The Corporate Affairs Commission (CAC) has released updated regulations to aid Deposit Money Banks in the current recapitalisation process.
According to a statement released by the commission’s management and shared on its official Facebook page on Friday, the new directive is in line with its authority as outlined in Section 8 (1) (e) of the Companies and Allied Matters Act No. 3 of 2020, emphasizing the immediate compliance with the policy.
The guidelines are intended to provide assistance in the proper submission of applications for new incorporations, share capital increases, mergers, and changes in license authorization.
In the case of new incorporations, the CAC specified that applicants must provide essential documents such as an approved name reservation or availability, preliminary approval from the sector regulator, a completed online incorporation form, and payment of stamp duty and filing fees based on the type of license authorization.
The publication further noted that a certificate of incorporation will be issued within 24 hours for applications that meet all the requirements for incorporating companies as outlined in the Commission’s operations checklists found at www.cac.gov.ng/resources.
Furthermore, financial institutions aiming to boost their capital share via private placements, rights issues, and/or subscription offers are required to provide a company resolution, return of allotment, and other statutory declarations signed by directors confirming the full payment of the issued share capital.
Other requirements include, “Notice of the fact that regulatory approval is required, an affidavit deposed to by a director of the company to the effect that regulatory approval is required for the increase, an amended memorandum of association reflecting the new share capital.
“Payment of stamp duties and filing fees, Issuance of a letter acknowledging notice of increase and requirement of regulatory approval, filing of regulatory approval and the issuance of a certificate of increase.”
Under this category, the commission warned that the 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.
“Annual returns and information on persons with significant control must be filed up-to-date, and certificate of increase shall be issued within 24 hours of filing of regulatory approval,” it said.
Likewise, small to medium-sized banks looking to merge are required to submit a properly signed special resolution for the merger from each of the companies involved. Additionally, the merger plan must be approved by the Securities and Exchange Commission.
“A certified true copy of the court order authorising Extraordinary General Meeting of each of the merging companies. Evidence of publication of court ordered meeting in two newspapers and the Federal Gazette and a CTC of Court order sanctioning the Scheme of Merger.
“All enquiries and complaints on these guidelines and applications submitted in pursuance of the recapitalisation exercise should be addressed to [email protected] or call +234 816 920 9551,” the statement added.
Naija News understands that the Central Bank of Nigeria (CBN) issued a directive in March 2024 instructing all banks to enhance their capital base in order to boost productivity.
Commercial banks holding international authorization were mandated to raise their capital base to ₦500 billion, while national banks were required to reach ₦200bn.
Furthermore, banks with national licenses were given a target of ₦200 billion, and those with regional authorization were expected to meet a capital floor of ₦50 billion.
The implementation of this directive is already underway, as banks have started issuing public offers and rights issues to achieve the set target within a two-year timeframe.
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