September 11, 2018

Companies are mandated by the Companies and Allied Matters Act (CAMA) to have at least 2 directors. Any company whose number of directors falls below two, shall within one month of its so falling appoint new directors and shall not carry on business after the expiration of one month, unless such new directors are appointed.

Where a director or member of a company is aware that a company continued to carry on business after the number of directors fell below two for more than 60 days, it will be held liable for all liabilities and debts incurred by the company during that period when the company so carried on business.

For people that are first directors of a company, i.e. directors at incorporation, their names and number will be determined in writing by the shareholders or a majority of them. For subsequent appointment of directors, the members of the company at the Annual General meeting have the power to re‐elect or reject directors and appoint new ones.

In the event of all the directors and shareholders dying, any of the personal representatives can apply to the court for an order to convene a meeting of all the personal representatives of the shareholders entitled to attend and vote at a general meeting to appoint new directors to manage the company, and if they fail to convene a meeting, the creditors, if any, can do so.

Where there’s a casual vacancy arising from death, retirement or resignation of a director, the boards of directors have the power to appoint new directors to fill such vacancy and the appointment will be approved by the shareholders at the next Annual General Meeting, and if not so approved, he will cease to be a director.

The directors may increase the number of directors so long as it does not exceed the maximum allowed by the articles.

Where a person not duly appointed by the company acts as a director, he personally and not the company will be held liable for any act he performs in such capacity, unless the company holds him out as a director.

Best regards,

Team 618 Bees.


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

More Articles


Connect With Us

Got any questions?

If you are having any questions, please feel free to ask.

Send us an email

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.

  • Do I need a Company Secretary?

    A limited liability company (LLC) must have a company secretary.

  • What are the penalties for not registering my products with the SON?
      1. Seizure of goods by the Inspectorate and Compliance Directorate
      2. Payment of a fine.
      3. Prosecution


  • Can my kids be shareholders in my company?

    Yes your kids can hold shares in your company but there must be a minimum of two adult shareholders before kids can be included.

  • Why do I need a trademark?

    You need to register your trademark because if you don’t register it, someone else can! It helps identify you as the source ad indicates a consistent level of quality of your products and services. Securing a registered trademark protects your brand, and provides you with tools to prevent someone else from using similar signs and riding off the back of your business.

Call Us Now on +234 1 280 3791