Close this search box.

Can A Company Director Be Appointed Or Removed Orally

Can A Company Director Be Appointed Or Removed Orally? Daily Law Tips (Tip 615) by Onyekachi Umah, Esq., LL.M, ACIArb(UK)

Companies and Allied Matters Act 1990 is the federal law that governs formation, management and dissolution of companies in Nigeria, through a federal agency; the Corporate Affairs Commission (CAC). Once a company is registered it becomes a corporate being (legal being/juristic being) different from its owners (shareholders), directors, workers and agents). A company has some powers, rights and duties of a human being, including human rights. Among the rights that a company cannot have, is the right to vote or be voted for in elections.

In regulating companies, the law mandates and specifies the procedures and process for appointment, resignation and removal of directors of a company in Nigeria. As will be shown later, every appointment or removal of a director must be written and filed at the CAC.

A director of a company is a person appointed by a company to direct and manage the business and affairs of the company. Directors of a company are the eyes, mouths, hands and legs of the company through which the company operates. Every company must have at least two directors at all times. Where the number of directors falls below 2, then the company must appoint another director within 1 month and shall not continue business unless such appointment is made.

The first directors of a company (directors at the time of incorporation) must be appointed by the shareholders, their number and names must be put into writing. Subsequent appointments of new directors, re-elections or rejection of old directors must be at a general meeting of shareholders of the company through resolutions. The decisions of companies come in the form of resolutions passed at a general meeting of shareholders. In private companies, a written resolution signed by all shareholders that are eligible to attend and vote in a general meeting will be valid, as if the resolution was made in a general meeting.

Resolutions must be written and submitted so that their notices are circulated to shareholders ahead of a general meeting. Furthermore, printed copies of resolutions and agreements of a company must be sent and filed at the CAC within 15 days after the passing or making of the resolution or agreement. Hence, there is no room for oral appointment or removal of a director of a company in Nigeria. Every appointment, removal and decisions of a company must be documented and filed at the CAC.

It is an offence to fail to document and file resolutions at the CAC. It is an offence punishable with fine of Fifty Naira (N50) according to the federal law. However, the CAC presently charges a penalty of Five Thousand Naira (N5, 000.00).


1. Sections 234, 235, 237(1), 244(1), 246(1), 246(2) and 262 of the Companies and Allied Matters Act, 1990.










Feel free to reach the author, ask questions or make inquiries on this topic or any other legal issues via or +2348037665878.


This work is published under the free legal awareness project of Sabi Law Foundation ( funded by the law firm of Bezaleel Chambers International ( The writer was not paid or charged any publishing fee. You too can support the legal awareness projects and programs of Sabi Law Foundation by donating to us. Donate here and get our unique appreciation certificate or memento.


This publication is not a piece of legal advice. The opinion expressed in this publication is that of the author(s) and not necessarily the opinion of our organisation, staff and partners.


🛒 Take short courses, get samples/precedents and learn your rights at

🎯 Publish your legal articles for FREE by sending to:

🎁 Receive our free Daily Law Tips & other publications via our website and social media accounts or join our free whatsapp group: Daily Law Tips Group 6


Get updates on all the free legal awareness projects of Sabi Law (#SabiLaw) and its partners, via:

YouTube: SabiLaw

Twitter: @Sabi_Law

Facebook page: SabiLaw

Instagram: @SabiLaw.org_

WhatsApp Group: Free Daily Law Tips Group 6

Telegram Group: Free Daily Law Tips Group

Facebook group: SabiLaw




This publication is the initiative of the Sabi Law Foundation ( funded by the law firm of Bezaleel Chambers International ( Sabi Law Foundation is a Not-For-Profit and Non-Governmental Legal Awareness Organization based in Nigeria. It is the first of its kind and has been promoting free legal awareness since 2010.


As a registered not-for-profit and non-governmental organisation, Sabi Law Foundation relies on donations and sponsorships to promote free legal awareness across Nigeria and the world. With a vast followership across the globe, your donations will assist us to increase legal awareness, improve access to justice, reduce common legal disputes and crimes in Nigeria. Make your donations to us here  or contact us for sponsorship and partnership, via: or +234 903 913 1200.


Leave a Reply

Related Posts

Contact Support


Welcome! Log into your account