Nigerian Law School : Corporate Law Practice, Wednesday, August 11, 2010 - Part 5 (Answers from Question 5a - 6e)

QUESTION 5 (a):
Documents to submit to CAC for conversion from private to public include:
(1)    Duly completed application in the prescribed CAC Form
(2)    Copy of Memo & Articles as amended to reflect the change in status
(3)    Copy of the special resolution
(4)    Copy of the Written Statement of the Directors and the secretary, certified on oath, and showing that the paid up capital of the company as at the date of the application is not less than 25 per cent of the authorized share capital as at that date
(5)    A copy of the balance Sheet of the company as at the date of the application or the preceding 6 months, whichever is later
(6)    Copy of the company`s prospectus or a statement in lieu of the prospectus delivered within the preceding 12 months to the SEC
(7)    Updated annual returns
(8)    Payment of prescribed fees
(9)    Evidence of payment of FRC annual dues
(ii)    See Regulation 25 of the Company Regulations, 2012


QUESTION 5 (b):

SALMAN NIGERIA LIMITED
12, Law School Road, Victoria Island, Lagos
08123566789, amacoltd@yahoo.com


SPECIAL RESOLUTION TO CONVERT THE
COMPANY TO PUBLIC COMPANY PURSUANT TO SECTION 50 CAMA


At the General Meeting of the above-mentioned Company held on---------------------- the ---------------- day  of-----------------20------------------ the following resolution was proposed and duly passed:

“That the company be and is hereby converted to a public company and that the Directors be and they are hereby authorized and directed to take such steps as may be proper and necessary for effecting such conversion.”

 Dated the ------------------day of ------------------- 20----------------------

Signed:

----------------------
Secretary/ Director


QUESTION 5 (c):
Completion/Filling of Form CAC 7 (Particulars of Directors & of any Changes therein
 

QUESTION 5 (d):                                   

SALMAN JAPAN LIMITED
20, German Street
Tokyo, Japan
Date: -------------


The Executive President & Commander In Chief of the Armed forces
Federal Republic of Nigeria

Through:

The Secretary to the Government of the Federation
The Presidency, Aso Rock Villa,
Abuja, Nigeria,

Dear Sir,

APPLICATION FOR EXEMPTION FROM REGISTRATION UNDER SECTION 56, CAMA


We, the above-named Company, having been invited to Nigeria by the United States Agency for International development (USAID) to execute a loan project for the Federal Government of Nigeria, hereby apply for exemption from formal incorporation as a Nigerian Company.

Please find attached the necessary documents as stipulated by section 56 (2), CAMA, Cap C20, LFN, 2004

Thanks.

Yours faithfully,

------------------------------
Company Secretary


QUESTION 6 (a):
Procedure for creation of a charge over a company`s property:
(1)    Pass a Board resolution to authorize the loan
(2)    Obtain the loan from the bank, following relevant procedures
(3)    Documentation: Prepare the relevant loan agreements and Deeds
(4)    Execution of Loan Agreement/Deeds
(5)    Perfection of the transaction under the relevant laws ------- (a) Governor`s consent, (b) Stamping & (c) registration
(6)    Registration of the Charge with CAC within 90 days of its creation using Form CAC 9 (Particulars of charge) – see the Company Regulations, 2012
(7)    Enter particulars of the charge in the (a) Register of Charges & (b) Register of Debenture Holders
(8)    Obtain Certificate of Charge issued by CAC

QUESTION 6 (b):
Remedies available to Bank of Commerce & Industry in recovering the loan and interests from Ankara Textiles Plc and in the circumstances:
(1)    Action in court for recovery of the loan and interests
(2)    Appointment of receiver
(3)    Foreclosure
(4)    Power of Sale
(5)    Taking Possession
(6)    File a petition for winding up of the company under the Companies Winding Up Proceedings Rules

QUESTION 6 (c):

Every charge created by a company must be registered with the CAC within 90 days of creating the charge under s. 197 (1)CAMA. Otherwise the charge created is void against liquidators or creditors of the company & any subsequent purchaser for value without notice

QUESTION 6 (d):
Procedure for Increase of share capital is as follows:
(1)    Board resolution to authorize the increase
(2)    Pass Special Resolution to effect the increase
(3)    Sent the following documents to CAC within 15 days of the passing of resolution to increase the share capital:
a.    Statement of the Increase, duly stamped
b.    Notice of Increase
c.    Copy of resolution passed to effect increase
d.    Memo & Articles, as amended to reflect the increase
(4)    Ensure that not less than 25 per cent of the increased authorized shares capital is issued within 6 months
(5)    Statutory declaration by Directors, verifying the increase, which must be delivered to the CAC
(6)    Obtain Certificate of Increase from the CAC
(7)    Annex a copy of the Certificate of Increase and the Resolution to the Memo & Articles

NOTE: increase in share capital does not take effect unless:
(1)    At least 25 percent of the increased share capital is issued within six months of increase
(2)    The directors depose to a Statutory declaration by Directors, verifying the increase, which must be delivered to the CAC

Draft Resolution for Increase in share capital

NKARA TEXTILES NIGERIA LIMITED
15, Law School Road, Victoria Island, Lagos
08123566789, ankaratl@gmail.com


SPECIAL RESOLUTION TO INCREASE SHARE CAPITAL
Pursuant to Section lO2(1)


At the General Meeting of the above-mentioned Company held on----------------- the--------------day  of -----------------20--------------------the following resolution was proposed and duly passed:

“ That the amount forming the Authorised Share Capital of the Company be increased to N200 million by the creation of ......................... Ordinary Shares of  each, such new shares to rank pari passu in all respects with the existing Shares in the capital of the Company.

 Dated the------------------- day of ------------------   20--------------------

Signed:
   
---------------------
Secretary/ Director


QUESTION 6 (e):.


ANSWER: 
It is intermediate merger.
This is intermediate merger. Procedure is as follows:

Involves three major steps:
(4)    Pre-merger notification to SEC
(5)    Formal application for approval to SEC
(6)    Post –merger notification to SEC

Procedure for Merger:
xii)    Separate BOD resolution of each merging company to authorize merger
xiii)    Due diligence on merging companies
xiv)    Prepare scheme of merger
xv)    Pre-merger notification to SEC and submit draft scheme of merger
xvi)    If SEC, approves scheme, then make a formal application to SEC for merger
xvii)    Application by any of the merging companies for a court-ordered general meeting
xviii)    Each merging company holds a court-ordered meeting to pass a special resolution to approve the merger
xix)    If SEC approves scheme of merger, make an application to court to sanction the scheme of merger
xx)    If court sanctions the scheme, register the order with CAC within 7 days
xxi)    Publish court order in at least one daily national newspaper and Federal gazette
xxii)    Post –merger notification to SEC of completion of merger





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