Ed’ Note – This is the 3rd part in the series of articles on Shares by Teingo, the first part is an introduction into the topic while the second part is a further presentation on the subject.
Introduction
Certain industries require a minimum share capital in
order to have a strong base to support their business operations. Usually, the
regulatory agencies for such companies set a minimum capital requirement at the
point of registration. The lawyer engaged to register the company is saddled
with the responsibility of advising on the minimum share capital for a
prospective company based on the nature of business desired. Some examples are
as follows:
order to have a strong base to support their business operations. Usually, the
regulatory agencies for such companies set a minimum capital requirement at the
point of registration. The lawyer engaged to register the company is saddled
with the responsibility of advising on the minimum share capital for a
prospective company based on the nature of business desired. Some examples are
as follows:
Air transport (local) – N300 million
Air transport (regional) – N1 billion
Air transport (Int’l) – N2 billion
Bureau de Change – N35 million.
Commercial banks with regional authorization –
N10billion
N10billion
Commercial banks with national authorization –
N25billion
N25billion
Commercial banks with international authorization –
N50billion
N50billion
Lottery Company – N5 million.
Merchant Banks – N35 billion
Private Security company/consultant – N10 million
Shipping company/agent –N25 million
Stockbroking companies – N200 million
Where a company is registered with a basic share
capital such as N1m and the company desires to venture into a business that
requires a higher minimum capital base, there would be need to increase the
share capital to meet the higher limit for e.g. increase from N1m to N10m. Some
companies may wish to increase share capital to meet some other requirements
for e.g. banks in Nigeria have had to shore up their capital base a number of
times to meet up with regulatory guidelines. Thus there has been need for
continuous increase in share capital.
capital such as N1m and the company desires to venture into a business that
requires a higher minimum capital base, there would be need to increase the
share capital to meet the higher limit for e.g. increase from N1m to N10m. Some
companies may wish to increase share capital to meet some other requirements
for e.g. banks in Nigeria have had to shore up their capital base a number of
times to meet up with regulatory guidelines. Thus there has been need for
continuous increase in share capital.
Procedure for increase in share
capital
capital
1. Special resolution of the company for increase in
share capital signed by directors or director & secretary.
share capital signed by directors or director & secretary.
2. Duly stamped CAC form for notice of increase in
authorized share capital with stamp duty paid.
authorized share capital with stamp duty paid.
3. Updated annual return filing by the company.
4. Payment of prescribed official fees at CAC.
5. Evidence of compliance with s. 553 CAMA (where
applicable: for banking and insurance companies, deposit, provident or benefit
societies).
applicable: for banking and insurance companies, deposit, provident or benefit
societies).
6. Evidence of payment of FRC dues, (where applicable).
The notice of increase shall be filed with CAC within
15days of passing the resolution for increase and the increase shall not take
effect unless within 6months, the directors deliver to CAC a statutory
declaration that not less than 25% of the share capital (including the
increase) has been issued.
15days of passing the resolution for increase and the increase shall not take
effect unless within 6months, the directors deliver to CAC a statutory
declaration that not less than 25% of the share capital (including the
increase) has been issued.
Procedure for share
relinquishment
relinquishment
Relinquishment of shares is the process whereby a shareholder
returns shares back to the company. All that is required is for the shareholder
to write to the company stating the desire to relinquish the shares of the
company held. The company can either re-allot the relinquished shares
immediately in which case a resolution and re-allotment would be required to be
filed at the CAC. In the alternative, the shares could remain unissued until
the company wishes to re-allot the relinquished shares.
returns shares back to the company. All that is required is for the shareholder
to write to the company stating the desire to relinquish the shares of the
company held. The company can either re-allot the relinquished shares
immediately in which case a resolution and re-allotment would be required to be
filed at the CAC. In the alternative, the shares could remain unissued until
the company wishes to re-allot the relinquished shares.
Procedure for transfer of
shares
shares
1. Completion of share transfer form/instrument of
transfer
transfer
2. Payment of stamp duty on completed form/instrument of
transfer
transfer
3. Payment of official fees at CAC
4. Payment of FRC annual dues (where applicable).
Notice of transfer of shares shall be filed at CAC
within 14 days of the transfer.
within 14 days of the transfer.
Procedure for transmission of
shares
shares
Private company
1. Provide evidence of transmission e.g. letters of
administration (no will) or probate (will).
administration (no will) or probate (will).
2. Application to company to effect change in membership.
3. Upon acceptance, the name of the new holder will be registered
in the register of members.
in the register of members.
Public Company (listed on Nigerian Stock Exchange)
Usually processed through registrars e.g. First
Registrars
Registrars
1. Completion of prescribed form/request letter for
transmission of shares.
transmission of shares.
2. 2 copies of letters of administration (no will) or
Probate (will) and original for sighting.
Probate (will) and original for sighting.
3. 2 copies of death certificate and original for
sighting.
sighting.
4. Original banker’s confirmation of
Administrator/Executor’s signature duly executed by authorized signatories and
containing date account was opened, account number & duly endorsed passport
photo of Administrator/Executor. *Note that disclaimer on bankers confirmation
is not acceptable.
Administrator/Executor’s signature duly executed by authorized signatories and
containing date account was opened, account number & duly endorsed passport
photo of Administrator/Executor. *Note that disclaimer on bankers confirmation
is not acceptable.
5. Copy of gazette/newspaper publication and original for
sighting.
sighting.
6. Original share certificate and dividend warrants for
endorsement.
endorsement.
7. Physical presence of Administrator/Executor with valid
means of identification.
means of identification.
8. Payment of prescribed fee.
This brings us to the end of the series on shares and
what they mean in a company. Hope you have learned something from the
three-part series. Please feel free to engage by leaving a comment.
what they mean in a company. Hope you have learned something from the
three-part series. Please feel free to engage by leaving a comment.
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