Requirements for filing a return of allotment of shares include the following:

• Special resolution signed by 2 directors of the company
• Duly completed form for return of allotment
• Photocopy of the information page of the international passport or national identity card for allottee
• Resolution of the company for forfeiture of shares where applicable
• Updated annual returns filing
• Payment of fees

An existing company may voluntarily decide to change its name. This could be to enhance its goodwill or as a result of a change of ownership or a merger/acquisition. It could also be compulsory.

 Requirements for a change of name include the following:

• Evidence of approval of the new name.
• Special resolution for change of name signed by a director and secretary or 2 directors
• Duly stamped Memorandum and Articles of Association reflecting the new name
• Application signed by a director and secretary or 2 directors stating reasons for the change of name
• Original certificate of incorporation for cancellation
• In the case of Banks, Microfinance Institutions, and Bureau De Change Companies, Approval in Principle from the CBN is required.
• Evidence of appointment of secretary
• Updated annual returns filing
• Payment of filing fees.

A company may choose to venture or to diversify into new businesses which were not originally in the Memorandum and Article of Association of the company. This will ultimately lead to filing a notice to change or alter its Memorandum and Articles of Association.

 Requirements for a change of objectives include the following:

• Special resolution for the alteration of Memorandum and Articles of Association signed by a director and secretary or 2 directors and stating the altered clauses and or articles.
• Duly stamped Memorandum and Articles of Association marked “as Altered” and reflecting the altered clauses and or articles
• Updated annual returns filing
• Payment of fees.

 An increase in the share capital of a company could come up as a result of certain situations. A company previously registered with a certain share capital will need to increase the share capital if it decides to venture into a business that requires a higher minimum share capital. Also, some regulatory bodies may decide to review the minimum share capital guidelines for companies and as such the affected companies will need to increase their share capital in order to comply with the guideline.

Requirements for filing a notice of increase in authorized share capital include the following:

• Resolution for increase in share capital signed by a director and secretary or 2 directors
• Duly stamped form for the notice of increase in authorized share capital
• Updated annual returns filing
• Payment of fees