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11 Oct

NIGERIAN LAW SCHOOL 2010 BAR FINALS QUESTIONS AND ANSWERS IN CORPORATE LAW PRACTICE

THE NIGERIAN LAW SCHOOL
BAR PART 11 FINAL EXAMINATION

CORPORATE LAW PRACTICE

WEDNESDAY, AUGUST 11, 2010 TIME: 3 HOURS

READ THE INSTRUCTIONS CAREFILLY:

1. This paper is divided into 2 Sections and 2 Answer Booklets are provided.
2. Questions 1 and 4 are compulsory. One other question from each Section should be attempted.
3. Questions from each section should be answered on a separate Answer Booklet.
4. Write your EXAMINATION NUMBER ON EACH ANSWER BOOKLET

SECTION 1

QUESTION 1 (COMPULSORY)

During the recently concluded Nigeria-Japan Chamber of Commerce Business Summit at Tokyo, Japan, officials of Toshira (Japan) Inc., manufacturers of “Tosh Computers” concluded discussions with Zonix Computers Nigeria Limited to jointly set up and ultra-modern computer manufacturing plant in Abuja, Nigeria. The officials of the two companies also agreed to form and register a public company in Nigerian to facilitate their business plan. The officials of Toshira (Japan) Inc, are scheduled to visit Nigeria on August 15, 2010 to, among other things, sign a memorandum of understanding with their Nigerian counterparts and execute other relevant documents preliminary to registration of the Nigerian Company. The Japanese businessmen have secured a large pool of loan capital from a commercial Bank in Japan, which will be made available to the Nigerian Company upon incorporation. They have also arranged for a cheap source of raw materials in Japan for the smooth take-off of the computer manufacturing company in Nigeria. As solicitor engaged to facilitate the incorporation, answer the following questions.

a) Highlight five matters in respect of which you will take incorporation instructions during client interview
b) What instructions will you take in respect of the name of the proposed company? Explain the steps you will take in respect of those instructions
c) Mention four relevant pre-incorporation contracts you will advise your clients to execute.
d) (i) Draft the commencement of the Memo of Understanding
(ii) Mention five clauses you will include in the Memorandum of Understanding
e) List the documents to be submitted to the CAC for incorporation of the Company
f) Draft only the heading and clauses one (1) to six (6) to be included in the Memo of association of the new Company
g) Highlight the incentives available to the Company under Nigeria law for
i. Manufacture of “Pioneer products”
ii. Doing business in Nigeria with foreign loan
iii. Importation of raw materials to manufacture goods for export

QUESTION 2
Mrs. Bola Modupe owned 2,000 ordinary shares of N1.00 each in Timber Woods Furniture Nigeria Limited, a renowned furniture making company based at 2, Odile Industrial Site, Agege, Lagos. Mrs Modupe died intestate, leaving two daughters (Moji and Oyin) who immediately after her death applied for and obtained Letters of Administration in respect of their mother`s estate. Moji and Oyin have now applied that their names be registered in place of their mother`s name in the register of members. The Company has rejected their application. Advise them on the following:
a) Assuming they decide to apply to the Court, to compel the company to register their names as requested, state the appropriate mode of commencing the action
b) Mention the documents you will attach to the application
c) Describe how the court originating process can be validly served on the company.
d) Mention four modes by which a person can acquire shares of a company and become a member of the company
e) Mention four types of collective investment scheme under the Investment and Securities Act (ISA), 2007

QUESTION 3
“Congress for Credible Polls in 20011” is a non-governmental organization; its primary objective is: “sustenance of the country`s democracy and ensuring good governance.” The association recently appointed three Trustees: Senator Uwem Dabiri, Ambassador Talim Sabo, and Chief Bala Dagash but they are yet to be registered. Answer the following questions:

a) Advise the or organization on the legality or otherwise of carrying out its objectives without formal registration?
b) Senator Uwem Dabiri wants your advice on whether his son, Mr. Udoh (16 years old) can validly be appointed a Trustee for the organization?
c) How many Trustees does Part C of CAMA require for registration?
d) What are the qualifications for being a Trustee under part C, CAMA?
e) Assuming the Trustees have decided to register the organization, mention the documents to be attached to the application for registration of the Trustees under Part C, CAMA
f) List any four clauses to that will need to be included in the Constitution of the association, towards registration under Part C of CAMA
g) What is a special clause?
h) List the differences between Incorporated Trustees & Company Limited By guarantee with respect to the registration requirements

QUESTION 4

XXlling GMBH Limited, is a German company invited by the Nigerian Government to carry out the turn-around maintenance of the four refineries in Nigeria. After obtaining necessary exemptions and successfully executing the contract, the Directors of the company felt that there are great opportunities in the Nigerian business environment, with many reliefs and incentives. They have therefore decided to register a Nigerian Company, XXlling Refinery Services Nigeria Limited, to carry on the business of oil refining and servicing in Nigeria. Foreign loan was secured for the construction and provision of equipment for the refinery, which will refine gas for export to other countries. While construction work was on-going, the company carried out an oil servicing contract for some oil companies in Nigeria, having obtained relevant permit for this purpose.

With the passing of the Petroleum Industry Local Content Act, 2010, most of the jobs hitherto done by foreigners are now being given to Nigerians and Nigerian Companies. As a result, the business activities of XXlling Refinery Services Nigeria Limited have started going down. The directors of the company are now proposing a merger of the company with a Nigerian Company, Entac oil Servicing Limited, which is wholly owned by Nigerians. The annual turnover of both companies is N2 billion. An Extra-Ordinary General meeting (EGM) of the Company was convened to look into the merger proposal. It was reported at that EGM that the construction of the refinery was being stalled because of the inability of XXlling Refinery Services Nigeria Limited to obtain foreign loans for the construction work. The Company then resolved not to merge with any Company, but rather to go into Members` Voluntary Winding up. Answer the following questions
a) Assuming the German company is doing business in Nigeria without registration, advise the directors of the company on the position of the Nigerian law on the issue of a foreign company doing business in Nigeria in its own name without registering a Nigerian Company?
b) Draft the relevant letter to be served of the relevant authority in respect of question 4 (a) above
c) List six documents that will accompany an application to the Nigerian Investment Promotion Commission (NIPC) for obtaining business permit
d) Mention two incentives available to the company for engaging in gas refinery for export purposes, financed with foreign loan
e) Assuming that the merger proposal was accepted by the members of the Company, state the procedure for merger
f) (i) What type of resolution is required to be passed for members` voluntary winding up
(ii) Mention instances in which ordinary resolution may be passed for voluntary winding up
g) Draft Notice of Extra Ordinary general meeting of the company
h) (i) What is Declaration of Solvency?
(ii) What are the conditions for validity of Declaration of solvency
i) Draft the resolution for voluntary winding up

QUESTION 5:
Salman Nig Ltd was incorporated in Nigeria. Its object is to provide maritime logistics to service oil Firms in the Niger Delta region of Nigeria. The paid capital is N100,000 divided into 100,000 ordinary shares of N1 each. The Company has four Directors: Chief Ogbulafor Olu, Engr. Daniel Ford, Alhaji Ishiaka Dabo, and Mr. Baron Alexander. Owing to devastating economic meltdown, the company has now decided to restructure and also shore up its working capital which has been eroded by the global financial crisis. Part of the far-reaching strategies is to explore the opportunities replete in the capital market. The Company has retained you as its Solicitor, to re-register as a Public Company so that it can access the long term funds available in the capital market. Answer the following questions.

a) Itemize the pre- and post-registration documentation at the CAC before the Company can achieve the change of status from private to public
b) Draft the enabling resolution of the Company made at its General Meeting, to convert the company from a PRIVATE to PUBLIC company
c) As part of the re-strategizing and restructuring, the Company has appointed two additional directors, namely – Isaac Boro Warri of 10, Diobu Street, Port Harcourt and Alhaji Turaki Umar of 10, Diobu Street, Port Harcourt, Rivers State. Detach and complete the attached CAC Form of Particulars of Directors
d) Assuming the company is a foreign company invited to Nigeria to execute a Federal Government project on behalf of the Donor agency, draft the Letter of application for exemption from incorporation as a Nigerian Company

QUESTION 6:
Bank of Commerce Plc was established and licensed by the Federal Government of Nigeria to grant credit facilities to companies that engage in the manufacturing sector of the economy. The Bank granted a loan of N500 million to Ankara textiles Nig Limited, repayable in 5 years. The loan was secured by a fixed charge on the company`s head office at 3, Jobi Fele Street, Isolo, Lagos. Despite that the repayment period of the loan has expired, Ankara textiles Nig Limited has not made any substantial repayment to the Bank. Also, the company has not able to pay its workers` salaries for the past six months and the Directors of the company are worried by its dwindling fortunes and the recurrent deficit in the balance sheet of the company. At an Extra-Ordinary General Meeting of the company held at the Company`s head office, the company resolved to increase its authorized share capital from N50 million to N200 million. The Company has also commenced discussions with Kampala Textiles Nig Limited with a view to merging. Answer the following questions.

a) Give a checklist of the steps the company will take to perfect the fixed charge created on its head office at 3, Jobi Fele Street, Isolo, Lagos.
b) Assuming you are the Company Secretary to the Bank of Commerce Plc, advise the Bank on the remedies available to it, to recover the loan and interests from Ankara Textiles Plc
c) Assuming the charge created by Ankara Textiles Nigeria Limited was not registered at the Corporate Affairs Commission, advise the Company on the legal effects of such failure by the Company to register the charge with CAC
d) State the procedure involved in increasing the authorized share capital of Ankara Textiles Limited from N50 million to N500 million. Draft the resolution to be filed at the CAC for this purpose.
e) Assuming Ankara Textiles Ltd finally agrees to merge with Kampala Textiles Ltd, state the merger procedure, assuming the sum total of the share capital of both companies is N1 billion

CORPORATE LAW PRACTICE

AUGUST 11, 2010

MARKING SCHEME

QUESTION 1 (a)
Matters in respect of which you will take incorporation instructions:

(1) Name of the proposed company
(2) Registered office address
(3) Particulars of the subscribers
(4) Particulars of the first directors
(5) Share capital, and its division into shares
(6) Type of company
(7) Date of incorporation
(8) Nature of business
(9) Branches, if any
(10) Restrictions, if any
(11) Control of management
(12) Tax reliefs
(13) Whether aliens have satisfied conditions or obtained necessary permits
(14) Instructions required to prepare the articles
(15) Status of the proposed company (public or private), etc

QUESTION 1 (b)
The instructions I will take in respect of the name of the proposed company. And the steps I will take in respect of those instructions:

I will take a preferred name and an alternative name. Thereafter, I will apply to the CAC using Form CAC 1 (Form of availability & Reservation of name) for search for availability of the names. If the name is available, CAC will reserve it for me for a period of 60 days, within which I must use the reserved name.

QUESTION 1 (c)
Relevant pre-incorporation contracts you will advise your clients to execute.

(1) Joint venture agreement (JVA)
(2) Memorandum of understanding
(3) Shareholders` agreement
(4) Property acquisition agreement
(5) Directors` service contract
(6) Agreement for payment of promoters` expenses
(7) Confidentiality agreement
(8) Transfer of Technology agreement
(9) Etc

QUESTION 1 (d) (i)

Draft of the Commencement clause of memorandum of Understanding:

THIS MEMORANDUM OF UNDERSTANDING (MoU) is made this ………… day of ………………, 20 ……. BETWEEN TOSHIRA (JAPAN) INCORPORATED of ………………………….. (the Japanese company) of the one part; AND ZONIX NIGERIA LIMITED, a company registered under Part A of CAMA with its registered office at ………………… (the Nigerian Company) of the other part.

QUESTION 1 (d) (ii)

Matters to be included in the MOU:

(1) Parties
(2) Commencement
(3) Recital
(4) Sphere of operation
(5) Object
(6) Capital contribution
(7) Dispute resolution
(8) Attestation
(9) Date of commencement
(10) Execution
(11) Applicable law
(12) Etc

QUESTION 1 (e)

The documents to be submitted to the CAC for incorporation of the Company are (See Regulation 23 of the Company Regulations, 2012):

(1) Memo & Articles of association (duly stamped)
(2) Form of Approval and Reservation of proposed Name (CAC 1)
(3) Statement of Share capital & Return of Allotment, duly stamped (CAC 2)
(4) Particulars of Persons who are the First Directors of the Company (CAC 7)
(5) Statutory Declaration of Compliance to be signed by a Legal Practitioner (CAC 4)
(6) Notice of Situation/Change of Registered Office (CAC 3)
(7) Particulars of the Person who is Company Secretary of a Company or any Change Therein (CAC 2.1)
(8) Prescribed (registration) fees for incorporation
(9) Evidence of Consent Letter, where applicable
(10) Proficiency certificate, where applicable
(11) Photocopy of the information page of International Passport or national Identity card for each Director and subscriber
(12) Residence permit, in the case of foreigners
(13) Photocopy of duly verified Particulars of Directors, Statement of Share Capital and return of Allotment of Shares together with Memo and Articles of Association for Certification as true copies
(14) Duly signed and sealed resolution authorizing the subscription where a company subscribes to the Memorandum and Articles of Association
(15) An Affidavit stating the particulars of cancellation of alteration in the signature on any document or any difference in the name on stamp duty receipt and name on other documents

QUESTION 1 (f)

FEDERAL REPUBLIC OF NIGERIA
COMPANIES & ALLIED MATTERS ACT, 1990

COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
TOSHZONIX NIGERIA PLC

1. The name of the company is Toshonix Nigeria Plc
2. The registered office of the company shall be situate in Nigeria
3. The object for which the company is established is the manufacture, importation and exportation, distribution, supply and marketing of computer and computer accessories and matters incidental to these
4. The Company is a public company
5. The liability of the members is limited by shares
6. The share capital of the company is N3 billion divided into 3 billion ordinary shares of N1.00 each.

QUESTION 1 (g)

The incentives available to the Company under Nigeria law for the following are:
(i) Manufacture of “Pioneer products” —- the company would be given the Pioneer status, under the NIPC Act & the Industrial Development Act
(ii) Doing business in Nigeria with foreign loan — If the loan is imported through an authorized dealer and the company obtains Certificate of capital Importation, the company would be entitled to the following incentives —
a. Relief under Double taxation treaties (ss.44 – 45, Companies Income tax Act)
b. Importation of foreign currency/capital into the country without limit
c. Allowance for servicing a foreign loan from Nigeria
d. Procurement of foreign currency from the CBN at the official rate
e. The loan will not be treated as income for the purpose of computation of company tax payable
f. Repatriation of profit or the entire loan capital in the currency of the foreign loan
(iii) importation of raw materials to manufacture goods for export —- the company would be entitled to Duty draw back under the Customs & excise Duties Act

QUESTION 2 (a)

Action should be commenced by Originating Motion. And the action would be filed at the Federal High Court

QUESTION 2 (b)
a) Affidavit in support
b) Written Address
c) Copy of the Letters of Administration
d) Copy of the Notice they gave to the company electing to become members of the company & evidence of rejection by the company ——– section 155 CAMA
e) Evidence of payment of the prescribed processing fees
f) Copy of share certificate

QUESTION 2 (c)
Service of originating processes is governed by Rules of Court, in this case, the Federal High Court Rules (s. 78 CAMA). The law is that they are served by court bailiffs or other authorized officers of the court in any of the following ways:
(1) Service on a principal officer of the company
(2) Delivery at the registered office of the company

QUESTION 2 (d)

Ways of acquiring company shares (and of becoming a member of a company)
(1) Subscription to the Memo of association – ss. 20 and 79 CAMA
(2) Allotment – s. 125 CAMA
(3) Transfer — s. 151 CAMA
(4) Transmission — ss 148 and 155 CAMA
Note that even after acquiring shares in any of the following ways, the shareholder does not become a member of the Company unless and until his o0r her name is entered in the Register of Members — See s. 79 (1) and (2), CAMA

QUESTION 2 (e)

(1) Unit Trust Scheme
(2) Open-Ended Investment Scheme
(3) Real Estate Investment Scheme
(4) Any Scheme designated as collective Investment Scheme by CAC and published in the Gazette as such.
See sections 152 and 154 ISA, 2007

QUESTION 3 (a):

Yes, the organization can operate without registration—- See s. 590 (1) CAMA

QUESTION 3 (b):
No, Mr. Udoh is not qualified to be a Trustee of a Body Registered under Part C, CAMA. This is because to be qualified for appointment as a Trustee under part C of CAMA, the person must be at least 18 years old — s. 592 (1) (a) CAMA

QUESTION 3 (c):

Any number of Trustees. There is no maximum and there is no minimum —- s. 590 CAMA

QUESTION 3 (d):

The following persons are cannot be appointed Trustees under part C, CAMA (s. 592 CAMA):
(1) Infant (a person below 18 years)
(2) Unsound mind (lunatic) who has been so pronounced by a court of law.
(3) Un-discharged bankrupt
(4) Person convicted of any offence involving fraud or dishonesty within the five years immediately preceding his appointment

QUESTION 3 (e):
.

(1) Form of Approval & Reservation of Name (CAC 1)
(2) Application letter, signed by the chairman and secretary of the association or by their solicitor
(3) Prescribed application form for registration of Trustee – CAC/IT/1
(4) Original copy of newspaper publication
(5) Two copies of the applicant/association`s Constitution
(6) Extracts of the Minutes of the meeting where the Trustees were appointed
(7) Minutes of the meeting where the Special Clause was adopted
(8) Sworn Affidavit by each trustee that, he/she is not disqualified under CAMA
(9) Impression/drawing of the of the association`s common seal
(10) 2 passport photographs of each trustee
(11) Evidence of land ownership or undertaking in lieu of this
(12) Letter of authority from the association to the solicitor conducting registration on the association`s behalf
(13) Evidence of payment of prescribed registration fees
(14) Notice of Situation of the Address of the association or any changes therein
(15) Evidence of payment of filing fees
See Regulation 65 of the Company Regulations, 2012

QUESTION 3 (f):

Matters to be included in the constitution of the association include:
(1) Name of the association, which must start with, Incorporated trustees of ……….
(2) Aims and objectives
(3) Organs
(4) Appointment and replacement of trustees
(5) Meetings
(6) Board of trustees
(7) Contribution
(8) Common seal
(9) Audit
(10) Accounts
(11) Subscription
(12) Special clause
(13) Dissolution
(14) Appointment/election and removal of other principal officers
See section 334 (2) CAMA

QUESTION 3 (g):

The Special Clause is usually inserted in the Constitution of the association to be registered under Part C. The Clause states/provides that in the event of dissolution of the association, the assets of the association shall not be shared among members but shall be given to another association with similar objects/objectives or to any charitable organization

QUESTION 3 (h):
Differences between Incorporated Trustees (Registered under part C) and Company Limited by Guarantee (registered under Part A, CAMA)

(1) Incorporated Trustees (IT) are registered under part C of CAMA, whereas Company Ltd By Guarantee (CLG) is registered under part A, CAMA
(2) Consent of the A.G, Federation is required to register a company Ltd By Guarantee (CLG) . Such consent is not necessary for Incorporated Trustees (IT)
(3) Constitution not required for Incorporated Trustees, unlike Company Ltd By Guarantee
(4) Memorandum & Articles of association not required for Incorporated Trustees, unlike Company Ltd by Guarantee
(5) Payment of stamp duties not necessary for incorporated trustees, unlike Company Ltd By Guarantee
(6) Company Ltd By Guarantee has Directors, unlike Incorporated trustee which have Trustee
(7) Newspaper publication is required for Incorporated Trustees, unlike Company Ltd by Guarantee
(8) CLG may do business while It may not

Note the similarities between the two:

(a) Both attract tax exemption
(b) Both are non-profit oriented
(c) Both are governed by CAMA
(d) In the event of dissolution, assets of both are not shared among members, but must be given out to another organization with similar objects

QUESTION 4 (a):

Section 54, CAMA provides that every foreigner or foreign company desirous of doing business in Nigeria must register a company in Nigeria. But by virtue of section 56, CAMA, the foreigner or foreign company may, without formal registration in Nigeria, apply for and obtain EXEMPTION under section 56 CAMA, PROVIDED the company is qualified for such exemption. If exempted, it can come to Nigeria and do the business in respect of which it is exempted and for the duration contained in the instrument of exemption. Companied qualified to apply for exemption are :
A) Foreign company invited to Nigeria by or with the approval of the FG to execute any project
B) Foreign company in Nigeria to execute a project for a donor country or international organization (such as UNO, AU, EU, WHO, etc)
C) Foreign government-owned companies engaged solely in export promotion activities
D) Engineering consultants and technical experts in Nigeria to execute any project under contract with any person of organization provided such contract is approved by the Federal government (section 56(1).

QUESTION 4 (b):

XXlling GMBH Ltd
20, German Square
Berlin, Germany
Date: ………………….

The Executive President & Commander In Chief of the Armed forces
Federal Republic of Nigeria

Through:

The Secretary to the Government of the Federation
The Presidency, Aso Rock Villa,
Abuja, Nigeria,

Dear Sir,

APPLICATION FOR EXEMPTION FROM REGISTRATION UNDER SECTION 56, CAMA

We, the above-named Company, having been invited to Nigeria by the Federal Government of Nigeria to execute a project, hereby apply for exemption from formal incorporation as a Nigerian Company.

Please find attached the necessary documents as stipulated by section 56 (2), CAMA, Cap C20, LFN, 2004

Thanks.

Yours faithfully,

…………………….
Company Secretary

QUESTION 4 (c):

(a) Partnership (Joint Venture) Agreement, where necessary
(b) Evidence of payment of application fees
(c) Copy of Certificate of Incorporation of the applicant company
(d) Copy of memo & Articles or other Constitution of the applicant company (where it is not in English, then, a certified translation thereof)
(e) Evidence of payment of stamp duties
(f) Feasibility report & project implementation programme
(g) Titles Deeds of Land, showing firm commitment to acquire requisite business premises in Nigeria for its operations
(h) Training programme for Nigerian staff or personnel policy of the Company or management Succession Schedule for qualified Nigerians
(i) Particulars of Directors of the applicant company
(j) Job title designation for expatriate staff
(k) Information brochure

QUESTION 4 (d):

If the loan is imported through an authorized dealer and the company obtains Certificate of capital Importation, the company would be entitled to the following incentives —
a. Initial tax-free period of three years, renewable for another two years for engaging in gas utilization
b. Importation of foreign currency/capital without limit into the country
c. Allowance for servicing a foreign loan from Nigeria
d. Procurement of foreign currency from the CBN at the official rate
e. The loan will not be treated as income for the purpose of computation of company tax payable
f. Repatriation of profit or the entire loan capital in the currency of the foreign loan
g. Retention of export proceeds in foreign currency in its domiciliary account
h. Interest accruing from the domiciliary account is not fixed
i. Export incentives under the Export (Incentives & Miscellaneous Provisions) Act
a. Relief from double Taxation under the relevant Double taxation treaties (ss.44 – 45, Companies Income tax Act), etc
(any two of the above)

QUESTION 4 (e):
Procedure for merger where the annual turnover of both companies is N2 billion:
This is intermediate merger. Procedure is as follows:

Involves three major steps:
(1) Pre-merger notification to SEC
(2) Formal application for approval to SEC
(3) Post –merger notification to SEC

Procedure for Merger:
i) Separate BOD resolution of each merging company to authorize merger
ii) Due diligence on merging companies
iii) Prepare scheme of merger
iv) Pre-merger notification to SEC and submit draft scheme of merger
v) If SEC, approves scheme, then make a formal application to SEC for merger
vi) Application by any of the merging companies for a court-ordered general meeting
vii) Each merging company holds a court-ordered meeting to pass a special resolution to approve the merger
viii) If SEC approves scheme of merger, make an application to court to sanction the scheme of merger
ix) If court sanctions the scheme, register the order with CAC within 7 days
x) Publish court order in at least one daily national newspaper and Federal gazette
xi) Post –merger notification to SEC of completion of merger

QUESTION 4 (f):
(i) Ordinary resolution
(ii) Ordinary resolution maybe passed for voluntary winding in the following instances:
a. When the period, if any, fixed for the duration of the company by the Articles has expired
b. Where the company was formed and stated to be dissolved on the happening of a particular event, then when that event has happened
c. When the company has accomplished its objects

QUESTION 4 (g):
Draft of Notice of Extra Ordinary general meeting
ANSWER:
XXLLING REFINERY SERVICES LIMITED
38, Buwa Road, Lagos, Nigeria

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extra Ordinary General Meeting of this Company will be held at (VENUE)…………………….. on …(DATE0………….. at (TIME).. …………………. ., for the purpose of considering and, if thought fit, of passing the following Resolution as a Special Resolution:

“That the affairs of Xling Refinery Services Limited be merged with those of Entac Oil Services Limited”

Dated this ………… day of ……………………. 20 ……..

Signed;

……………
Secretary
(By Order of the Board)
.

QUESTION 4 (h):
(i) Meaning of Declaration of Solvency: It is a Statutory Declaration made by the directors or a majority of the directors stating that they have made full inquiry into the affairs of the company and that they are of the view that the Company will be able to pay its debts in full within a period of twelve months from the date of commencement of winding up of the company
(ii) Conditions for validity of Declaration of solvency are
a. The declaration must be made within the five (5) weeks immediately preceding the date of passing of the resolution for winding up
b. The Declaration must be delivered to the CAC before the date of passing the resolution for winding up
c. The Declaration must be accompanied by a statement of the company`s Assets & Liabilities as at the date of the declaration

QUESTION 4 (i):
XLING REFINERY SERVICES LIMITED
12, Law School Road, Victoria Island, Lagos
08123566789, amacoltd@yahoo.com

RESOLUTION TO WIND UP THE
COMPANY PURSUANT TO SECTION 401 CAMA

At the Extra-Ordinary General Meeting of the above-mentioned Company held on ……………. the ……. day of …………………., 20……….., the following resolution was proposed and duly passed:

“That Xling Refinery services Limited be wound up voluntarily.”

Dated the ………………………………….. day of ……………….. 20……..

Signed:

—————-
Secretary/ Director

QUESTION 5 (a):
Documents to submit to CAC for conversion from private to public include:
(1) Duly completed application in the prescribed CAC Form
(2) Copy of Memo & Articles as amended to reflect the change in status
(3) Copy of the special resolution
(4) Copy of the Written Statement of the Directors and the secretary, certified on oath, and showing that the paid up capital of the company as at the date of the application is not less than 25 per cent of the authorized share capital as at that date
(5) A copy of the balance Sheet of the company as at the date of the application or the preceding 6 months, whichever is later
(6) Copy of the company`s prospectus or a statement in lieu of the prospectus delivered within the preceding 12 months to the SEC
(7) Updated annual returns
(8) Payment of prescribed fees
(9) Evidence of payment of FRC annual dues
(ii) See Regulation 25 of the Company Regulations, 2012

QUESTION 5 (b):

SALMAN NIGERIA LIMITED
12, Law School Road, Victoria Island, Lagos
08123566789, amacoltd@yahoo.com

SPECIAL RESOLUTION TO CONVERT THE
COMPANY TO PUBLIC COMPANY PURSUANT TO SECTION 50 CAMA

At the General Meeting of the above-mentioned Company held on ……………. the ……. day of …………………., 20……….., the following resolution was proposed and duly passed:

“That the company be and is hereby converted to a public company and that the Directors be and they are hereby authorized and directed to take such steps as may be proper and necessary for effecting such conversion.”

Dated the ………………………………….. day of ……………….. 20……..

Signed:

—————-
Secretary/ Director

QUESTION 5 (c):

Completion/Filling of Form CAC 7 (Particulars of Directors & of any Changes therein

QUESTION 5 (d):

SALMAN JAPAN LIMITED
20, German Street
Tokyo, Japan
Date: ………………….

The Executive President & Commander In Chief of the Armed forces
Federal Republic of Nigeria

Through:

The Secretary to the Government of the Federation
The Presidency, Aso Rock Villa,
Abuja, Nigeria,

Dear Sir,

APPLICATION FOR EXEMPTION FROM REGISTRATION UNDER SECTION 56, CAMA

We, the above-named Company, having been invited to Nigeria by the United States Agency for International development (USAID) to execute a loan project for the Federal Government of Nigeria, hereby apply for exemption from formal incorporation as a Nigerian Company.

Please find attached the necessary documents as stipulated by section 56 (2), CAMA, Cap C20, LFN, 2004

Thanks.

Yours faithfully,

…………………….
Company Secretary

QUESTION 6 (a):

Procedure for creation of a charge over a company`s property:

(1) Pass a Board resolution to authorize the loan
(2) Obtain the loan from the bank, following relevant procedures
(3) Documentation: Prepare the relevant loan agreements and Deeds
(4) Execution of Loan Agreement/Deeds
(5) Perfection of the transaction under the relevant laws ——- (a) Governor`s consent, (b) Stamping & (c) registration
(6) Registration of the Charge with CAC within 90 days of its creation using Form CAC 9 (Particulars of charge) – see the Company Regulations, 2012
(7) Enter particulars of the charge in the (a) Register of Charges & (b) Register of Debenture Holders
(8) Obtain Certificate of Charge issued by CAC

QUESTION 6 (b):
Remedies available to Bank of Commerce & Industry in recovering the loan and interests from Ankara Textiles Plc and in the circumstances:

(1) Action in court for recovery of the loan and interests
(2) Appointment of receiver
(3) Foreclosure
(4) Power of Sale
(5) Taking Possession
(6) File a petition for winding up of the company under the Companies Winding Up Proceedings Rules

QUESTION 6 (c):
Every charge created by a company must be registered with the CAC within 90 days of creating the charge under s. 197 (1)CAMA. Otherwise the charge created is void against liquidators or creditors of the company & any subsequent purchaser for value without notice

QUESTION 6 (d):

Procedure for Increase of share capital is as follows:
(1) Board resolution to authorize the increase
(2) Pass Special Resolution to effect the increase
(3) Sent the following documents to CAC within 15 days of the passing of resolution to increase the share capital:
a. Statement of the Increase, duly stamped
b. Notice of Increase
c. Copy of resolution passed to effect increase
d. Memo & Articles, as amended to reflect the increase
(4) Ensure that not less than 25 per cent of the increased authorized shares capital is issued within 6 months
(5) Statutory declaration by Directors, verifying the increase, which must be delivered to the CAC
(6) Obtain Certificate of Increase from the CAC
(7) Annex a copy of the Certificate of Increase and the Resolution to the Memo & Articles

NOTE: increase in share capital does not take effect unless:
(1) At least 25 percent of the increased share capital is issued within six months of increase
(2) The directors depose to a Statutory declaration by Directors, verifying the increase, which must be delivered to the CAC

Draft Resolution for Increase in share capital

NKARA TEXTILES NIGERIA LIMITED
15, Law School Road, Victoria Island, Lagos
08123566789, ankaratl@gmail.com

SPECIAL RESOLUTION TO INCREASE SHARE CAPITAL
Pursuant to Section lO2(1)

At the General Meeting of the above-mentioned Company held on ………. the ……. day of ………., 20……….., the following resolution was proposed and duly passed:

“ That the amount forming the Authorised Share Capital of the Company be increased to N200 million by the creation of ……………………. Ordinary Shares of each, such new shares to rank pari passu in all respects with the existing Shares in the capital of the Company.

Dated the ………………………. day of ……………….. 20……..

Signed:

—————-
Secretary/ Director

QUESTION 6 (e):.
ANSWER:
It is intermediate merger.
This is intermediate merger. Procedure is as follows:

Involves three major steps:
(4) Pre-merger notification to SEC
(5) Formal application for approval to SEC
(6) Post –merger notification to SEC

Procedure for Merger:
xii) Separate BOD resolution of each merging company to authorize merger
xiii) Due diligence on merging companies
xiv) Prepare scheme of merger
xv) Pre-merger notification to SEC and submit draft scheme of merger
xvi) If SEC, approves scheme, then make a formal application to SEC for merger
xvii) Application by any of the merging companies for a court-ordered general meeting
xviii) Each merging company holds a court-ordered meeting to pass a special resolution to approve the merger
xix) If SEC approves scheme of merger, make an application to court to sanction the scheme of merger
xx) If court sanctions the scheme, register the order with CAC within 7 days
xxi) Publish court order in at least one daily national newspaper and Federal gazette
xxii) Post –merger notification to SEC of completion of merger

Isochukwu

Quite eccentric really

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