CAC Change of Directors (Nigeria)

A Nigeria CAC Change of Directors form is a statutory notification document filed with the Corporate Affairs Commission (CAC) to update the official register of directors of a company incorporated in Nigeria under the Companies and Allied Matters Act (CAMA) 2020. The form records the appointment, resignation, retirement, or removal of one or more directors and provides the CAC with the updated particulars required to maintain an accurate public register.

The legal basis for director notification is found in Sections 307 to 312 of CAMA 2020, which replaced the Companies and Allied Matters Act Cap C20 LFN 2004. Section 310 specifically requires every company to notify the CAC of any change in its board of directors within 14 days, submitting the prescribed particulars of incoming directors and confirming the departure of outgoing directors. The CAC maintains the register of directors for every registered company at the Company Registration Portal (CRP) at cac.gov.ng, and this information is publicly accessible.

The CAC Change of Directors filing is distinct from the internal board resolution that authorises the change. The board resolution is an internal corporate document that creates the legal change; the CAC filing is the statutory notification that makes the change effective against third parties and reflects it on the public record. Where a company fails to file a change of directors, the outgoing director may continue to be shown as a director on the CAC register, with potential implications for third parties who transact with the company relying on that register.

Under Section 271(2) of CAMA 2020, at least one director of every Nigerian company must be ordinarily resident in Nigeria. Where a change of directors would result in non-compliance with this residency requirement — for example, if the sole Nigerian-resident director resigns — the CAC will not accept the filing without a replacement director who satisfies the residency condition. Public companies are also subject to the additional disclosure requirements of the Securities and Exchange Commission (SEC) under the Investments and Securities Act 2007, where the company's shares are listed on the Nigerian Exchange Group (NGX).

The legal framework governing the CAC Change of Directors (Nigeria) in Nigeria draws on several key statutes and regulatory bodies. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Parties executing a CAC Change of Directors (Nigeria) in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies and Allied Matters Act (CAMA) 2020 sets the foundational requirements.

A CAC Change of Directors filing in Nigeria is required in the following circumstances.

When a new director is appointed to the board of a Nigerian company, the company must file the appointment notification with the CAC within 14 days under Section 310 of CAMA 2020, submitting the new director's full particulars including means of identification, residential address, nationality, and occupation.

When an existing director resigns, the company receives the resignation notice and must notify the CAC within 14 days. The resignation takes effect as specified in the notice or when the company acknowledges it — whichever is applicable under the articles of association. Without the CAC notification, the resigned director continues to appear on the public register.

When shareholders pass an ordinary resolution removing a director under Section 308 of CAMA 2020 — a process that requires 28 days' special notice to the company — the company must file the removal with the CAC within 14 days of the resolution date.

When a director dies in office, the company must notify the CAC and update the register within 14 days of the date of death.

For companies raising venture capital or private equity, investors routinely require director changes as a closing condition: outgoing management directors are replaced by investor-nominated directors. The CAC filing must be completed before the investment closes in most transaction structures, as lenders and investors verify director status on the CAC register as part of their due diligence under Nigerian law.

Parties in Nigeria should prepare a CAC Change of Directors (Nigeria) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

A complete CAC Change of Directors filing under CAMA 2020 must include the following elements.

Company identification: The company's full registered name as it appears on the CAC register, its Registration Number (RC Number), and its registered address. These must match exactly with the CAC records to prevent rejection of the filing.

Type of change: Specify whether the change is an appointment, resignation, removal, retirement, or death of a director. Each type of change has different documentary requirements under the Companies Regulations 2021.

Particulars of outgoing director: Full name, RC Number reference, date of cessation, and reason for leaving (resignation, removal by resolution, death, or disqualification under Sections 281–285 of CAMA 2020).

Particulars of incoming director: Full legal name, date of birth, nationality, residential address, occupation, means of identification number (NIN, international passport, or driver's licence), and date of appointment. The incoming director must sign the consent to act form.

Board resolution details: Date of the board meeting or written resolution, names of directors who approved the change, and confirmation that quorum requirements under the articles of association were met.

Authorised signatory: The filing must be signed by a director or the company secretary and, where required by the CAC, certified by a Legal Practitioner enrolled at the Nigerian Bar Association.

Filing fee: Payment confirmation via Remita at the rate prescribed in the Companies Regulations 2021, which varies by company type (private or public).

Additional compliance elements for a CAC Change of Directors (Nigeria) used in Nigeria include: Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.