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View article PDFUnder the Companies and Allied Matters Act 2020 (CAMA 2020), shareholders participate in key company decisions mainly through general meetings. Depending on the nature of the business to be transacted, a company may hold a Statutory Meeting, an Annual General Meeting (AGM), or an Extraordinary General Meeting (EGM).
Key Takeaways
| Meeting Type | Applicable To | Purpose | Timeline |
|---|---|---|---|
| Statutory Meeting | Public companies only | To inform shareholders about the company’s affairs shortly after incorporation. | Within 6 months of incorporation. |
| Annual General Meeting (AGM) | Most companies, subject to exemptions. | To transact ordinary and special business. | First AGM within 18 months; thereafter yearly and no more than 15 months after the previous AGM. |
| Extraordinary General Meeting (EGM) | All companies. | To transact urgent or special business. | As required. |
Annual General Meetings (AGMs)
The AGM is the principal recurring meeting of members of a company. It enables members to, among other things, review performance, receive the financial statements and the directors’ and auditors’ reports, declare dividends, elect directors, and appoint auditors and audit committee members.
Extraordinary General Meetings (EGMs)
An EGM is convened whenever urgent or special business arises between AGMs. Common examples include:
- Alteration of share capital
- Amendment of constitutional documents
- Major corporate restructurings
- Removal or appointment of directors
Key Compliance Timelines
| Requirement | Timeline |
|---|---|
| Notice of general meeting | 21 days |
| Special notice of intended resolution | 28 days |
| Appointment of proxy | Usually not less than 48 hours before the meeting |
| Directors to convene a requisitioned EGM | 21 days |
Notice, Quorum and Proxies
Every member entitled to attend and vote must receive proper notice; failure to do so may invalidate the meeting. No business may be transacted unless the requisite quorum is present. Members may appoint proxies to attend and vote on their behalf. Following the amendment to section 240(2) of CAMA 2020 by the Business Facilitation (Miscellaneous Provisions) Act 2022, both private and public companies may hold general meetings electronically if their articles of association permit.
Practical Compliance Checklist
- Determine the appropriate type of meeting.
- Issue proper notice within the prescribed period.
- Verify quorum requirements.
- Make proxy forms available where necessary.
- Prepare resolutions in the correct form.
- Keep accurate minutes.
- File required resolutions and returns with the CAC within the prescribed timelines.
How Berkeley Legal Can Help
Berkeley Legal is a leading full-service business law firm in Nigeria, providing specialized legal services to local and international businesses. For guidance on general meetings and compliance under CAMA 2020, contact info@berkeleylp.com.
For more information, contact info@berkeleylp.com.
The information provided in this article is for general informational purposes only and does not constitute legal advice.