up, and
we append a statement of the Company’s assets and liabilities as at the 6 th day
of January 2021 being the latest practicable date before making this declaration.

Andwemakethissolemndeclaration, conscientiously believing the same to be true

by virtue of the Oaths Act.

___________________ ___________________
Victor Ogbonda Eze Emmanuel
(Deponent) (Deponent)

Sworn to at the Federal High Court Registry, Lagos

This ______ day of _______ 2021

BEFORE ME

______________________________
COMMISSIONER OF OATHS

Sample Drafts Petition for Winding Up

IN THE FEDERAL HIGH COURT OF NIGERIA

IN THE PORT-HARCOURT JUDICAL DIVISION
HOLDEN AT PORT-HARCOURT
SUIT NO: FHC/198/09
IN THE MATTER OF DELTA OIL GROUP PLC.
AND
IN THE MATTER OF COMPANIES AND ALLIED MATTERS ACT, 2004
AND IN THE MATTER OF:
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DRAFTS ON CORPORATE LAW PRACTICE

BETWEEN:
MR. EMEKA ADE - - - - - - - PETITIONER
AND
DELTA OIL GROUP PLC - - - - - RESPONDENT

PETITION FOR WINDING UP

The humble petition of Mr. Emeka Awo (Petitioner) of No. 1 Agbani Road, Garki,
Abuja is presented for filing based on the ground that the respondent refused to
pay his professional fees based on the following facts:
1. The petitioner is a sole Legal Practitioner with his office at FCT, Abuja.
2. The respondent is a Company incorporated in Nigeria in accordance with
the provisions of CAMA, 2004.
3. The respondent agreed to pay N5 million dollars as professional fees to
the petitioner.
4. The petitioner has demanded for payment of his professional fee and the
respondent has refused, failed and or neglected to settle his indebtedness.
5. The petitioner prays the winding up of the respondent Company

________________________
EYEKE KENNETH SAMUEL
EYEKE& ASSOCIATES
COUNSEL TO PETITIONER
PLOT 113, GARKI,
ABUJA.
FOR SERVICE ON:

DISSOLUTION OF BUSINESS AND NON–BUSINESS ORGANIZATION II:

(BUSINESS NAME, PARTNERSHIP, INCORPORATED TRUSTEE)

Death of the sole proprietor will lead to dissolution of sole proprietorship except
there is provision in his will for Personal Representatives to carry on the business
for a certain period of time.
SAMPLE DRAFTS
Notice of Retirement/Resignation
To:
1. Okafor Chidimma

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2. Mathias Alioka
3. Nwazoke Anthony
I, Eyeke Kenneth, hereby give you notice under clause 15 of our partnership
agreement (or deed of partnership) dated the 16th day of October, 2019 of my
intention to retire from the partnership subsisting between us as from 1 st day of
November, 2019 and immediately after the 1st day of May, 2020.
Dated the 6th day of January, 2021

..................................................
(Signature of Partner giving notice)

Notice of Dissolution

To:
1. Okafor Chidimma
2. Mathias Alioka
3. Nwazoke Anthony
Pursuant to Clause 16 of our partnership agreement (or deed of partnership)
dated the 16th day of October, 2019, I, Eyeke Kenneth, hereby give you notice
dissolving the partnership subsisting between us under the said agreement (or
deed). I hereby exercise my option to purchase on the date of dissolution your
share in the partnership on the terms therein stipulated.

Dated the 6th day of January, 2021

............................................
(Signature of Partner giving notice)

Notice of Expulsion

To: Nwazoke Anthony

We, Eyeke Kenneth, Okafor Chidimma, Mathias Alioka, hereby give you notice
that in exercise of the power for this purpose given us by clause 14 of the

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partnership agreement (or deed of partnership) dated the 16 th day of October,

2019 under which we have carried on business in partnership with you, we
hereby expel you from the said partnership with effect from the date of service of
this notice upon you on the ground "that you have suffered your share in the
partnership to be charged for your separate debt under the Partnership Law”.
Dated the 6th day of January, 2021

.......................................
(Signature of partners giving notice)

Notice of Dissolution for Insertion in the Official Gazette or Newspaper

Notice is hereby given that the partnership subsisting between (Eyeke Kenneth,
Okafor Chidimma, Mathias Alioka) carrying on business as a Fabrics production
firm at No 7 Ogoja Road Abakaliki, Ebonyi State under the style of or firm of M &
N Fabrics has been dissolved as from the 1st day of May, 2020 (or as from the
date hereto) so far as concerns the said Mr Ngwu Simon who retires from the
said firm. All debts due to and owing by the said late firm will be received and
paid respectively by Mr Mathias Alioka who will continue to carry on the said
business in partnership under the style or firm of Mathias Business Enterprise.

Dated the 6th day of January, 2021

(Signature of partners giving notice)

EYEKE KENNETH SAMUEL

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