AGM requirements in Nigeria under CAMA 2020
The annual general meeting sets the clock for a company's annual return. Get the AGM dates wrong and every filing after it runs late.
In short
- A company's first AGM must be held within 18 months of incorporation.
- After that, it must hold one AGM in every calendar year, with no more than 15 months between meetings.
- Small companies and companies with a single shareholder do not have to hold an AGM.
- Give at least 21 days' notice. Shorter notice needs the agreement of all members entitled to attend and vote.
- The annual return is due within 42 days after the AGM.
When must the AGM be held?
Under section 237 of CAMA 2020:
- The first AGM must be held within 18 months of incorporation. If it is, the company does not need another AGM in the year of incorporation or the following year.
- After that, the company must hold an AGM in every calendar year, and no more than 15 months may pass between one AGM and the next.
- For any AGM after the first, CAC can extend the time by up to 3 months.
Who is exempt?
Small companies and companies with a single shareholder do not have to hold an AGM (section 237(1)). A small company is a private company that meets all of these conditions (section 394):
- turnover of no more than ₦120 million, and net assets of no more than ₦60 million (CAC can revise these amounts)
- no foreign shareholders, and no government shareholders or their nominees
- directors who together hold at least 51% of the equity share capital, if it has share capital
Notice
An AGM needs at least 21 days' notice to members. Shorter notice is allowed only if all members entitled to attend and vote agree. Public companies must also advertise the meeting in at least two daily newspapers.
What is decided at an AGM?
- Presenting the financial statements, and the directors' and auditors' reports
- Declaring dividends
- Electing directors in place of those retiring
- Appointing the auditors and fixing their pay
Anything else, such as changing the share capital, is special business.
Can the AGM be held online?
Yes. Section 240(2) of CAMA 2020 originally allowed only private companies to hold general meetings electronically. The Business Facilitation (Miscellaneous Provisions) Act 2022 extended this to public companies, subject to their articles of association.
After the AGM: the annual return
The annual return is due within 42 days after the AGM (section 421). See our complete guide to annual returns.
Work out your exact dates
Our free checker gives your next AGM and annual return deadlines in seconds, and can add them to your calendar with reminders.
Sources
This guide is general information about Nigerian law as at the date above, not legal advice for your situation. Fees, forms and portal steps change, so confirm them with CAC when you file, or ask us.