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Board Resolution For Incorporation Of Wholly Owned Subsidiary for Nigeria

Board Resolution For Incorporation Of Wholly Owned Subsidiary Template for Nigeria

This document is a formal board resolution that authorizes and approves the incorporation of a wholly owned subsidiary company in Nigeria. It complies with the requirements of the Companies and Allied Matters Act (CAMA) 2020 and includes specific provisions for establishing the subsidiary's structure, appointing initial directors, and delegating authority for incorporation procedures. The resolution serves as official evidence of the board's approval and provides necessary authorization for officers to proceed with the subsidiary's registration with the Corporate Affairs Commission of Nigeria.

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Board Resolution For Incorporation Of Wholly Owned Subsidiary

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What is a Board Resolution For Incorporation Of Wholly Owned Subsidiary?

A Board Resolution For Incorporation of Wholly Owned Subsidiary is a crucial corporate document required when a company decides to establish a new subsidiary in Nigeria. This document is essential for compliance with the Companies and Allied Matters Act (CAMA) 2020 and must be prepared when a parent company wishes to expand its operations through a wholly owned subsidiary structure. The resolution typically includes specific details about the proposed subsidiary, including its name, objectives, share capital, and initial directors. It also provides necessary authorizations for designated officers to execute all required documentation for the incorporation process. This document is particularly important as it demonstrates proper corporate governance and board approval, which is required by the Corporate Affairs Commission of Nigeria during the subsidiary registration process. The resolution serves as evidence that the decision to incorporate the subsidiary was properly considered and approved at the appropriate corporate level.

What sections should be included in a Board Resolution For Incorporation Of Wholly Owned Subsidiary?

1. Title and Date: Specifies the type of resolution and date of the board meeting

2. Company Details: Full legal name and registration details of the parent company

3. Attendance and Quorum: List of directors present and confirmation of meeting quorum requirements

4. Background: Brief explanation of the business rationale for incorporating the subsidiary

5. Resolutions: The main body of decisions, including approval to incorporate the subsidiary, authorized share capital, and business objectives

6. Authorization: Specific powers granted to officers to execute incorporation documents and related matters

7. Subsidiary Details: Proposed name, registered address, and business objectives of the new subsidiary

8. Certification: Statement certifying that the resolution was duly passed and signatures of required officers

What sections are optional to include in a Board Resolution For Incorporation Of Wholly Owned Subsidiary?

1. Initial Directors Appointment: Section appointing the first directors of the subsidiary - include if directors are being appointed in the same resolution

2. Share Structure: Detailed breakdown of share classes and rights - include if the subsidiary will have multiple share classes

3. Funding Authorization: Authorization for initial capital injection - include if immediate funding is being approved

4. Corporate Services Agreements: Approval of any immediate service agreements between parent and subsidiary - include if such agreements are being established

5. Foreign Investment Provisions: Additional provisions required for foreign-owned companies - include if parent company is foreign

What schedules should be included in a Board Resolution For Incorporation Of Wholly Owned Subsidiary?

1. Schedule A - Subsidiary Details: Detailed information about the subsidiary including proposed name, address, objects, and share capital structure

2. Schedule B - Initial Officers: List of initial directors and officers with their details and positions

3. Schedule C - Powers of Attorney: Details of individuals authorized to execute incorporation documents and related matters

4. Appendix 1 - Draft Memorandum and Articles: Draft constitutional documents of the subsidiary for board review

5. Appendix 2 - Corporate Structure Chart: Diagram showing relationship between parent company and new subsidiary

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions




















Clauses



















Relevant Industries

Financial Services

Manufacturing

Technology

Energy

Telecommunications

Real Estate

Retail

Mining

Agriculture

Healthcare

Professional Services

Construction

Transportation

Education

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Corporate Development

Compliance

Finance

Corporate Governance

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Director

Chief Financial Officer

Board Chairman

Board Director

Corporate Counsel

Head of Corporate Development

Chief Operating Officer

Compliance Officer

General Counsel

Corporate Governance Officer

Head of Legal

Business Development Director

Industries







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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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