Company Meetings in Nigeria Under CAMA 2020: AGM, Statutory, EGM, and Resolutions Explained

A company, as an artificial legal person, cannot think, deliberate, or decide on its own. It acts through human agents, its directors in day-to-day management and its members in matters reserved for their collective decision. The vehicle through which members collectively exercise their governance powers is the general meeting. In Nigerian company law, the general meeting is not merely a corporate formality: it is the primary constitutional forum through which the company’s ultimate owners, the members, assert control over its direction, ratify major decisions, appoint and remove directors, approve accounts, and exercise the rights that membership of a company confers.

The law governing company meetings in Nigeria under CAMA 2020 is primarily contained in sections 235 to 288 of the Act. These provisions regulate who must call meetings, when and how they must be called, who is entitled to attend, what constitutes a valid quorum, how resolutions are passed, and what happens when a company defaults on its meeting obligations. This article examines each of these dimensions systematically.

Types of General Meetings: Section 235

Section 235 of CAMA 2020 recognises three types of general meetings: the statutory meeting, the annual general meeting, and the extraordinary general meeting.¹ Each serves a distinct constitutional purpose and is subject to different requirements. There are also board of directors meetings, which are not general meetings and are governed separately by sections 289 to 301 of the Act.

The Statutory Meeting: Sections 235 to 236

What It Is and Who Must Hold It

The statutory meeting is the first meeting which a newly registered public company must hold after its incorporation. Section 235(1) of CAMA 2020 provides that every public company shall, within a period of not less than one month and not more than six months from the date of its incorporation, hold a general meeting of its members called the statutory meeting.² This requirement applies only to public companies. Private companies are not required to hold a statutory meeting.³

The purpose of the statutory meeting is to give members an early opportunity to review the progress of the company since its incorporation, to receive a first report from the directors and promoters, and to consider the company’s financial position and early operations. It is the constitutional check-in that confirms the company has been properly launched as a going concern.⁴

The Statutory Report

The centrepiece of the statutory meeting is the statutory report. Section 236(1) of CAMA 2020 requires the directors to forward a report called the statutory report to every member of the company at least twenty-one days before the statutory meeting.⁵ The statutory report must contain the following: the total number of shares allotted, distinguishing fully and partly paid shares; the total amount of cash received in respect of all shares allotted; the names, addresses, and descriptions of the directors, auditors, and secretary; the particulars of any pre-incorporation contract; any underwriting contract not yet carried out; the arrears of calls due from every director; and the particulars of any commission or brokerage paid in connection with the issue or sale of shares or debentures to any director or manager.⁶

The statutory report must be certified by at least two directors and by the company’s auditors in respect of financial figures.⁷ A copy must also be delivered to the Commission for registration after copies have been sent to members.⁸

Consequences of Default

Failure to hold the statutory meeting or to deliver the statutory report to the Commission is a ground for winding up the company under section 571(b) of CAMA 2020.⁹ However, the court has discretion to order that the meeting be held rather than winding the company up, and to direct that the defaulters pay the costs.¹⁰

The Annual General Meeting: Section 237

Obligation to Hold

Section 237(1) of CAMA 2020 provides that every company shall in each year hold a general meeting as its annual general meeting.¹¹ However, two categories of company are exempt from this obligation: small companies as defined in section 394 of CAMA 2020 (companies with annual turnover not exceeding ₦120,000,000 and net assets not exceeding ₦60,000,000, where directors hold at least 51% of equity share capital), and companies having a single shareholder.¹² This is a significant departure from the old CAMA, which required all companies to hold AGMs.

Timing Requirements

Every company must hold its first AGM within eighteen months of incorporation.¹³ Subsequent AGMs must be held within fifteen months of the previous AGM, and at least once in every calendar year.¹⁴ A company that fails to hold an AGM within the required period is in default, and every officer in default is liable to a fine for each day during which the default continues.¹⁵

Where a company defaults, the Commission may, on the application of any member, call or direct the calling of a general meeting and give such ancillary directions as it thinks fit.¹⁶

Business of the AGM

The ordinary business of the AGM includes: the presentation and consideration of the company’s financial statements and the reports of the directors and auditors; the declaration of dividends; the election or re-election of directors; the appointment and fixing of remuneration of auditors; and the fixing of directors’ remuneration.¹⁷ Any other business transacted at the AGM is special business.

Place of the AGM

Section 240(1) of CAMA 2020 provides that all statutory and annual general meetings shall be held in Nigeria.¹⁸ The only exceptions are small companies and single-shareholder companies, which may hold their meetings outside Nigeria. This territorial requirement reflects the connection between the meeting, the company’s registered office, and the Nigerian regulatory framework within which the company operates.

Virtual Meetings for Private Companies

One of the most commercially significant innovations of CAMA 2020 is the express authorisation of virtual general meetings for private companies. Section 240(2) provides that a private company may hold its general meetings electronically provided that such meetings are conducted in accordance with the articles of association of the company.¹⁹ This provision, timely given the COVID-19 pandemic that was already underway when CAMA 2020 was signed, brought Nigerian practice into line with global standards. Private companies wishing to avail themselves of this flexibility must ensure their articles expressly permit electronic meetings.²⁰

The Commission confirmed through its Guidelines that virtual meetings held in compliance with the articles and section 240(2) are legally valid. Public companies, however, must seek the Commission’s approval before conducting an AGM using proxies, as directed by CAC guidelines.²¹

The Extraordinary General Meeting: Section 239

What It Is

An extraordinary general meeting (EGM) is any general meeting other than an annual general meeting.²² EGMs are convened to deal with urgent matters that cannot conveniently wait until the next AGM, such as an emergency increase in share capital, the approval of a major acquisition, a proposed amendment to the articles of association, or the removal of a director.

Who May Call an EGM

Section 239(1) of CAMA 2020 provides that the board of directors may convene an EGM whenever they deem it necessary.²³ In addition, section 239(2) gives members holding not less than one-tenth of the company’s paid-up capital carrying voting rights (or, in a company without share capital, one-tenth of the total voting rights) the right to requisition an EGM.²⁴ The requisition must state the objects of the meeting, and the directors must convene the meeting within twenty-one days of the deposit of the requisition. If the directors fail to do so, the requisitioning members may themselves convene the meeting and recover their reasonable expenses from the company.²⁵

The right to requisition an EGM is a statutory right of minority protection that cannot be taken away by the articles of association. It ensures that controlling shareholders and directors cannot indefinitely suppress the convening of a meeting to address legitimate member concerns.

Business at an EGM

All business transacted at an EGM is deemed to be special business.²⁶ This means that the notice calling the meeting must state with sufficient particularity the nature of the business to be transacted. A vague or misleading notice of special business may render the resolutions passed at the meeting vulnerable to challenge.

Notice of General Meetings: Sections 241 to 243

Length of Notice

Section 241(1) of CAMA 2020 provides that the notice required for all types of general meetings is at least twenty-one days from the date on which the notice was sent out.²⁷ The days are clear days: the day of service and the day of the meeting are excluded in the computation.

A meeting called by shorter notice may still be validly held if agreed: for an AGM, by all members entitled to attend and vote; for any other general meeting, by a majority in number of members holding not less than ninety-five percent of the shares carrying voting rights.²⁸

Contents of the Notice

Section 241(2) requires that the notice specify the place, date, and time of the meeting, and the general nature of the business to be transacted.²⁹ For special business, the notice must state the specific nature of that business. Where a special resolution is to be proposed, the notice must specify the intention to propose a special resolution.³⁰

Persons Entitled to Notice

Section 241(3) specifies the persons entitled to receive notice of a general meeting. They include every member of the company, every person entitled to a share in consequence of the death or bankruptcy of a member, the directors and auditors of the company, and the Commission in the case of public companies.³¹

A meeting held without proper notice to all entitled persons is invalid, and any resolution passed at it may be declared void by the court. However, a meeting may be valid despite accidental omission to give notice to one or more persons if the articles so provide.³²

Quorum: Section 244

Section 244(1) of CAMA 2020 provides that no business shall be transacted at any general meeting unless a quorum of members is present when the meeting proceeds to business.³³ For a private company, the quorum is two members present in person or by proxy, unless the company is a single-member company in which case the quorum is one. For a public company, the quorum is three members present in person or by proxy.³⁴

If within thirty minutes of the appointed time a quorum is not present, the meeting is either dissolved (if convened on the requisition of members) or adjourned to a day, time, and place determined by the directors.³⁵ At the adjourned meeting, the members present constitute a quorum.

Proxies: Section 246

Every member entitled to attend and vote at a general meeting is entitled to appoint a proxy to attend and vote in their place.³⁶ Section 246(1) of CAMA 2020 provides that the proxy need not be a member of the company. The proxy has the same right as the member to speak and vote at the meeting. The instrument appointing a proxy must be in writing and deposited at the registered office of the company or such other place specified in the notice, not less than forty-eight hours before the meeting.³⁷

Resolutions: Sections 257 to 262

The decisions of a company are taken by the passage of resolutions. CAMA 2020 recognises two principal types: ordinary resolutions and special resolutions.

Ordinary Resolutions

An ordinary resolution is one passed by a simple majority of the votes cast by members entitled to vote at a duly convened meeting.³⁸ An ordinary resolution suffices for most routine governance decisions, including the appointment of directors, the approval of ordinary dividends, and the grant of authority to allot shares.

Special Resolutions

A special resolution is one passed by a majority of not less than three-quarters of the votes cast by members entitled to vote at a general meeting of which at least twenty-one days’ notice specifying the intention to propose a special resolution has been duly given.³⁹ Section 258 of CAMA 2020 requires special resolutions for, among other things, the alteration of the articles of association, the change of company name, the reduction of share capital, the re-registration of the company, and the voluntary winding up of the company.⁴⁰

A copy of every special resolution must be sent to the Commission for registration within fifteen days of its being passed.⁴¹

Written Resolutions for Private Companies

Section 258(4) of CAMA 2020 provides that in the case of a private company, a written resolution signed by all the members entitled to attend and vote shall be as valid and effective as if it had been passed at a general meeting.⁴² This provision allows private companies to dispense with the formality of calling a meeting where all members are in agreement. It is a practical flexibility that makes private company governance considerably less burdensome than it was under the old Act.

Board of Directors Meetings: Section 289

Though not general meetings, board meetings are the mechanism through which directors in Nigerian company law exercise their day-to-day management powers. Section 289(1) of CAMA 2020 requires that the first board meeting be held within six months of the company’s incorporation.⁴³ Thereafter, directors may meet as often as they think fit and may regulate their own meetings through the articles. Notice of a board meeting must be given to every director not less than fourteen days before the meeting unless the articles provide otherwise.⁴⁴ The quorum for a board meeting is two directors where there are not more than six directors, and one-third of the total number of directors where there are more than six.⁴⁵

Board meetings are not required to be held in Nigeria, a contrast to the territorial requirement for general meetings. Many Nigerian public companies hold some board meetings outside Nigeria for strategic or logistical reasons, and this is legally permissible.⁴⁶

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CAMA 2020 Highlight: What Changed on Company Meetings

Small companies and single-member companies exempt from AGM obligation (section 237(1)). Under the old CAMA, all companies were required to hold an AGM. CAMA 2020 exempts small companies (turnover ≤ ₦120m, net assets ≤ ₦60m, directors holding ≥ 51% of equity) and single-member companies from this obligation. This is a significant deregulatory change for small businesses.

Virtual meetings expressly authorised for private companies (section 240(2)). Private companies may now hold general meetings electronically provided the articles permit it. This is an entirely new provision in CAMA 2020 with no equivalent in the 1990/2004 Act. Public companies must seek CAC approval before conducting AGMs by proxy.

Written resolutions for private companies (section 258(4)). A resolution signed by all members of a private company entitled to attend and vote is as valid as a resolution passed at a general meeting. While this existed as a practical expedient before, CAMA 2020 gives it explicit statutory foundation.

Statutory meeting applies only to public companies. CAMA 2020 clarifies that the statutory meeting obligation is confined to newly registered public companies. Private companies are not required to hold a statutory meeting after incorporation.

AGM territorial requirement maintained (section 240(1)). All statutory and annual general meetings must still be held in Nigeria, except for small companies and single-member companies. This territorial requirement is unchanged from the old Act.

Board meetings deregulated. Board meetings are not subject to the territorial requirement applicable to general meetings and may be held outside Nigeria. CAMA 2020 preserves this flexibility.

Resolutions filing requirement (section 262). Every special resolution must still be filed with the CAC within fifteen days of passing. This filing obligation is unchanged but now applies to the expanded range of matters requiring special resolutions under CAMA 2020.

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Footnotes

¹ Companies and Allied Matters Act 2020 (CAMA 2020), s 235.

² CAMA 2020, s 235(1); Koriat Law, ‘Mandatory Statutory Meetings of a Company Under Nigerian Law’ (Koriat Law, March 2023).

³ CAMA 2020, s 235(1); Omaplex Law Firm, ‘Companies and Allied Matters Act (CAMA) 2020: Exploration of Company Meetings’ (Omaplex, July 2024).

⁴ J Olakunle Orojo, Company Law and Practice in Nigeria (4th edn, Mbeyi & Associates 1992) 135.

⁵ CAMA 2020, s 236(1).

⁶ CAMA 2020, s 236(2)(a)–(g).

⁷ CAMA 2020, s 236(3).

⁸ CAMA 2020, s 236(4).

⁹ CAMA 2020, s 571(b).

¹⁰ ibid; Orojo (n 4) 136.

¹¹ CAMA 2020, s 237(1).

¹² CAMA 2020, ss 237(1) and 394; 1st Fiduciary, ‘Compliance Requirements for Meetings and Proceedings of Going-concern Companies’ (1st Fiduciary, 2022).

¹³ CAMA 2020, s 237(2).

¹⁴ CAMA 2020, s 237(3).

¹⁵ CAMA 2020, s 237(4).

¹⁶ CAMA 2020, s 237(5).

¹⁷ Orojo (n 4) 138; Global Law Experts, ‘Legal Guide: Convening Valid Company Meetings in Nigeria’ (Global Law Experts, April 2025).

¹⁸ CAMA 2020, s 240(1).

¹⁹ CAMA 2020, s 240(2); Koriat Law (n 2).

²⁰ ibid.

²¹ CAC Guidelines on AGM by Proxy; Scotts Legal, ‘Meetings Under CAMA 2020’ (Scotts Legal, April 2025).

²² CAMA 2020, s 239(1); Orojo (n 4) 139.

²³ CAMA 2020, s 239(1).

²⁴ CAMA 2020, s 239(2).

²⁵ CAMA 2020, s 239(3).

²⁶ CAMA 2020, s 239(4); Orojo (n 4) 140.

²⁷ CAMA 2020, s 241(1); 1st Fiduciary (n 12).

²⁸ CAMA 2020, s 241(2).

²⁹ CAMA 2020, s 241(2)(a)–(b).

³⁰ CAMA 2020, s 258(2).

³¹ CAMA 2020, s 241(3); Mondaq, ‘Notice of Company Meetings Under Nigerian Law’ (Mondaq, April 2022).

³² CAMA 2020, s 241(4); Orojo (n 4) 141.

³³ CAMA 2020, s 244(1).

³⁴ CAMA 2020, s 244(2).

³⁵ CAMA 2020, s 244(3).

³⁶ CAMA 2020, s 246(1).

³⁷ CAMA 2020, s 246(3).

³⁸ CAMA 2020, s 257(1); Orojo (n 4) 143.

³⁹ CAMA 2020, s 258(1).

⁴⁰ CAMA 2020, s 258(2)(a)–(h).

⁴¹ CAMA 2020, s 262.

⁴² CAMA 2020, s 258(4); Firmus Nigeria, ‘Everything You Need to Know About Company Meetings in Nigeria’ (Firmus Nigeria, October 2025).

⁴³ CAMA 2020, s 289(1); 1st Fiduciary, ‘Compliance Requirements for Meetings: Part 2’ (1st Fiduciary, 2022).

⁴⁴ CAMA 2020, s 290(1).

⁴⁵ CAMA 2020, s 291(1).

⁴⁶ Global Law Experts (n 17).