CAMA 2020 Share Allotment
Calculate post-allotment shareholding percentages under CAMA 2020
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About CAMA 2020 Share Allotment
Navigate Share Allotment Under CAMA 2020 with Precision
Allotting shares in a Nigerian company is not as simple as deciding who gets how many. The Companies and Allied Matters Act (CAMA) 2020 introduced significant changes to how companies issue and allot shares, including new provisions on authorized share capital, pre-emption rights, and filing requirements. The CAMA 2020 Share Allotment Tool on ToolWard helps founders, company secretaries, and legal practitioners navigate these requirements step by step.
Getting share allotment wrong can have serious consequences. Improperly allotted shares may be challenged by minority shareholders, flagged during due diligence by investors, or rejected by the Corporate Affairs Commission (CAC) when filing returns. This tool ensures you follow the correct procedure from board resolution through to CAC filing.
Key Changes Under CAMA 2020
CAMA 2020 abolished the concept of authorized share capital for private companies. This means private companies no longer need to specify a maximum number of shares they can issue in their memorandum of association. However, the articles of association may still impose limits, and the directors' authority to allot shares must still be properly authorized by the shareholders unless the articles provide otherwise.
For public companies, the authorized share capital requirement remains. The tool distinguishes between private and public companies and applies the correct rules to each. It also addresses pre-emption rights under CAMA 2020, which give existing shareholders the right to be offered new shares before they are offered to outsiders, in proportion to their existing holdings.
What the Tool Covers
The tool walks you through the complete share allotment process. First, it checks whether the directors have the authority to allot. Under CAMA, directors of a private company with only one class of shares generally have authority to allot, but this can be restricted by the articles. For multiple share classes or public companies, shareholder authorization is typically required.
Next, it addresses pre-emption rights. If new shares are being issued for cash, existing shareholders have a statutory right of first refusal. The tool helps you calculate each shareholder's entitlement and generate the required offer notices. If the company wants to disapply pre-emption rights, the tool outlines the special resolution procedure required.
The tool then generates the necessary board resolution approving the allotment, the shareholder resolution if required, and the return of allotment form for filing with the CAC. It calculates any share premium if shares are being issued above their nominal value and addresses the accounting treatment.
Practical Scenarios
A tech startup in Lagos is raising its seed round. The founders need to allot shares to three angel investors. They use this tool to verify that their articles permit the allotment, calculate the pre-emption entitlements of existing shareholders, prepare the board resolution, and generate the CAC return of allotment. The entire process, which would normally require a lawyer and several days, is mapped out in minutes.
A family company in Enugu wants to bring in a new shareholder who will contribute equipment rather than cash. Since this is a non-cash consideration, pre-emption rights don't apply in the same way, but the tool flags the requirement for the directors to value the non-cash consideration and the potential need for an independent valuation report.
Who Should Use This Tool?
Startup founders issuing shares to investors, employees, or advisors need to get the process right to avoid problems during future funding rounds or exit. Company secretaries handling share allotments as part of their routine responsibilities will appreciate the structured checklist. Lawyers advising on corporate transactions can use the tool to quickly verify procedural requirements.
Accountants and auditors who encounter share allotments during their work can use the tool to understand the legal requirements and verify that their clients have followed the proper procedure.
Filing and Post-Allotment Steps
After allotment, the company must file a return of allotment with the CAC within specified timeframes. The share register must be updated, share certificates issued, and the company's register of members amended. The tool generates a checklist of all post-allotment steps so nothing is overlooked.
Use the CAMA 2020 Share Allotment Tool now and handle your next share issuance with confidence and full legal compliance.