Feb 3, 2016

COMPANY OBLIGATIONS AFTER INCORPORATION by Adedunmade Onibokun

 
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Many people who have incorporated companies in Nigeria sometimes don’t know the steps to take after incorporation. Many do not know if they are required to file returns or even how to go about their tax registrations and payments. Via this blog, I will be sharing post incorporation obligations for company owners as it relates to the Corporate Affairs Commission (CAC) and on subsequent posts share tax obligations for every new and existing company registered under the Companies and Allied Matters Act.
Please note that these post incorporation obligations are in line with the provisions of Companies and Allied Matters Act (CAMA).
1.     Every company must keep a register of its members as provided for under Section 83 (1) – (5) and Section 84 (1) – (4).
 
2.     Every company having more than 50 members must keep an index of its members except the register is in such a form as to constitute an index. Section 85 CAMA.
 
3.     Section 97 states that all public companies shall keep a register of interest in shares. 
4.     Every public company shall within a period of 6 months from the date of its incorporation hold a general meeting of the members of the company as stated in Section 211 CAMA. 
5.     Every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings held in that year and shall specify such in the notice calling it as stated in Section 213 (1) CAMA. It should be noted that not more than 15 months must elapse between one general meeting and the next. 
6.     Every company shall cause minutes of all proceedings of meetings as provided for under Section 241(1) – (4) to be entered in books for that purpose.  
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7.     By virtue of the provisions of Section 246(2) CAMA, any company whose number of directors falls below two, shall within one month of its so falling appoint new directors and it shall not carry on business after the expiration of one month, unless such new directors are appointed. 
8.     The company directors must have their first meeting not later than 6 months after incorporation as stated in Section 263 CAMA.  
9.     Every company shall keep at its registered office, register of its directors and secretaries by virtue of Section 292(1)CAMA.  
10. Every company must have a company secretary as stated in Section 293(1). 
11. Every company shall, at least once in every year make and deliver to the commission an annual return in the form containing the matters specified in Sections 371, 372 or 373 of the Act as may be applicable. Provided that accompany need not make a return under the Section either in the year of its incorporation or if not required by Section 213 of the Act or hold an annual general meeting during the following year, in that year.
 
12.  Any change in the registered Head Office address of the company must be given to the commission within fourteen days of such a change as provided for under Section 547(2) CAMA. 
13.   Every company after incorporation shall paint or affix its name and registration number on the outside of every office which it carries on business. Section 548(1) CAMA.
 
14. Every banking company or insurance company or benefit society shall before it commences business and also in the first Monday in February and first Tuesday in August in every year during which it carries on business submit to the commission a statement in the form, in schedule 14 to the Act.  
This aforementioned obligations are however not exhaustive, as the CAC issues various regulations from time to time. However, it is important that every company appoints a company secretary whose duty will be to ensure compliance with the CAC rules and regulations.
 
Adedunmade Onibokun Esq,
@Adedunmade/Twitter

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2 comments:

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