Notice of Company Meetings under Nigerian Law

By the provisions of the Companies and Allied Matters Act 2020 (CAMA), the notice required for the calling of a company meeting (general meeting), either an Annual General Meeting or an Extraordinary General Meeting, is to be given to all persons who are entitled to attend such meeting.

Persons entitled to the notice of a company meeting:

CAMA lists the following as persons entitled to receive the notice of a company meeting:

  1. every member of the company (shareholders);
     
  2. every person upon whom the ownership of a share devolves by reason of his being a legal representative, receiver or a trustee in bankruptcy of a member;
     
  3. every director of the company;
     
  4. every auditor for the time being of the company;
     
  5. the company secretary; and
     
  6. the Corporate Affairs Commission (CAC) in the case of public companies.

Length of notice:

The length of notice required for all types of company meetings is at least 21 days from the date on which the notice was sent out. A company meeting can however be called on a shorter notice if it is so agreed in the case of—

(a) a meeting called as the annual general meeting, by all the members entitled to attend and vote; and

(b) any other general meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding at least 95% in nominal value of the shares giving a right to attend and vote at the meeting or, in the case of a company not having a share capital, together representing at least 95% of the total voting rights at that meeting of all the members.

Content of notice:

The notice of a company meeting must specify the place, date and time of the meeting, and the general nature of the business to be transacted in sufficient detail to enable those to whom it is given to decide whether to attend or not, and where the meeting is to consider a special resolution, the notice should set out the terms of the proposed resolution. In the case of notice of an annual general meeting, a statement that the purpose is to transact the ordinary business of an annual general meeting is deemed to be a sufficient specification that the business is for the declaration of dividends, presentation of the financial statements, reports of the directors and auditors, the election of directors in the place of those retiring, fixing of the remuneration of the auditors, and, if the requirements of sections 409 and 410 of the Act are complied with, the removal and election of auditors and directors.

The law made it very clear that no business may be transacted at any general meeting unless notice of it has been duly given. Lastly, in every case in which a member is entitled to appoint a proxy(representative) to attend and vote instead of him, the notice of the meeting shall contain, a statement that a member has the right to appoint a proxy to attend and vote instead of him and that the proxy need not be a member of the company.

Medium of notice:

Notice of a company meeting may be given by the company to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within Nigeria) to the address, supplied by him to the company for the giving of notice to him. Notice may be given by the company to the joint holders of a share by giving the notice to the joint holder first named in the register of members in respect of the share. Where a notice is sent by post, service of the notice is deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of seven days after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.

In addition to the notice given personally or by post, notice may also be given by electronic mail to any member who has provided the company with an electronic mail address. It must however be noted that the law defined “registered address” to mean any address whether physical or electronic supplied by a member to the company. Thus, if a member supplied his electronic mail address to the company as his registered address, notice via that electronic mail address will suffice as valid under the law without the need for physical service.

Conclusion:

The company secretary must always ensure that the requirements of the law regarding the notice of a company meeting are complied with at all times. Failure to give notice of any company meeting to a person entitled to receive it invalidates the meeting unless such failure is an accidental omission on the part of the person giving the notice. An error or omission in a notice with respect to the place, date, time or general nature of the business of a meeting does not invalidate the meeting, unless the officer of the company responsible for the error or omission acted in bad faith or failed to exercise care and diligence provided that in the case of accidental error or omission, the officer responsible shall effect the necessary correction either before or during the meeting.

It is recommended that all mistakes regarding the notice of a company meeting should be avoided as much as possible, the general attitude of the courts in cases where there was a failure to give proper notice of company meetings has generally been the annulment of such meetings, no matter how well conducted they were.

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