Step by step on how to increase a company's share capital


7/12/20232 min read

In Nigeria, the process of increasing a company's share capital involves several steps and legal requirements. Here's a general overview of the process:

1. Check the Company's Memorandum and Articles of Association: Review the company's Memorandum and Articles of Association to ensure that there are provisions allowing for the increase of share capital. If necessary, amend these documents through the appropriate legal procedures.

2. Hold a Board Meeting: Convene a board meeting to discuss and approve the proposed increase in share capital. The board of directors must pass a resolution authorizing the increase and outlining the terms and conditions of the increase.

3. Conduct an Extraordinary General Meeting (EGM): Call for an EGM and provide proper notice to shareholders. During the meeting, shareholders must pass a special resolution approving the increase in share capital. The resolution should detail the new authorized share capital, any new classes of shares, and any other relevant terms.

4. File Required Documents: Prepare the necessary documents to be filed with the Corporate Affairs Commission (CAC). The documents typically include:

· Certified true copies of the board and shareholders' resolutions.

· Updated Memorandum and Articles of Association reflecting the increased share capital.

· Notice and minutes of the EGM.

· Completed CAC forms for filing changes to the share capital.

5. Pay Filing Fees: Pay the prescribed filing fees to the CAC along with the submitted documents.

6. Obtain Approval: The CAC will review the submitted documents. If everything is in order, they will issue an approval and update the company's records accordingly.

7. Issuance of New Shares: After obtaining the approval, the company can issue new shares to existing or new shareholders in accordance with the terms and conditions set in the shareholders' resolution.

8. Update Share Register: Update the company's share register to reflect the new share capital structure. This includes recording the issuance of new shares, their allocation, and the shareholders' details.

9. Compliance with Reporting Requirements: Fulfill any reporting requirements, such as updating the annual returns and other relevant documents with the CAC.

It is important to note that the specific procedures and documentation required may vary depending on the company's type, structure, and any applicable regulations. Therefore, it is advisable to consult with a legal professional or a corporate secretary who can provide guidance tailored to your specific circumstances and ensure compliance with Nigerian company law.