(a) The Companies and Allied Matters Act Cap C20 Laws of the Federation of Nigeria 2004 provides that the notice required for all types of companies’ general meetings shall be twenty-one days from the date the notice is sent. In the present case, although the notice was dated 2 March, it is invalid with respect to the meeting scheduled for 30 March because the relevant date for computation of time is the date the notice is sent, which, in this case, is 12 March. The notice is therefore for 19 days, which is two days short of the period required by the Act.

(b) A company’s general meeting shall be deemed duly called notwithstanding that it is called by a shorter notice when:
(i) It is called as the Annual General Meeting by all members entitled to attend and to vote at such meeting.
(ii) It is called as any other meeting by a majority of members who together hold not less than 95% of the nominal value of the company’s shares with rights to attend and vote (Section 217, Companies and Allied Matters Act).

(c) The two businesses which a notice of the Annual General Meeting of a company may specify are:
(i) Ordinary Business: The items that fall within the ordinary business as specified by Section 214 of the Companies and Allied Matters Act include:

• Consideration of the financial statements of the company
• Declaration of dividend
• Election of directors in place of those retiring
• Appointment of auditors
• Election of members of the audit committee

(ii) Special Business: This is for the consideration of other items apart from those listed above under ordinary business. Such items include:

• Change of name of the company
• Alteration of the memorandum and articles of association of the company
• Change of the share capital of the company, etc.