How to Add or Remove Directors in a Nigerian Company: A Practical CAC Filing Guide

As businesses grow and evolve, changes in company leadership may become necessary. A company may decide to appoint new directors to strengthen management, replace inactive directors, or remove directors who are no longer involved in the business.

In Nigeria, changes involving directors must generally be filed with the Corporate Affairs Commission (CAC) to ensure that the company’s records remain accurate and up to date.

This guide explains the practical steps involved in adding or removing directors in a Nigerian company.

Who Is a Director?

A director is a person appointed to manage the affairs of a company and make important decisions on its behalf. Directors are responsible for helping oversee the company’s operations, governance, and strategic direction.

Depending on the company structure, a company may have, executive directors, non-executive directors, managing directors, foreign directors

Step-by-Step Guide on Adding/Removing a Director in a Nigerian Company

Step 1: Obtain Board or Shareholder Approval

The company should first approve the appointment or removal of the director in accordance with its internal governance procedures.

This usually involves obtaining a board resolution in the company’s letter head indicating the removal or appointment of the director.

Step 2: Obtain the Director’s Information

Where a new director is appointed, the company will typically require the following information from the proposed director: full name, residential address, occupation, phone number, email address, means of identification (this includes National Identification Number (NIN), Drivers License or International Passport), and the signature.

The proposed director may also be required to provide a letter of consent to act as a director.

Step 3: File the Change with the CAC

The company is generally required to file the appointment with the CAC through the appropriate post-incorporation portal.

The includes the following

• Log in to the CAC portal via CAC Portal
• Click on Post Incorporation
• Select Other Businesses
• Search for and select the company name on the dashboard
• Click on Change of Director
• Complete the relevant form to add or remove a director, as applicable
• Upload the required documents, including the board resolution and, where applicable, the new director’s means of identification and signature
• Pay the applicable filing fees
• Download the updated status report after approval

Step 4: Update Internal Company Records

After the filing is completed, the company should update its register of directors, corporate records, internal resolutions, and bank mandates where necessary.

Businesses should note the following:

• certain regulated industries may have additional requirements regarding directors
• foreign-owned companies may require a minimum number of directors
• director changes should be filed promptly to avoid discrepancies in company records
• inaccurate CAC records may create issues during due diligence or regulatory reviews

Common Mistakes Businesses Make

Some common mistakes include:

• failing to update CAC records promptly
• appointing directors without proper resolutions
• incomplete documentation
• failure to update bank mandates
• ignoring industry-specific requirements

These mistakes can lead to administrative complications and delays.

Maintaining accurate company records is an important aspect of corporate governance and regulatory compliance. Whether adding or removing directors, businesses should ensure that the proper legal procedures and CAC filing requirements are followed.

Timely updates not only help maintain compliance but also improve transparency and credibility in the company’s operations.

“Strong corporate structures are built on proper governance, transparency, and accurate records.”

Team 618 Bees

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