Understanding the importance of directors, shareholders and company secretary2 min read

Dear Zainab,

Finally, my poultry business has grown to the stage where I think I am in this for real, I am now ready to incorporate a company. I registered on DIYlaw so I could glance through the incorporation requirements so I can gather all the information and documents together before I start. I don’t want to have to repeat the whole process again from beginning if for any reason I am not able to finish in one sitting. Anyway, back to my question. I noticed I have to provide information for at least 2 directors, 2 shareholders and 1 company secretary. Can’t I have just 1 director and shareholder? Also, can the same person be a director, shareholder and company secretary?

Thank you Zainab.

Young Mogulette

Dear Young Mogulette,

Can’t help but LOL to your name.

First things first, whilst it is good to have all your information handy, you can save a form and return to it later on DIYlaw. When next you login, just go to “incomplete orders”on your dashboard, click on your form and continue where you left off.

Now to your question, the enabling law for creating companies in Nigeria known as the Companies and Allied Matters Act popularly known as CAMA. CAMA provides that every company must have at least 2 shareholders and 2 directors.

You can appoint the same person to be a director and a company secretary and the person can also be a shareholder in the company. The only caveat is that when a document is required to be signed by a director and a company secretary, the same person cannot sign in both capacities. On the flip side a shareholder does not have to be a director and vice-versa. Same with company secretary, in fact the company secretary does not have to be a shareholder or a director.

I hope I have been able to address your question, Mogulette!