How to Conducting Annual General Meeting in Nigeria and the Role of the Company Secretary

Conducting an Annual General Meeting in Nigeria has the company secretary playing a vital role. As an officer of a company, appointed by the board of directors to leverage their skills, experience, and knowledge in governance and administration.

In this capacity, the company secretary ensures that the company complies with all legal and regulatory requirements, keeping the board members informed of their legal responsibilities.

They serve as a guardian of compliance, facilitating communication between the board and stakeholders, while also acting as a custodian of corporate records.

This article will provide a comprehensive guide on the crucial role a company secretary plays in ensuring a successful Annual General Meeting (AGM), highlighting their responsibilities and best practices to help companies thrive.

Conducting an Annual General Meeting

An Annual General Meeting (AGM) is a yearly meeting of the members of a company (shareholders), the members of the board of directors, and every official of the company required to be at such a meeting. Every company must hold an AGM except small companies or companies with a single shareholder.

The first AGM of a company must be conducted within 18 months from the date of incorporation. It is to be convened by the director, who shall determine the date and time the meeting will be held, at the registered office of the company or such other place as the directors may determine.

Business Transacted at an AGM

All businesses transacted at an AGM are deemed to be special business, except the following, which are ordinary business:

1. Declaring a dividend
2. Presentation of the financial statements and the reports of the directors and auditors
3. Election of directors in place of those retiring
4. The appointment and fixing of the remuneration of auditors
5. Appointment of members of the audit committee
6. Disclosure of the remuneration of managers of a company

Notice of AGM

A 21-day notice must be given to everyone entitled to be present at the first AGM. These include:

• Every member
• Every person to whom shares devolve by reason of being a legal representative, receiver, or trustee in bankruptcy of a member
• Every director of the company
• Every auditor for the time being
• The secretary
• The commission in case of a public company

The notice must state the place, date, and time of the meeting, and the general nature of business to be transacted. The notice can be delivered in person, by post, or via email.

Mode of Conducting AGM

All AGMs must be held in Nigeria, at the registered address of the company in Nigeria or such other place the Directors may determine within Nigeria.

For private companies, if the Articles of Association of a company permits, a virtual meeting may be validly held, with some members convening at the address in the notice and others calling in from different locations, including outside Nigeria.

SEE ALSO: Step-by-Step Guide to Setting Up a Foreign Company in Nigeria (2025 Update)

Role of the Company Secretary in an Annual General Meeting

It is noteworthy to point out that some companies fuse the office of a company secretary with that of an in-house counsel.

Role before the Meeting

1. Prepare the notice of the meeting as instructed by the directors.
2. Send notice of the meeting to everyone entitled to attend the meeting.
3. Check that the venue for the meeting is prepared.
4. Circulate the financial statement, agenda of the meeting, and any other documents to be used at the meeting.

Role during the Meeting

1. Take attendance of persons present and report apologies for absence.
2. Ensure that the quorum is present and maintained throughout the meeting.
3. Track the progress of the agenda.
4. Take minutes and proper notes during the meeting.
5. Advise on compliance with applicable laws, rules, and regulations before resolutions are passed.
6. Advise the chairman on matters relating to the meeting.

Role after the Meeting

1. Render proper filings and returns to the Corporate Affairs Commission (CAC) and other regulatory bodies as required.
2. Update the company’s registers, such as updating minutes of meetings in the minutes book and updating the Register of Directors in case of changes (e.g., removal or appointment of directors).
3. Draft the appropriate resolutions and ensure they are signed and filed with CAC.
4. Produce a final draft form of the minutes for approval and signature by the chairman.
5. Send signed minutes to all participants of the meeting.

SEE ALSO: How to Register a Company Limited by Guarantee in Nigeria

Conclusion

An AGM must be conducted according to CAMA or the provisions of the Articles of Association, and the onus is on the company secretary to ensure the success and legitimacy of this meeting. By effectively discharging their duties, company secretaries facilitate compliance with regulatory requirements, maintain accurate records, and enable shareholders to exercise their rights.

Ultimately, this helps the organization achieve its strategic objectives in the long run.

Frequently Asked Questions

Do You Need External Company Secretarial Services?

Conducting an Annual General Meeting needs the expertise of a company secretary. At Tcorporate, we have Chartered Company Secretaries empowered to conduct Annual General Meetings seamlessly. We can also assist in other secretarial services like corporate filings and company setup.

Visit: www.tcorporatelegaladvisory.com
Email: info@tcorporatelegaladvisory.com
Tel: 08062348867, 09080119975, 09080119980
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Disclaimer

This publication has been prepared for general guidance on matters of interest only and does not constitute professional advice. You should not act upon the information contained herein without obtaining specific professional advice. For tailored advice, kindly contact us.

WRITTEN BY:
OGHENEYOMA E. IBUJE LL.B, B.L, ACIS
LEGAL ASSOCIATE
TCorporate Legal Advisory