Board Resolution Sample Nigeria

BOARD RESOLUTION OF [COMPANY FULL LEGAL NAME]

Document ID: BR-[YEAR]-[UNIQUE_ID] Effective Date: [Date of Meeting] Version: 1.0 Governing Jurisdiction: Federal Republic of Nigeria

STATUTORY & LEGAL COMPLIANCE NOTICE

This document is a formal template drafted in accordance with the Companies and Allied Matters Act (CAMA) 2020 of the Federal Republic of Nigeria. It is intended for use by corporate entities incorporated in Nigeria. This document does not constitute personalized legal advice. Users are strongly advised to consult with qualified Nigerian legal counsel to ensure compliance with specific company Articles of Association, the specific requirements of the Corporate Affairs Commission (CAC), and the underlying nature of the board authorization.

1. RECITALS

WHEREAS:

1. [Company Full Legal Name] (the "Company") is a private/public company limited by shares, duly incorporated under the laws of the Federal Republic of Nigeria, with RC Number: [RC Number].
2. The Board of Directors (the "Board") convened a meeting on [Date of Meeting] at [Address of Meeting/Virtual Platform] to deliberate on [State Purpose, e.g., the execution of a Service Agreement with Client/Counterparty].
3. The Board has determined that the transaction contemplated is in the best interest of the Company and falls within the scope of the Company’s objects as defined in its Memorandum and Articles of Association.

2. OPERATIVE RESOLUTIONS

IT IS HEREBY RESOLVED AS FOLLOWS:

1. Approval of Transaction: That the Company enters into an agreement (the "Agreement") with [Client Full Legal Name] (the "Counterparty") for the provision of [Scope of Services/Purpose of Contract] for a total consideration of [Amount in USD].

2. Execution of Documents: That the Director(s) and/or Secretary of the Company are hereby authorized to sign, execute, and deliver the Agreement, and any ancillary documents, notices, or instruments required to give effect to the transaction.

3. Affixing of Common Seal: That, if required by the Articles of Association or the nature of the transaction, the Common Seal of the Company be affixed to the Agreement and all related documents in the presence of the authorized signatories.

4. Ratification: That any actions taken by any Director or Officer of the Company in connection with the subject matter of this resolution prior to the date hereof are hereby ratified, confirmed, and approved in all respects.

3. MISCELLANEOUS PROVISIONS

Governing Law: This Resolution shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

Severability: If any provision of this resolution is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

4. EXECUTION & SIGNATURE BLOCKS

CERTIFIED TRUE COPY OF THE RESOLUTIONS PASSED BY THE BOARD OF DIRECTORS OF [COMPANY FULL LEGAL NAME] ON THIS [DAY] OF [MONTH], [YEAR].

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________ Printed Name: [Name of Director] Title: Director Date: [Date]

Signature: _____________________________________ Printed Name: [Name of Secretary] Title: Company Secretary Date: [Date]

5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Preparation:

   • Open the document in Microsoft Word. Use the "Find & Replace" function (Ctrl+H) to update all bracketed fields (e.g., [Company Full Legal Name]) with actual data.
   • Verify the "RC Number" against the company’s Certificate of Incorporation.
   • Ensure the "Amount in USD" is clearly defined and matches the underlying contract.

2. Verification of Authority:

   • Confirm that the quorum requirements for board meetings as stated in the Company's Articles of Association are satisfied before the meeting is called to order.
   • Ensure the resolution is recorded in the Company’s Minute Book as required by Section 240 of CAMA 2020.

3. Execution:

   • Print two hard copies on company letterhead.
   • Secure signatures from the authorized Director(s) and the Company Secretary.
   • If the Articles require the Common Seal, ensure it is embossed or affixed securely.
   • For digital execution, use platforms such as DocuSign or Adobe Sign, ensuring that the "Audit Trail" feature is enabled to verify the identity of the signatories.

4. Record Retention & Filing:

   • The original executed resolution must be kept in the Company’s statutory minute book.
   • If this resolution is for the purpose of a bank mandate or a major regulatory filing, provide a "Certified True Copy" (CTC) signed by the Company Secretary to the relevant institution.
   • Digital copies should be stored in a secure, encrypted document management system.