The Corporate Affairs Commission (CAC) has announced new guidelines to support Deposit Money Banks (DMBs) in their ongoing recapitalisation efforts. The guidelines, issued on Friday, are designed to streamline processes related to new incorporations, capital increases, and mergers within the banking sector.
The directive is issued under Section 8 (1) (e) of the Companies and Allied Matters Act No. 3 of 2020, emphasizing the need for immediate compliance.
According to the CAC’s statement, banks seeking new incorporations must meet several requirements, including an approved name reservation, sector regulator approval, a completed online incorporation form, and payment of stamp duties and filing fees. A certificate of incorporation will be issued within 24 hours if all requirements are met.
For banks looking to increase their share capital, the CAC mandates the submission of a company resolution, return of allotment, and other statutory declarations by directors confirming that the issued share capital is fully paid-up. Additional requirements include a notice of regulatory approval, an affidavit by a director regarding the need for regulatory approval, and an amended memorandum of association.
The CAC also highlighted that notices of regulatory approval must comply with Section 127 (3), (4) & (5) of CAMA. Annual returns and details of persons with significant control must be up-to-date. A certificate of increase will be issued within 24 hours of filing regulatory approval.
For mergers involving small and medium banking institutions, the CAC requires a duly signed special resolution from each merging company, a merger scheme approved by the Securities and Exchange Commission, and a certified true copy of a court order authorizing the Extraordinary General Meetings of the merging companies. Evidence of publication in newspapers and the Federal Gazette, along with a court order sanctioning the merger, is also necessary.
All inquiries and complaints regarding the guidelines should be directed to bankrecapitalization@cac.gov.ng or +234 816 920 9551.
The new guidelines come in response to the Central Bank of Nigeria’s directive in March 2024 for banks to bolster their capital bases. The apex bank set a N500 billion capital requirement for international banks, N200 billion for national banks, and N50 billion for regional banks. Banks have since begun issuing public offers and rights issues to meet these targets within the two-year deadline.
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