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A Shareholder Resolution is a formal proposal that company shareholders put forward at annual general meetings under Nigerian corporate law. It lets shareholders voice their views and influence company decisions on issues like board appointments, dividend payments, or major business changes.

Under Nigeria's Companies and Allied Matters Act, shareholders holding at least 5% of voting rights can submit these resolutions. Once properly filed, the board must present the resolution for voting at the next meeting. If passed by a majority vote, it becomes binding on the company's management to implement.

Use a Shareholder Resolution when you need to make significant changes to a Nigerian company's operations that require formal shareholder approval. Common situations include removing directors, changing the company's name or structure, adjusting dividend policies, or approving major asset sales.

This tool becomes essential during corporate disputes, when shareholders need to challenge management decisions, or when implementing new corporate governance measures. For example, minority shareholders in Nigerian banks often use resolutions to push for better transparency or to nominate independent directors. Timing matters - resolutions must be submitted at least 21 days before the annual general meeting.

• Shareholder Ordinary Resolution: Used for routine business decisions requiring simple majority (50%+) approval, like appointing directors or approving dividends
• Shareholder Special Resolution: Required for major company changes needing 75% majority, such as altering articles or reducing share capital
• Members Written Resolution: Allows decisions without holding physical meetings, useful for private companies seeking quick action
• Annual General Meeting Resolution: Specifically formatted for yearly meetings, covering standard annual business items
• General Meeting Resolution: Used for extraordinary meetings outside the annual cycle to address urgent matters

• Shareholders: Propose and vote on resolutions, especially minority shareholders with at least 5% voting rights seeking corporate changes
• Company Secretary: Drafts resolution language, ensures compliance with CAMA requirements, and manages filing procedures
• Board of Directors: Reviews proposed resolutions, implements passed resolutions, and provides recommendations to shareholders
• Corporate Legal Counsel: Verifies legal validity, drafts complex resolutions, and ensures proper documentation
• Corporate Affairs Commission: Receives and maintains records of passed resolutions as required by Nigerian law

• Company Details: Gather current registration number, registered office address, and shareholding structure
• Resolution Type: Determine if ordinary (50%) or special (75%) majority needed based on the decision's nature
• Meeting Requirements: Check notice periods (21 days minimum) and quorum rules in company's articles
• Supporting Documents: Collect relevant financial statements, reports, or expert opinions backing the resolution
• Shareholder Information: List eligible voting shareholders and their respective voting rights percentages
• Draft Resolution: Use our platform to generate a legally-compliant document that includes all required elements

• Company Information: Full legal name, registration number, and registered office address at document top
• Meeting Details: Date, time, location, and type of meeting where resolution is proposed
• Resolution Title: Clear statement indicating if it's an ordinary or special resolution
• Preamble: Brief background explaining the purpose and legal basis under CAMA 2020
• Resolution Text: Precise wording of the decision being made, using "RESOLVED THAT" format
• Voting Requirements: Required majority threshold and voting eligibility criteria
• Authentication: Chairman's signature, company seal, and certification by Company Secretary

A Shareholder Resolution differs significantly from a Board Resolution in several key aspects, though both are important corporate governance tools in Nigeria. While they may seem similar, their scope, authority, and implementation vary considerably under the Companies and Allied Matters Act (CAMA).

• Decision-Making Authority: Shareholder Resolutions represent decisions made by company owners and require majority vote at general meetings, while Board Resolutions reflect decisions made by directors during board meetings
• Legal Requirements: Shareholder Resolutions often need 21 days notice and specific voting thresholds (50% or 75%), whereas Board Resolutions typically require only board quorum and simple majority
• Scope of Powers: Shareholder Resolutions handle fundamental changes like altering articles or removing directors; Board Resolutions manage day-to-day operations and strategy
• Filing Requirements: Certain Shareholder Resolutions must be filed with CAC, while most Board Resolutions remain internal company records