The Corporate Affairs Commission (CAC) has introduced updated regulations to support Deposit Money Banks during the ongoing recapitalization process.
In an announcement shared on the commission’s official Facebook page, the CAC emphasized that the new directive aligns with its authority under Section 8 (1) (e) of the Companies and Allied Matters Act No. 3 of 2020, highlighting the need for immediate compliance.
The guidelines are designed to facilitate the proper submission of applications for new incorporations, share capital increases, mergers, and changes in license authorization.
For new incorporations, applicants must submit essential documents, including an approved name reservation, preliminary approval from the sector regulator, a completed online incorporation form, and payment of stamp duty and filing fees based on the type of license authorization.
The CAC stated that a certificate of incorporation will be issued within 24 hours for applications that meet all the requirements as outlined in the Commission’s operations checklists available on their website.
Financial institutions aiming to increase their share capital via private placements, rights issues, and/or subscription offers are required to provide a company resolution, return of allotment, and other statutory declarations signed by directors confirming the full payment of the issued share capital.
Additional requirements include a notice that regulatory approval is required, an affidavit from a director of the company stating that regulatory approval is necessary 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 increase and requirement of regulatory approval, filing of regulatory approval, and the issuance of a certificate of increase.
The commission stressed that the notice of regulatory approval must be filed according to the provisions of Section 127 (3), (4) & (5) of CAMA, and that annual returns and information on persons with significant control must be up-to-date. The certificate of increase will be issued within 24 hours of filing regulatory approval.
For small to medium-sized banks looking to merge, a properly signed special resolution for the merger from each of the involved companies must be submitted. The merger plan must also be approved by the Securities and Exchange Commission.
Additionally, a certified true copy of the court order authorizing 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, and a CTC of the court order sanctioning the Scheme of Merger are required.
The CAC advised that all inquiries and complaints regarding these guidelines and applications related to the recapitalization exercise should be directed to bankrecapitalization@cac.gov.ng or +234 816 920 9551.
This follows the Central Bank of Nigeria’s (CBN) directive from March 2024, which instructed all banks to enhance their capital base to boost productivity. Commercial banks with international authorization are mandated to raise their capital base to ₦500 billion, while national banks must reach ₦200 billion. Banks with national licenses have a target of ₦200 billion, and those with regional authorization are expected to meet a capital floor of ₦50 billion.
Banks have already begun issuing public offers and rights issues to achieve the set targets within a two-year timeframe.
News Editor 
Hyelsinta Hassan