1. Change of Company Name

• CAMA 2020 allows a registered company to change its name with CAC approval.
• Reasons may include rebranding, mergers, acquisition, or name conflicts.
• Requires a special resolution by shareholders and updated incorporation documents.

2. Change of Directors or Shareholders

• All appointments, resignations, or removals of directors must be notified to CAC within 14 days.
• Share transfers or changes in shareholding must also be recorded.
• Ensures the public record reflects the true control and ownership of the company.

3. Increase or Reduction of Share Capital

• Increase of Share Capital: Often done to raise more funds, admit new investors, or meet regulatory requirements.
• Reduction of Share Capital: May be done to restructure the business or return surplus capital to shareholders.
• Both actions require compliance with CAMA provisions, shareholder approval, and CAC filing.

4. Filing of Annual Returns

• Mandatory for all companies and business names to confirm ongoing operation.
• Due annually (except for the first 18 months after incorporation).
• Failure to file attracts daily penalties and can lead to your company being marked as inactive on the CAC register.

5. Amendment of Memorandum and Articles of Association

• Necessary when expanding into new business sectors, changing operational rules, or altering share rights.
• Requires a special resolution and CAC approval.
• Helps align your company’s legal framework with its current operations.

6. Company Re-registration or Conversion

• CAMA 2020 allows companies to convert from one type to another, such as:
  • Private Company → Public Company (to raise capital from the public).
  • Public Company → Private Company (for operational flexibility).
  • Company Limited by Shares → Company Limited by Guarantee (for non-profit purposes).
• Requires approval from shareholders, CAC, and in some cases, the courts.

7. Change of Registered Address

• All companies must have a registered office in Nigeria for official correspondence.
• Any change must be filed with CAC to ensure proper service of legal documents.

8. Allotment or Transfer of Shares

• Used to admit new shareholders or adjust ownership percentages.
• Must comply with share transfer restrictions in the company’s Articles of Association.
• Requires CAC notification and updated records.

9. Appointment or Change of Company Secretary

• Public companies must appoint a qualified company secretary.
• Private companies may also appoint one for better governance.
• Any appointment or removal must be filed with CAC.

10. Registration of Charges and Mortgages

• Companies that secure loans with assets must register the charge with CAC within 90 days.
• Ensures the lender’s interest is protected and publicly recorded.

Conclusion

Staying compliant after incorporation is not optional, it’s a legal requirement that safeguards your company’s reputation, operational continuity, and eligibility for contracts and funding.

Let us manage your compliance.

At Chenyung Orokodo & Co, we provide ongoing corporate secretarial and legal advisory services, ensuring your business meets all CAC requirements and avoids costly penalties.

Contact us today to protect and maintain your company’s good standing.