Nigerian Law School : Corporate Law Practice, Wednesday, August 11, 2011 - Part 5 (Answers 2e - 3b)

QUESTION 2 (e)
Various statutory Returns to be filed by the company (Secretary of a Company) include the following:


 1)    Annual Returns, to be filed within 42 days of the AGM under s. 370 CAMA   

2)    Returns of allotments, to be filed within one month of the allotment under s. 129 CAMA   

3)    Returns of auditors, to be filed within 14 days under ss. 357 and 362 (2) CAMA 

4)    Consummation of Merger, to be filed within 7 days.   

5)    Return during receivership, to be filed within 14 days under s. 392 CAMA   

6)    Court Orders, to be filed within 14 days of making the order under ss. 46 (9), 53 (3) and 90 (4) CAMA  

7)    Returns on alteration of share capital, to be filed within one month of the alteration under s. 101CAMA  

8)    Statement of Bank, insurance, companies, to be filed (1) before commencement of  business, (2) first Monday in February of every year and (3) first Tuesday in August of every year s. 553 (1) CAMA  

9)    Registration of Certain resolutions, to be made within 15 days of passing the  resolution under s. 237 CAMA   

10)    Registration of Charges, to be made within 90 days of creating the charge unders 197 CAMA   

11)    Notice of change of Directors and Secretaries, to be filed within 14 days of the change under s. 292 (4) CAMA    

12)    Notice of place where register of Members is kept, to be filed within 28 days  under s. 84 CAMA   

13)    Filing of special resolutions, to be made within 15 days of passing the resolution under s. 237 CAMA 

14)    Notice of Increase in share capital, to be filed within 15 days of the increase under  s. 102 CAMA   

15)    Registration of appointment of a receiver or a manager, to be made within 7 days  of the appointment under s. 206 CAMA   

16)    Statutory Report, to be filed with the CAC FORTHWITH after sending to  members of the company under s/ 211 (6) CAMA. Note that a copy of the Statutory Report must be sent to every member at least 21 days before the date of the Statutory  meeting under s. 211 (2) CAMA   

17)    Court order dissolving a Company on the application of the Liquidator on  completion of winding up, to be filed within 14 days of the making of the order under s. 454 (2) CAMA   

18)    Notice of appointment of liquidator, to be filed with CAC within 14 days of the appointment under s. 491 CAMA. Note that under the same section, notice of  appointment of a Liquidator must be published in the Federal Gazette and in at least TWO national dailies within 14 days of the appointment.   

19)   Notice of Resignation of auditor, to be filed within 14 days of receipt of the notice of resignation under s. 365 (3) (a)CAMA

20)    Notice of statutory declaration of solvency, to be filed with the CAC after the date of making of the Declaration but before the passing of the resolution for voluntary winding up under s. 462 (2) (a) CAMA. Note that Statutory Declaration of Solvency, to be effective, must be made within the five weeks immediately preceding  the date of the passing of the resolution for winding up and must be accompanied by a statement of the Company`s Assets & Liabilities: see s. 461 (2) (a) CAMA  

21)    Notice of resolution to wind up voluntarily, to be filed within 14 days of passing the resolution under s. 458 CAMA. Note also that under the same section, notice of  resolution must be published in the Federal Gazette and in at least TWO national dailies within 14 days of the resolution.


QUESTION 3 (a)  

FIRST CAPITAL AIRLINES LIMITED
2, Law School Road, Victoria Island, Lagos
08123456789,  firstcapital@yahoo.com


August 30, 201 
The Registrar General Corporate Affairs Commission
Abuja 

Dear Sir,

  APPLICATION FOR RE-REGISTRATION AS A PUBLIC COMPANY 

We hereby apply for re-registration of First Capital Airlines Ltd as First Capital Airlines Plc, i.e., from a private limited company to a public limited company.

For this purpose, we forward the following documents:
(i)    Application in the prescribed Form to CAC, signed by Director and Secretary
(ii)    Copy of Memo & Articles, as altered to reflect the conversion
(iii)    Copy of the special resolution passed to effect conversion
(iv)    Statutory Declaration by Director & Secretary stating that the special resolution has been passed and that the paid up capital as at the date is not less than 25% of the authorized share capital
(v)    Copy of the balance sheet of the company as at the date of the resolution or the preceding six months, whichever is later
(vi)    Statutory Declaration/statement on oath by Director & Secretary stating that the aggregate asset of the company is not less than paid up capital as at the date and that the special resolution required for the re-registration has been passed
(vii)    Copy of prospectus or statement in lieu of the prospectus delivered within the preceding twelve (12) to SEC
(viii)     Original Certificate of Incorporation
(ix)    Prescribed fees
(x)    Updated annual returns
(xi)    Evidence of payment of FRC annual dues

Thanks, Sir.

Yours faithfully,

DIRECTOR ------------------                        SECRETARY-------------------------


 QUESTION 3 (b)
Draft of Memorandum of Association of the Company

FEDERAL REPUBLIC OF NIGERIA
COMPANIES & ALLIED MATTERS ACT, 1990 
COMPANY LIMITED BY SHARES
  MEMORANDUM OF ASSOCIATION
OF
FIORST CAPITAL AIRLINES PLC

1.    The name of the company is FIRST CAPITAL AIRLINES PLC
2.    The registered office of the Company is situate in Nigeria
3.    The object for which the Company is established is to carry on the business of domestic and international airline passenger services and other incidental businesses
4.    The Company is a public Company
5.    The liability of the members is limited by shares
6.    The share capital of the Company is N500,000 divided into 500,000 ordinary shares of N1.00 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 take the number of shares in the capital of the Company set opposite our respective names

S/NO

NAME, ADDRESS & DESCRIPTION OF SUBSCRIBER

 NUMBER OF       SHARES TAKEN

SIGNATURE

1.

 

 

 

2.

 

 

 

3.

 

 

 

4.

 

 

 

5.

 

 

 

7.

 

 

 

 

TOTAL SHARES TAKEN

 

 

     
 Dated this -------------- day of--------------------2011  

WITNESS TO THE ABOVE SIGNATURES:

SIGNATURE: --------------------------

NAME: ---------------------------------

ADDRESS:  ---------------------------

OCCUPATION: ------------------------



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