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 241. Length of notice for calling meetings
(1) The notice required for all types of general meetings is 21 days from the date on which the notice was sent out.
(2) A general meeting of a company, notwithstanding that it is called by a shorter notice than that specified in subsection (1), is deemed to have been duly called if it is so agreed in the case of—
(a) a meeting called as the annual general meeting, by all the members entitled to attend and vote ; and
(b) any other general meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding at least 95% in nominal value of the shares giving a right to attend and vote at the meeting or, in the case of a company not having a share capital, together representing at least 95% of the total voting rights at that meeting of all the members.
Section 242. Contents of notice
(1) The notice of a meeting shall specify the place, date and time of the meeting, and the general nature of the business to be transacted in sufficient detail to enable those to whom it is given to decide whether to attend or not, and where the meeting is to consider a special resolution, set out the terms of the resolution.
(2) In the case of notice of an annual general meeting, a statement that the purpose is to transact the ordinary business of an annual general meeting is deemed to be a sufficient specification that the business is for the declaration of dividends, presentation of the financial statements, reports of the directors and auditors, the election of directors in the place of those retiring, fixing of the remuneration of the auditors, and, if the requirements of sections 409 and 410 of this Act are complied with, the removal and election of auditors and directors.
(3) No business may be transacted at any general meeting unless notice of it has been duly given.
(4) In every case in which a member is entitled, pursuant to section 254 of this Act, to appoint a proxy to attend and vote instead of him, the notice shall contain, a statement that a member has the right to appoint a proxy to attend and vote instead of him and that the proxy need not be a member of the company, and if default is made in complying with this subsection as respects any meeting, each officer of the company is liable to a penalty in such amount as the Commission shall specify in its regulations.
(5) An error or omission in a notice with respect to the place, date, time or general nature of the business of a meeting shall not invalidate the meeting, unless the officer of the company responsible for the error or omission acted in bad faith or failed to exercise care and diligence provided that in the case of accidental error or omission, the officer responsible shall effect the necessary correction either before or during the meeting.
Section 243. Persons entitled to notice
(1) The following persons are entitled to receive notice of a general meeting—
(a) every member ;
(b) every person upon whom the ownership of a share devolves by reason of his being a legal representative, receiver or a trustee in bankruptcy of a member ;
(c) every director of the company ;
(d) every auditor for the time being of the company ; and
(e) the secretary, and Commission in the case of public companies.
(2) No other person is entitled to receive notice of general meetings.
Section 244. Service of notice
(1) A notice may be given by the company to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within Nigeria) to the address, supplied by him to the company for the giving of notice to him.
(2) Where a notice is sent by post, service of the notice is deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of seven days after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.
(3) In addition to the notice given personally or by post, notice may also be given by electronic mail to any member who has provided the company an electronic mail address.
(4) A notice may be given by the company to the joint holders of a share by giving the notice to the joint holder first named in the register of members in respect of the share.
(5) A notice may be given by the company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, within Nigeria supplied for the purpose by the person claiming to be so entitled, or until such an address has been so supplied by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
(6) In this section, “registered address”, means any address whether physical or electronic supplied by a member to the company.
Section 245. Failure to give notice
(1) Failure to give notice of any meeting to a person entitled to receive it invalidates the meeting unless such failure is an accidental omission on the part of the person giving the notice.
(2) Failure to give notice to a person entitled to it, due to a misrepresentation or misinterpretation of the provisions of this Act, or the articles, shall not amount to an accidental omission for the purposes of subsection (1).
Section 246. Additional notice
In addition to the notice required to be given to those entitled to receive it in accordance with the provisions of this Act every public company shall, at least 21 days before any general meeting, advertise a notice of such meeting in at least two daily newspapers.
Section 247. Power of Court to order meetings
(1) If for any reason it is impracticable to call a meeting of a company or of the board of directors in any manner in which meetings of that company or board may be called, or to conduct the meeting of the company or board in the manner prescribed by the articles or this Act, the Court may, either of its own motion or on the application of any director of the company or of any member of the company who would be entitled to vote at the meeting, in the case of the meeting of the company, and of any director of the company, in case of the meeting of the board, order a meeting of the company or board, as the case may be, to be called, held and conducted in such manner as the Court deems fit, and where any such order is made, may give such ancillary or consequential directions as it deems expedient.
(2) The directions that may be given under subsection (1) include a direction that one member of the company present in person or by proxy in the case of a meeting of the company, and one director in the case of the board may apply to the Court for an order to take a decision which shall bind all the members.
(3) Any meeting called, held and conducted in accordance with an order under subsection (1), is for all purposes deemed to be a meeting of the company or of the board of directors duly called, held and conducted.
What this means
Short answer
A general meeting needs 21 days’ notice from the date the notice was sent out (section 241(1)). Shorter notice is valid for an annual general meeting if all members entitled to attend and vote agree, and for any other meeting if a majority in number holding at least 95% in nominal value of the voting shares agree (section 241(2)).
How much notice
Section 241(1) sets 21 days for all types of general meeting, counted from the date the notice was sent out. Shorter notice is allowed under section 241(2) if it is agreed by:
- all the members entitled to attend and vote, for a meeting called as the annual general meeting; or
- for any other general meeting, a majority in number of the members entitled to attend and vote, together holding at least 95% in nominal value of the shares carrying that right. In a company without share capital, the 95% is of the total voting rights.
What the notice must say
Under section 242, the notice must state the place, date and time of the meeting, and the general nature of the business in enough detail for recipients to decide whether to attend. If a special resolution is to be proposed, the notice must set out its terms. For an annual general meeting, a statement that the purpose is to transact the ordinary business is enough to cover dividends, financial statements, the directors’ and auditors’ reports, electing directors to replace those retiring and fixing the auditors’ pay.
- No business may be transacted unless notice of it was properly given (section 242(3)).
- Where a member can appoint a proxy, the notice must say so and say that a proxy need not be a member. Failing to do so exposes each officer to a penalty set by the Commission (section 242(4)).
- An error or omission in the place, date, time or nature of the business does not invalidate the meeting unless the responsible officer acted in bad faith or failed to take care and diligence. An accidental error must be corrected before or during the meeting (section 242(5)).
Who is entitled to notice
Section 243 lists the people entitled to notice, and no one else is:
- every member;
- anyone on whom ownership of a share passes as a member’s legal representative, receiver or trustee in bankruptcy;
- every director;
- every auditor; and
- the secretary, and the Commission in the case of public companies.
How notice is served
Under section 244, a company may serve notice on a member personally or by post, and may also give notice by email to a member who supplied an email address (section 244(3)). The Business Facilitation Act 2023 amended section 244(1) so that electronic notice is a mode of service in its own right. A company may serve notice on a member personally, by post, or electronically to his registered address, or to the address he gave for notices if he has none in Nigeria. A notice of a meeting sent by post is treated as served at the end of seven days after it is properly addressed, prepaid and posted. A company may also send it by email to members who have given an email address, in addition to personal or postal notice. Notice to joint holders goes to the first named in the register, and notice to the representatives of a deceased or bankrupt member goes to the address they supplied or, until then, in any way notice could have been given before.
Section 241 counts 21 days from the date the notice was sent out, while section 244(2) treats a posted notice as served after seven days. Build both into the timetable before you post.
Extra steps for public companies
In addition to notice to those entitled, a public company must advertise notice of any general meeting at least 21 days before it in at least two daily newspapers (section 246).
If notice is not given
Failing to give notice to a person entitled to it invalidates the meeting, unless the failure was an accidental omission by the person giving notice. Failing to give notice because of a misreading of the Act or the articles is not an accidental omission (section 245).
Related notice rules
- A special resolution needs 21 days’ notice stating the intention (section 258(2)), and special notice resolutions need 28 days (section 261). See resolutions.
- A proxy form must be deposited at least 48 hours before the meeting, or 24 hours before a poll (section 254(7)).
- Board meetings need 14 days’ notice (section 292). See board meetings.
- If a meeting cannot practically be called or conducted in the normal way, the court can order one (section 247).
Questions and answers
How much notice does a company meeting need?
21 days from the date the notice was sent out (section 241(1)).
Can a meeting be held on shorter notice?
Yes. An annual general meeting if all members entitled to attend and vote agree, and any other general meeting if a majority in number holding at least 95% in nominal value of the voting shares agree (section 241(2)).
Who is entitled to notice of a general meeting?
Every member, the legal representative, receiver or trustee in bankruptcy of a member, every director, every auditor, and the secretary, plus the Commission for public companies (section 243).
What if someone entitled to notice does not get it?
The meeting is invalid unless the failure was an accidental omission by the person giving notice (section 245).
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