By Stanley Onyeka, Lagos
Financial institutions or banks pursuing recapitalisation plans must submit an approved name reservation or availability, their approval-in-principle from the sector regulator, a duly completed online incorporation form, and a payment of stamp duty and filing fees for the category of licence authorisation.
This also applies to new incorporation, according to the guidelines issued by the Corporate Affairs Commission (CAC) on Friday.
CAC in a statement posted on its X and Facebook pages, said the directive is pursuant to its powers under Section 8 (1) (e) of the companies and allied matters Act (CAMA) No. 3 of 2020.
Recall that on March 28, the Central Bank of Nigeria (CBN), pronounced an upward review of the minimum capital requirements for commercial, merchant and non-interest banks, to enable them to meet the mandatory capital adequacy requirement for their respective operations.
CBN said the increase was necessary due to prevailing macroeconomic challenges and headwinds occasioned by external and domestic shocks.
Specific requirements
The Commission also explained that the guidelines are intended to streamline proper filing for new incorporations, increases in share capitals, mergers, and the upgrade or downgrade of licence authorisations, which applications must be accompanied with the following:
New incorporations –
- An approved name reservation or availability
- Approval-in-principle from the sector regulator
- A duly completed online incorporation form
- Payment of stamp duty and filing fees appropriate for the category of license authorisation
“Certificate of incorporation shall be issued within 24 hours for applications that satisfy all requirements for incorporation of companies prescribed in the Commission’s Operations Checklists available at www.cac.gov.ng/resources,” it said.
The guidelines are intended to streamline proper filing for new incorporations, increases in share capitals, mergers, and the upgrade or downgrade of licence authorisations.
Increase in share capital – private placements, rights issues, or subscription offers:
- A duly signed company resolution
- A return of allotment and other statutory declarations by directors verifying that the issued share capital is fully paid-up
- A notice stating that regulatory approval is required
- An affidavit from a director of the company confirming the necessity of regulatory approval for the increase
- An amended memorandum of association reflecting the new share capital
- Payment of stamp duties and filing fees
- Issuance of a letter acknowledging notice of the increase and the requirement of regulatory approval
- Filing of regulatory approval and the issuance of a certificate of increase
For this category, CAC also demands the notice of regulatory approval must be filed in accordance with Section 127 (3), (4) & (5) of CAMA; annual returns; and up-to-date information on persons with significant control.
The Certificate of Increase will be issued within 24 hours of filing the regulatory approval.
Merger of small and medium banking institutions –
- Duly signed special resolutions for merger by each of the merging companies
- A scheme of merger duly approved by the Securities and Exchange Commission
- A certified true copy of the court order authorising the extraordinary general meeting of each of the merging companies
- Evidence of publication of the court-ordered meeting in two newspapers and the Federal Gazette
- A certified true copy of the court order sanctioning the scheme of merger
CAC further directed that “All enquiries and complaints regarding these guidelines and applications submitted in pursuit of the recapitalisation exercise should be addressed to bank recapitalisation@cac.gov.ng or via phone at +234 816 920 9551.”
Ahead of these guidelines, a number of deposit money banks, including Fidelity Bank, Access Holdings, GTCO, took the lead in their capital raise plans.
Zenith Bank, United Bank for Africa, FCMB Plc, Stanbic IBTC Holdings, and FBNHoldings have also made their plans public.
