A Board Resolution For Change In Shareholding Pattern is a crucial corporate document required under Nigerian law whenever there are proposed changes to a company's share ownership structure. This document is essential for compliance with the Companies and Allied Matters Act (CAMA) 2020 and must be prepared when shares are being transferred, new shares are being issued, or existing shareholding patterns are being modified. The resolution demonstrates proper corporate governance by documenting the board's formal approval of the changes, including details of the existing and proposed shareholding structure, consideration of any regulatory requirements, and authorization for executing necessary documentation. It serves as a legal record for the Corporate Affairs Commission, shareholders, and other stakeholders, and is particularly important for maintaining transparent corporate records and ensuring compliance with Nigerian corporate law requirements.
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1. Title and Company Details: Full legal name of the company, registration number, and registered address
2. Date and Venue: Date, time, and location of the board meeting
3. Attendance: List of directors present and absent, confirmation of quorum
4. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
5. Background: Context of the proposed shareholding change, including reasons and circumstances
6. Existing Shareholding Pattern: Current distribution of shares among shareholders
7. Proposed Changes: Detailed description of the proposed changes in shareholding
8. Board's Consideration: Discussion points and factors considered by the board
9. Resolution: Formal resolution text approving the change in shareholding pattern
10. Implementation Authority: Authorization for specific officers to execute necessary documents
11. Closure: Signature section for Chairman/Company Secretary and date of signing
1. Foreign Investment Compliance: Required when changes involve foreign shareholders or investment
2. Special Conditions: Any specific conditions or requirements attached to the share transfer
3. Right of First Refusal Waiver: When existing shareholders waive their pre-emptive rights
4. Regulatory Approvals: When specific regulatory approvals are required for the transfer
5. Share Valuation Details: When specific share valuation methods need to be documented
6. Tax Considerations: When specific tax implications need to be acknowledged
1. Schedule 1 - Existing Shareholding Structure: Detailed table showing current shareholders and their holdings
2. Schedule 2 - Proposed Shareholding Structure: Detailed table showing shareholding structure after the proposed changes
3. Schedule 3 - Share Transfer Forms: Copies of executed share transfer forms
4. Appendix A - Supporting Documents: Relevant supporting documentation (share certificates, payment proof, etc.)
5. Appendix B - Regulatory Filings: Copies of required CAC forms and other regulatory documents
6. Appendix C - Shareholder Consents: Written consents or waivers from relevant shareholders if required
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