Share Allotment Form (Nigeria)

A Share Allotment Form in Nigeria is the formal corporate document by which a company's board of directors resolves to allot (issue) new shares to an applicant or existing shareholder, converting their application or entitlement into an actual shareholding. Share allotment in Nigeria is governed primarily by the Companies and Allied Matters Act 2020 (CAMA 2020), which replaced the Companies and Allied Matters Act 1990 (Cap C20, LFN 2004) and introduced significant reforms to Nigerian company law.

Under CAMA 2020, Section 149, the directors of a company may allot shares or grant rights to subscribe for shares only if authorised to do so by the company's Articles of Association or by an ordinary resolution of the shareholders. A share allotment without the requisite authority is voidable at the instance of the company and the allottee. The Corporate Affairs Commission (CAC) — the body established under Section 1 of CAMA 2020 to administer company registration and regulation in Nigeria — requires companies to file a return of allotment on CAC Form CAC 2.1 within 15 days of any allotment of shares under Section 148 of CAMA 2020. Failure to file exposes the company and its officers to penalties.

For public companies in Nigeria, share allotments through a public offer are additionally regulated by the Securities and Exchange Commission (SEC) under the Investments and Securities Act 2007 (ISA 2007) and SEC Rules and Regulations 2013. All share offers to the Nigerian public must be registered with the SEC, and allotment must be made within the timelines specified in the offer document. The Nigerian Exchange Group (NGX) regulates the allotment of shares listed on the Exchange.

The Share Allotment Form records the board resolution authorising the allotment, the details of the allottee, the number and class of shares allotted, the consideration paid (in Nigerian Naira), and the resulting change in the company's share capital structure. A separate share certificate must be issued to the allottee within 60 days of allotment under Section 153 of CAMA 2020.

The legal framework governing the Share Allotment Form (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 Share Allotment Form (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 Share Allotment Form in Nigeria is needed whenever a company decides to issue new shares — whether to new investors, existing shareholders, employees, or as part of a restructuring — and must formally document and report the allotment.

A Share Allotment Form is required when a private limited liability company (Ltd) registered under CAMA 2020 issues new shares to a new investor in exchange for capital injection, such as in a seed round, angel investment, or private equity transaction. The form records the board resolution and triggers the obligation to file CAC Form CAC 2.1 with the Corporate Affairs Commission within 15 days of the allotment.

A Share Allotment Form is needed when a public company listed on the Nigerian Exchange Group (NGX) or registered with the Securities and Exchange Commission (SEC) completes a rights issue or bonus issue and must document the allotment of new shares to qualifying shareholders in proportion to their existing holdings.

A Share Allotment Form is required when a company issues shares under an employee share option plan (ESOP) to directors, employees, or consultants as part of their compensation, following exercise of vested options under the plan rules and CAMA 2020 Section 149.

A Share Allotment Form is needed when a company converts its convertible notes or loan agreements into equity — a common feature of startup financing in Nigeria — and the conversion triggers a formal allotment of shares to the noteholder.

A Share Allotment Form is required following a corporate restructuring involving a share-for-share exchange, merger, or acquisition under Part XIII of CAMA 2020, where new shares are allotted to the shareholders of an acquired company as consideration.

Parties in Nigeria should prepare a Share Allotment Form (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 valid Nigeria Share Allotment Form must contain the following essential elements to satisfy CAMA 2020 requirements and enable CAC filing.

Company details: Full company name, RC number as registered with the Corporate Affairs Commission (CAC), registered office address, and authorised share capital as stated in the Memorandum of Association.

Board resolution: Minutes or extract of the board resolution authorising the allotment, including the date of the meeting, the names of directors present, the resolution passed, and the signatures of the chairman and company secretary.

Allottee details: Full legal name(s) and address(es) of each allottee. For corporate allottees, include the RC number. For foreign investors, include nationality and passport number as required by the CAC for the register of members.

Shares allotted: The number, class (ordinary, preference, etc.), and nominal (par) value of shares allotted to each allottee, expressed in Nigerian Naira (NGN).

Consideration: The total consideration paid or payable per share, including any share premium (the amount paid above par value), in NGN. The consideration must be in money or money's worth; shares may not be issued at a discount to par value under Section 151 of CAMA 2020.

Updated share register: The form should reflect the updated register of members showing all shareholders and their holdings after the allotment, which the company secretary must maintain under Section 83 of CAMA 2020.

CAC filing: Confirmation that CAC Form CAC 2.1 (Return of Allotment) will be filed with the Corporate Affairs Commission within 15 days of allotment under Section 148 of CAMA 2020, accompanied by the prescribed filing fee.

Share certificate: A note that share certificates will be issued to each allottee within 60 days of allotment under Section 153 of CAMA 2020.

Additional compliance elements for a Share Allotment Form (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.