The Corporate Affairs Commission pursuant to its powers under Section 8 (1) (e) of the Companies and Allied Matters Act (CAMA) No. 3 of 2020 issues the below Guidelines for the recapitalization of Banks and other Financial Institutions –

1.New Incorporation

Documentary and other Requirements:

  • Approved Name Reservation or Availability
  • Approval-in-Principle from Sector Regulator
  • Duly completed on-line incorporation form
  • Payment of stamp duty and filing fees for the category of license authorization

Note:Certificate of incorporation shall be issued within 24 hours for applications that satisfy all requirements for incorporation of companies prescribed in the Commission’s Operations Checklists available on the website resources.

2.Increase in Share Capital (options – private placements, rights issue and/or offer for subscription)

Documentary and other Requirements:

  • Duly signed company resolution
  • Return of allotment
  • Statutory declaration by directors verifying that the issued share capital is fully paid-up
  • Notice of the fact that regulatory approval is required
  • Affidavit deposed to by a director of the company to the effect that regulatory approval is required for the increase
  • Amended memorandum of association reflecting the new share capital
  • Payment of stamp duties and filing fees
  • Issuance of letter acknowledging notice of increase and requirement of regulatory approval
  • Filing of regulatory approval
  • Issuance of certificate of increase

Note: (i)    Notice of the fact that regulatory approval is required must be filed in accordance with the provisions of Section 127 (3), (4) & (5) of CAMA

(ii)  Annual returns and information on persons with significant control must be filed up-to-date

 (iii) Certificate of increase shall be issued within 24 hours of filing of regulatory approval

3.Merger

Documentary and other Requirements

  • Duly signed special resolution for merger by each of the merging companies
  • Scheme of Merger duly approved by the Securities and Exchange Commission (SEC)
  • Certified true copy (CTC) of Court order authorizing Extraordinary General Meeting (EGM) of each of the merging companies
  • Evidence of publication of Court ordered meeting in two newspapers and the Federal Gazette
  • CTC of Court order sanctioning the Scheme of Merger

Note: Annual returns and information on persons with significant control must be filed up-to-date

4.Upgrade and Downgrade of License Authorization

No consequential filing is required

 

Enquiries and Complaints

All enquiries and complaints on these Guidelines and applications submitted in pursuance of the recapitalization exercise should be addressed to bankrecapitalization@cac.gov.ng

Signed: MANAGEMENT