Board Resolution Template Nigeria

BOARD RESOLUTION TEMPLATE: NIGERIA

DOCUMENT ID: BR-NIG-[YYYY]-[001] EFFECTIVE DATE: [Date] VERSION: 1.0 GOVERNING JURISDICTION: Federal Republic of Nigeria (Companies and Allied Matters Act 2020)

LEGAL DISCLAIMER

This template is provided for informational and drafting purposes only. It constitutes a legal instrument subject to the Companies and Allied Matters Act (CAMA) 2020. Users are advised that while this document reflects standard Nigerian corporate governance practices, it does not constitute formal legal advice. Execution of this resolution requires verification of the company’s Memorandum and Articles of Association (MEMART). You are strongly encouraged to consult with a solicitor qualified to practice in Nigeria to ensure alignment with specific corporate governance codes (e.g., SEC Nigeria Code of Corporate Governance) and the company’s internal constitutional documents.

RESOLUTION OF THE BOARD OF DIRECTORS OF [COMPANY FULL LEGAL NAME]

RC NUMBER: [Registration Number] HELD AT: [Address of Meeting / Virtual Venue] ON: [Date] AT [Time]

WHEREAS:

1. The Board of Directors of [Company Full Legal Name] (the "Company") met to deliberate on [State purpose, e.g., the approval of a credit facility, appointment of auditors, or entry into a commercial contract].
2. The Company intends to enter into a [Type of Agreement] with [Client/Counterparty Full Legal Name] (the "Counterparty") having its principal office at [Principal Address] (the "Transaction").
3. The Board has determined that the Transaction is in the best interest of the Company and consistent with its objects as defined in its Memorandum of Association.

OPERATIVE CLAUSES

1. APPROVAL OF TRANSACTION The Board hereby ratifies and approves the terms of the Transaction in the amount of [Amount in USD] as set forth in the underlying Agreement attached hereto. The Board acknowledges that the Company has the corporate capacity and authority to execute the Transaction.

2. AUTHORIZATION OF SIGNATORIES The Board hereby authorizes [Name of Director/Officer] (the "Authorized Signatory"), holding the title of [Title], to execute, seal, and deliver the Agreement and any other ancillary documents necessary to give effect to the Transaction on behalf of the Company. The specimen signature of the Authorized Signatory is set out below.

3. RATIFICATION OF ACTS All acts performed by any Director or Officer of the Company in connection with the negotiation and drafting of the Agreement prior to the date of this Resolution are hereby approved, ratified, and confirmed.

4. CORPORATE SEAL If applicable, the Authorized Signatory is hereby empowered to affix the Common Seal of the Company to the Agreement and any other relevant instruments in accordance with the Company’s Articles of Association.

5. INTELLECTUAL PROPERTY The Board agrees that all intellectual property developed under the Transaction shall vest in accordance with the terms of the Agreement, and the Company hereby asserts its rights to maintain ownership/licensing as stipulated therein, ensuring compliance with the Nigerian Copyright Act and the Patents and Designs Act.

6. DISPUTE RESOLUTION AND GOVERNING LAW This Resolution and the underlying Transaction shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising therefrom shall be resolved through binding arbitration in Lagos, Nigeria, in accordance with the Arbitration and Mediation Act 2023.

7. SEVERABILITY If any provision of this Resolution is found to be invalid or unenforceable under Nigerian law, such provision shall be severed, and the remainder of the Resolution shall remain in full force and effect.

EXECUTION AND FORMAL SIGNATURE BLOCKS

CERTIFIED TRUE COPY We, the undersigned, being Directors of [Company Full Legal Name], hereby certify that the foregoing is a true and correct record of the resolution passed by the Board of Directors of the Company on the date first above written.

FOR [COMPANY FULL LEGAL NAME]:

Director 1: Signature: _____________________________________ Printed Name: [Name] Date: [Date]

Director 2 / Company Secretary: Signature: _____________________________________ Printed Name: [Name] Date: [Date]

FOR [COUNTERPARTY / CLIENT]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Verify Constitutional Capacity: Before executing, ensure that the proposed action does not exceed the "Objects Clause" of your Company’s Memorandum of Association.
2. Drafting: Open the document in your preferred word processor. Use the [ ] fields to input specific transactional data. Ensure the RC (Registration) Number matches the company’s certificate of incorporation.
3. Internal Governance: Ensure the resolution is passed at a duly convened Board Meeting. If the meeting is held virtually, ensure that the company’s Articles of Association permit virtual attendance.
4. Digital Execution: For digital signing (DocuSign/Adobe Sign), ensure the signers utilize valid, recognized electronic signatures. Under the Evidence Act (Nigeria), electronic signatures are admissible provided the identity of the signer can be verified.
5. Record Retention:
   • Print a physical copy on the Company’s letterhead.
   • Attach the original signed resolution to the Company’s Minute Book.
   • If the resolution pertains to an increase in share capital or a charge on assets, ensure a copy is filed with the Corporate Affairs Commission (CAC) via the Companies Registration Portal (CRP) within the statutory timelines (usually 21 days for special resolutions).
6. Audit Trail: Keep a digital backup in a secure cloud repository with limited access controls.