Ronkey, Peace, and Victoria intend to register a limited liability company. They have consulted you as an expert for advice on the appointment and duties of the officers of the company as well as other issues pertaining to registration of companies.

Required:
i. Advise the three on FOUR categories of persons eligible for appointment as a company secretary.
ii. State FOUR categories of persons who will be entitled to receive the notice of the Annual General Meeting when the company is eventually registered.
iii. State FOUR grounds on which the Corporate Affairs Commission may refuse to register the documents of incorporation to be submitted for registration.

 

i. Categories of Persons Eligible for Appointment as a Company Secretary

  1. Legal Practitioners: Qualified lawyers who are members of the Nigerian Bar Association and have relevant experience.
  2. Chartered Secretaries: Professionals who are members of the Chartered Institute of Secretaries and Administrators.
  3. Accountants: Members of recognized accounting bodies, such as ICAN or ACCA, are eligible.
  4. Experienced Corporate Administrators: Individuals with requisite qualifications and experience in company law and administration, even if they do not belong to a specific professional body.

ii. Categories of Persons Entitled to Receive Notice of the Annual General Meeting

  1. Shareholders: All members holding shares in the company are entitled to receive the AGM notice.
  2. Directors: Every director of the company should be notified of the AGM.
  3. Auditors: The company’s appointed auditors must receive notice as they may be required to report during the meeting.
  4. Debenture Holders: If the company has issued debentures, holders of these instruments are entitled to receive notice of the AGM.

iii. Grounds for Refusal by the Corporate Affairs Commission to Register Incorporation Documents

  1. Non-Compliance with Company Name Regulations: If the proposed name is offensive, identical to an existing entity, or contravenes any statutory regulation.
  2. Incomplete or Incorrect Documentation: Submission of incomplete or inaccurately filled documents, including missing required details.
  3. Invalid or Unsuitable Objects Clause: If the objects of the company, as stated in the Memorandum of Association, are illegal or against public policy.
  4. Inadequate Paid-Up Capital: Failure to meet the minimum paid-up capital requirements set by the Corporate Affairs Commission.
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