The sections, word for word
Every section on this subject, exactly as printed in the Official Gazette (Act No. 3 of 2020). The explanation follows beneath.
Section 235. Statutory meeting
(1) Every public company shall, within a period of six months from the date of its incorporation, hold a general meeting of the members of the company (in this Act referred to as “the statutory meeting”).
(2) The directors shall, at least 21 days before the day on which the statutory meeting is held, forward to every member of the company a copy of the statutory report.
(3) The statutory report shall be certified by not less than two directors or by a director and the secretary of the company and shall state—
(a) the total number of shares allotted, distinguishing shares allotted as fully or partly paid-up than in cash, and stating in the case of shares partly paid-up, the extent to which they are paid up, and the consideration for which they have been allotted ;
(b) the total amount of cash received by the company in respect of all the shares allotted, distinguished as aforesaid ;
(c) the names, addresses and descriptions of the directors, auditors, managers, if any, and secretary of the company ;
(d) the particulars of any pre-incorporation contract together with the particulars of any modification or proposed modification ;
(e) any underwriting contract that has not been carried out and the reasons therefor ; (f ) the arrears, if any, due on calls from every director ; and
(g) the particulars of any commission or brokerage paid or to be paid in connection with the issue or sale of shares or debentures to any director or to the manager.
(4) The report shall contain an abstract of the receipts of the company and the payments made from them up to a date within seven days of the date of the report, exhibiting under distinctive headings the receipts of the company from shares, debentures and other sources, the payments made from such receipts and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses of the company.
(5) The statutory report shall, so far as it relates to the shares allotted by the company, and to the cash received in respect of such shares, and to the receipts and payments of the company on capital account, be certified as correct by the auditors.
(6) The directors shall cause a copy of the statutory report, certified as required by this section, to be delivered to the Commission for registration within 14 days after the sending of copies to the members of the company.
(7) The directors shall cause a list, showing the names, descriptions and addresses of the members of the company and the number of shares held by them respectively, to be produced at the commencement of the meeting and to remain open and accessible to any member of the company during the continuance of the statutory meeting.
(8) The members of the company present at the statutory meeting are at liberty to discuss any matter relating to the formation of the company, its commencement of business or arising out of the statutory report.
(9) Any member who wishes a resolution to be passed on any matter arising out of the statutory report shall give further 21 days’ notice from the date on which the statutory report was received to the company of his intention to propose such a resolution, in which case, the statutory meeting shall not be held until the expiration of the 21 days’ notice given to the company by the member.
(10) The statutory meeting may be adjourn and at any adjourned meeting any resolution of which notice has been given in accordance with the articles, either before or subsequently to the former meeting, may be passed, and the adjourned meeting shall have the same powers as the original meeting.
Section 236. Non-compliance and penalty
Without prejudice to the provisions of section 567 of this Act, if a company fails to comply with the requirements of section 235 of this Act, the company and any officer in default commits an offence and are liable to a fine for everyday during which the default continues in such amount as the Commission shall specify in its regulations.
Section 237. Annual general meeting
(1) Except in the case of a small company or any company having a single shareholder, every company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of a company and the next : Provided that—
(a) so long as a company holds its first annual general meeting within 18 months of its incorporation it need not hold it in that year or in the following year ; or
(b) except for the first annual general meeting, the Commission shall have power to extend the time within which any annual general meeting shall be held, by a period not exceeding three months so that not more than 18 months shall elapse between the date of the last annual general meeting and the date of any meeting so extended.
(2) If default is made in holding a meeting of a company in accordance with subsection (1), the Commission, may, on its own or on the application of any member of the company call, or direct the calling of a general meeting of the company and give such ancillary or consequential directions as the Commission considers expedient, including directions modifying or supplementing, in relation to the calling, holding, conducting of the meeting, the operation of the company’s articles, and that the directions that may be given under this subsection shall include a direction that one member of the company present in person or by proxy may apply to the court for an order to take a decision which binds all the members.
(3) A general meeting held in pursuance of subsection (2) is, subject to any direction of the Commission, deemed to be an annual general meeting of the company, but, where a meeting so held is not held in the year in which the default in holding the company’s annual general meeting occurred, the meeting so held shall not be treated as the annual general meeting for the year in which it is held unless, at that meeting, the company resolves that it shall be so treated.
(4) Where a company resolves that a meeting shall be treated as its annual general meeting, a copy of the resolution shall, within 15 days after the passing, be filed with the Commission.
(5) If default is made in holding a meeting of the company in accordance with subsection (1), or in complying with any direction of the Commission under subsections (2) and (3), or in complying with this subsection, the company and every officer of the company are liable to a penalty in such amount as the Commission shall specify in its regulations.
Section 238. Businesses transacted at annual general meeting
All businesses transacted at annual general meetings are deemed special business, except declaring a dividend, presentation of the financial statements and the reports of the directors and auditors, election of directors in the place of those retiring, the appointment, fixing of the remuneration of the auditors, appointment of members of the audit committee and disclosure of remuneration of managers of a company, which are ordinary business.
Section 239. Extraordinary general meeting
(1) The board of directors may convene an extraordinary general meeting whenever they deem fit, and if at any time they are not within Nigeria, sufficient directors capable of acting to form a quorum, any director may convene an extraordinary general meeting.
(2) An extraordinary general meeting of a company may be requisitioned by any member or members of the company holding at the date of the requisition not less than one-tenth of the paid up capital of the company as at the date of the deposit carrying the right of voting, or in the case of a company not having a share capital, members of the company representing not less than one tenth of the total voting rights of all the members having at the said date a right to vote at general meetings of the company, and the directors shall on receipt of the requisition immediately proceed to convene an extraordinary general meeting of the company, notwithstanding anything in its articles.
(3) The requisition shall state the objects of the meeting, and be signed by the requisitionists and deposited at the registered office of the company, and the requisition may consist of several documents in like form each signed by one or more requisitionists.
(4) If the directors do not within 21 days from the date of the deposit of the requisition proceed to convene a meeting, the requisitionists, or any one or more of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting but any meeting so convened shall not be held after the expiration of three months from that date.
(5) A meeting convened under this section by a requisitionist or requisitionists shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by directors.
(6) Any reasonable expenses incurred by the requisitionist or requisitionists by reason of the failure of the directors to convene a meeting, shall be repaid to the requisitionists by the company.
(7) For the purpose of this section, the directors are, in the case of a meeting at which a resolution is to be proposed as a special resolution, deemed not to have duly convened the meeting if they do not give such notice as is required by section 241 of this Act.
(8) All businesses transacted at an extraordinary general meeting are deemed special.
Section 240. Place of meeting
(1) With the exception of small companies and companies having a single shareholder, all statutory and annual general meetings shall be held in Nigeria.
(2) A private company may hold its general meetings electronically provided that such meetings are conducted in accordance with the articles of the company.
What this means
Short answer
Every company except a small company or a company with a single shareholder must hold an annual general meeting each year, and no more than 15 months may pass between one annual general meeting and the next (section 237(1)). A new company must hold its first one within 18 months of incorporation.
The annual general meeting rule
Section 237(1) requires every company, apart from a small company or one with a single shareholder, to hold a general meeting each year as its annual general meeting, in addition to any other meeting that year, and to say in the notice that it is the annual general meeting. Not more than 15 months may pass between one annual general meeting and the next.
- A company that holds its first annual general meeting within 18 months of incorporation need not hold one in the year of incorporation or the year after (section 237(1)(a)).
- Except for the first meeting, the Commission can extend the time for holding an annual general meeting by up to three months, so that no more than 18 months pass between meetings (section 237(1)(b)).
If a company does not hold one
If a company defaults, the Commission can, on its own initiative or at a member’s request, call or direct the calling of a general meeting, with directions adjusting the articles for that purpose. It can direct that one member present in person or by proxy may ask the court for an order to take a decision that binds all members (section 237(2)). A meeting held this way counts as the annual general meeting, but if it is held in a later year it counts for the year of default only if the company resolves that it should, and a copy of that resolution must be filed with the Commission within 15 days (section 237(3) and (4)). The company and every officer are liable to a penalty set by the Commission (section 237(5)).
Ordinary and special business
Everything done at an annual general meeting is special business, except these items, which are ordinary business (section 238):
- declaring a dividend;
- presenting the financial statements and the directors’ and auditors’ reports;
- electing directors to replace those retiring;
- appointing the auditors and fixing their remuneration;
- appointing members of the audit committee; and
- disclosing the remuneration of managers.
Where and how it can be held
Statutory and annual general meetings must be held in Nigeria, except for small companies and companies with a single shareholder. Any company may hold its general meetings electronically, provided it follows its articles (section 240(2), where the Business Facilitation Act 2023 removed the words limiting this to private companies).
The statutory meeting for public companies
A public company must also hold a statutory meeting within six months of incorporation. The directors send every member a statutory report at least 21 days before it, certified by two directors or by a director and the secretary. It covers shares allotted, cash received, the names of directors, auditors, managers and the secretary, pre-incorporation contracts, uncarried-out underwriting contracts, arrears on calls from directors, and commissions paid. The auditors certify the parts on shares and cash, and a copy goes to the Commission within 14 days of sending it to members. The company and any officer in default are liable to a daily fine set by the Commission (sections 235 and 236).
Extraordinary general meetings
The board can call an extraordinary general meeting whenever it thinks fit (section 239(1)). Members holding at least one-tenth of the paid-up voting capital, or one-tenth of the total voting rights in a company without share capital, can requisition one. The requisition must state the objects of the meeting and be deposited at the registered office. If the directors do not convene a meeting within 21 days, the requisitionists holding more than half of the voting rights among them can convene it, and it must be held within three months. The company must repay their reasonable expenses, and all business at an extraordinary general meeting is special business (section 239). See also notice of company meetings.
Questions and answers
When must a company hold its annual general meeting?
Once in each year, with no more than 15 months between one annual general meeting and the next. A first meeting held within 18 months of incorporation satisfies the first year and the next (section 237(1)).
Does a small company need to hold an annual general meeting?
No. Section 237(1) excepts small companies and companies with a single shareholder.
Can an annual general meeting be held online?
Yes. Any company may hold general meetings electronically if it follows its articles (section 240(2), as amended in 2023 to remove the limit to private companies). Statutory and annual general meetings must still be held in Nigeria, except for small companies and single-shareholder companies.
What happens if a company does not hold its annual general meeting?
The Commission can call or direct the calling of one, and the company and its officers are liable to a penalty set by the Commission (section 237(2) and (5)).
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