Change of Directors Board Resolution (Nigeria)

A Nigeria Change of Directors Board Resolution is the internal corporate document by which the board of directors of a Nigerian company formally records the appointment of a new director, the resignation of an existing director, or the approval of other changes to the board composition, under the Companies and Allied Matters Act (CAMA) 2020. The resolution is the primary corporate authority for the director change and is the document that triggers the obligation to notify the Corporate Affairs Commission (CAC) within 14 days under Section 310 of CAMA 2020.

For an appointment, the board resolution records the decision to appoint the new director to fill a casual vacancy or as an additional director under the board's power in the Articles of Association (or, where a general meeting is required, the ordinary resolution passed by members is the appointing document). The consent to act as director — confirming the appointee's eligibility under Section 266 of CAMA 2020 and their willingness to serve — must be signed by the incoming director.

For a resignation, the resolution records the board's acknowledgement and acceptance of the resigning director's written notice of resignation, the effective date of the resignation, and any transition arrangements.

For a removal by shareholders under Section 308 of CAMA 2020, the relevant document is an ordinary resolution of members (not a board resolution), passed at a properly convened general meeting following 28 days' special notice. The board resolution in this case records the steps taken before the general meeting and the board's acknowledgement of the shareholder resolution.

All three types of director change must be followed by a CAC filing under Section 310 of CAMA 2020, notifying the CAC of the change within 14 days.

The legal framework governing the Change of Directors Board Resolution (Nigeria) centres on Sections 265 to 312 of the Companies and Allied Matters Act (CAMA) 2020, administered by the Corporate Affairs Commission (CAC). Section 266 of CAMA 2020 sets the eligibility criteria for directors. Section 279 of CAMA 2020 governs casual vacancy appointments. Section 308 of CAMA 2020 governs removal of directors by members. Section 310 of CAMA 2020 requires CAC notification within 14 days of any director change. For regulated companies, the Central Bank of Nigeria (CBN) Fit and Proper Persons framework under the Banks and Other Financial Institutions Act 2020 (BOFIA 2020) applies to bank directors; the Securities and Exchange Commission (SEC Nigeria) Code of Corporate Governance for Public Companies 2011 (and the revised 2018 version) applies to listed company directors; and the National Insurance Commission (NAICOM) Corporate Governance Guidelines apply to insurance company directors. The Nigeria Data Protection Act 2023 (NDPA), administered by the Nigeria Data Protection Commission (NDPC), governs personal data of directors collected for CAC filings under Section 25 of the NDPA 2023. The Labour Act Cap L1 LFN 2004 and the National Industrial Court of Nigeria (NICN) under Section 7 of the National Industrial Court Act 2006 govern employment aspects of director removal where the director holds a service contract. The Federal High Court has jurisdiction over CAC director disputes and CAMA 2020 enforcement under Section 251 of the Constitution of the Federal Republic of Nigeria 1999. The Supreme Court of Nigeria is the apex court. Forms-legal.com provides this template as a starting point for Nigeria-compliant director change documentation.

A Change of Directors Board Resolution in Nigeria is needed in the following situations.

When the board decides to appoint a new director to fill a casual vacancy, add an independent non-executive director, or appoint an investor-nominated director as a condition of a funding round. The board resolution is the appointing document, signed by the directors present at the board meeting.

When a director submits a written resignation and the board formally acknowledges and accepts the resignation. The board resolution records the acceptance, the effective date, and any handover arrangements.

When a director dies and the board records the vacancy created by the death and makes arrangements for filling it.

When an investor completes a private equity or venture capital investment and director changes are a condition of closing — for example, the founding CEO is joined on the board by two investor-nominated directors. The board and shareholder resolutions are executed at the completion meeting.

When the company's governance framework requires a periodic board renewal — for example, rotation of independent directors after a maximum term under the SEC Code of Corporate Governance for Public Companies — and board resolutions are needed to effect the appointments and retirements.

When a company in a regulated sector appoints a new director, the sectoral regulator's prior approval may be required before the appointment takes effect: the Central Bank of Nigeria (CBN) requires pre-approval of bank directors under Section 48(2) of the Banks and Other Financial Institutions Act 2020 (BOFIA 2020), and the Securities and Exchange Commission (SEC Nigeria) requires notification for public company director changes under the Investments and Securities Act 2007. The board resolution should be conditional on receipt of regulatory approval in such cases. The Nigeria Data Protection Act 2023 (NDPA), administered by the Nigeria Data Protection Commission (NDPC), governs personal data of incoming directors collected during the appointment process under Section 25 of the NDPA 2023. The National Industrial Court of Nigeria (NICN) has jurisdiction over employment-related aspects of director removal under Section 7 of the National Industrial Court Act 2006 where the director holds a service agreement governed by the Labour Act Cap L1 LFN 2004. The Federal High Court has jurisdiction over CAC enforcement and CAMA 2020 director disputes under Section 251 of the Constitution of the Federal Republic of Nigeria 1999. The Supreme Court of Nigeria is the apex court for all civil corporate disputes arising from director changes.

A complete Nigeria Change of Directors Board Resolution package should contain the following elements.

Board meeting details: Date, time, and place of the board meeting (or confirmation that the resolution is a written resolution under the Articles of Association); list of directors present; confirmation that a quorum was present.

Resolution wording — appointment: 'That [Full Name] be and is hereby appointed as [Executive/Non-Executive/Independent Non-Executive] Director of the Company with effect from [Date].'

Resolution wording — resignation: 'That the resignation of [Full Name] as [role] Director, effective [Date], as set out in his/her written notice dated [Date], be and is hereby accepted. The Board records its appreciation of his/her contribution.'

Consent to act as director: A signed statement by the incoming director confirming: (a) willingness to act as director; (b) eligibility under Section 266 of CAMA 2020 (age 18+, not of unsound mind, not an undischarged bankrupt, not disqualified by any court); (c) full legal name, date of birth, nationality, residential address, occupation, and means of identification.

Director's particulars for CAC: Full name, date of birth, nationality, residential address, occupation, and means of identification number — required for the CAC Form CAC/BD1 filing.

Authorisations: Authorisation of the company secretary to file the change with the CAC within 14 days under Section 310 of CAMA 2020, and to update all other relevant registers.

Signatures: Signed by the chairman of the meeting (or all directors, if a written resolution) and countersigned by the company secretary.

Sectoral regulator notification: For banks, the Central Bank of Nigeria (CBN) must be notified of director changes under Section 48 of the Banks and Other Financial Institutions Act 2020 (BOFIA 2020) and the CBN's Fit and Proper Persons Regulation. For insurance companies, the National Insurance Commission (NAICOM) must be notified under the Insurance Act 2003 (Cap I17 LFN 2004). For capital market operators, the Securities and Exchange Commission (SEC Nigeria) must be notified under the Investments and Securities Act 2007 and the SEC Rules and Regulations.

Directors' register update: Section 310 of CAMA 2020 requires the company to maintain a register of directors at its registered office and to update it immediately on any change. The register must contain each director's full name, date of birth, nationality, residential address, and other particulars prescribed by the CAC.

Data protection: Personal data of directors collected for CAC filings must be processed in compliance with the Nigeria Data Protection Act 2023 (NDPA) under Section 25, administered by the Nigeria Data Protection Commission (NDPC). A Data Protection Impact Assessment (DPIA) under Section 30 of the NDPA 2023 may be required where the company processes directors' biometric data.

Pension and payroll update: Where the departing or incoming director is also an employee, the Pension Fund Administrator (PFA) and PENCOM must be notified under the Pension Reform Act 2014. The Federal Inland Revenue Service (FIRS) must be updated on PAYE obligations under the Personal Income Tax Act (PITA) Cap P8 LFN 2004.

Forms-legal.com provides this template as a starting point for Nigeria-compliant director change documentation. The Federal High Court has exclusive jurisdiction over CAC enforcement disputes and CAMA 2020 director liability matters under Section 251 of the Constitution of the Federal Republic of Nigeria 1999 (as amended). The National Industrial Court of Nigeria (NICN) handles employment-related director removal claims under the Labour Act Cap L1 LFN 2004. The Supreme Court of Nigeria is the apex court for all civil corporate matters.