How to Remove a Deceased Company Director in Nigeria

How to Remove a Deceased Company Director in Nigeria

September 04, 2023

 

  • Public limited companies are required to have atleast two directors at all times. In the event a director dies, the shareholders must appoint a second director as soon as possible.
  • If the deceased director was also a shareholder, the existing shareholders or directors will authorize the transfer of the deceased director’s shares. The shares of the deceased will need to be transferred in accordance with:
  1. The Will of the deceased i.e if one was put in place prior to the demise of the deceased director.
  2. The rule of intestacy, this will be when no will has been put in place
  3. Any provisions outlined in the Shareholders Agreement or the company’s articles.
  • A deceased director can be removed by an ordinary resolution adopted at a shareholder’s meeting by persons entitled to exercise voting rights in the election of that director. The effective date of the removal of the deceased director is when the Board resolves to remove the deceased director. This date does not have to be the date of the death of the deceased director.
  • 288 (4) CAMA 2020;

“A vacancy created by the removal of a director under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy.”

  • If a company has more than one director, the remaining director(s) may decide to take on the responsibilities of the deceased director and continue to run the business as usual. Alternatively, the company shareholders may wish to appoint a new director immediately to minimize the pressure on the surviving directors.
  • The options available to the personal representatives of the deceased will depend on the terms outlined in the company’s articles.

Team 618 Bees

 

618 Bees can quickly and easily help you remove a deceased company director with the CAC. Log on to our website www.618bees.com or email hello@618bees.com, or give us a call on +2349017190079/08080819653. 618 Bees will complete your application with the both the CAC.

 

 

The information in this blog post (“post”) is provided for general informational purposes only, no information contained in this post should be construed as legal advice, nor is it intended to be a substitute for legal counsel on any subject matter. No reader of this post should act or refrain from acting on the basis of any information included in, or accessible through this post without seeking the appropriate legal or professional advice from the particular facts and circumstances at issue from a lawyer. This post is protected by intellectual property law and regulations. It may however be shared using appropriate sharing tools provided that our authorship is always acknowledged and this Disclaimer Notice attached

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Frequently Asked

  • When are Annual Returns due for filing?

    A company’s first Annual Returns are due for filing after 18 months of its inception, subsequently it should be filed annually as the name implies. The filing dates could differ for each company depending on their financial year end but must be filed not later than 42 days after its Annual General Meeting.

    The Annual Returns for Business Names is due not later than the 30th of June each year except in the year the business was registered.
  • Must my Company Secretary be a Lawyer?

    Although it’s ideal to have a lawyer as a company secretary, it is not compulsory for small private businesses.
  • Why is mutual assent important in a contract?

    This is one of the key elements of a contract because is shows the meeting of the minds of both parties
  • If I have NAFDAC Registration number, do I still need SON registration number?

    SON Product Registration scheme is mandatory for all SON’s regulated products as mandated by SON Act 56 of 1971, 20 of 1984, 18 of 1990 as amended.

    This is irrespective of the registration done by NAFDAC
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    No, its not legal. This is because the law prohibits anyone from transferring the data of a third party to another person without consent from the third party to do same even if the data was rightfully obtained in the first instance.
  • What is eligible for Patent registration?

    Patents are granted for the invention of products or processes. However, for it to be patentable, the invention

    • Must be new,
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    • Must be capable of being made or used in some kind of industry and not be, a scientific or mathematical discovery, theory or method, a literary, dramatic, musical or artistic work, a way of performing a mental act, playing a game or doing business, the presentation of information, or some computer programs, an animal or plant variety, a method of medical treatment or diagnosis,
    • And must not be against public policy or morality.
  • What will happen if I buy the wrong category of forms with NAFDAC?

    Nothing, the purchased form will be in your account for future use.

     
  • How many directors do I need to start a company?

    A minimum number of one (1) adult director is required to form a company.
  • Will my trademark registration in Nigeria protect me worldwide?

    No, all intellectual property (IP) rights which includes trademarks are territorial, which means you are protected in the countries in which you register them.
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