Change and Removal of Directors: All You Need to Know

By Alexander Odidi, Esq. A

        Image Source: istock

In Nigeria, the appointment, resignation, or removal of a company director is governed by the Companies and Allied Matters Act (CAMA 2020) and administered through the Corporate Affairs Commission (CAC) ICRP online portal. Under Section 288 of CAMA, companies must notify the CAC within 14 days of any change to their board of directors.

Prerequisites Before Filing

Before initiating a change on the CAC post-incorporation portal, ensure your company has met or follows these legal requirements:

  • Updated Annual Returns: Ensure your company has no outstanding annual returns with the CAC. 

  • Minimum Board Requirement: While the law spells out categories of people entitled to meetings, a private company must retain the required minimum number of directors (at least 1 for small companies, 2 for public/standard entities).

Internal Corporate & Legal Procedure

Whether changing, replacing, or removing a director, due process must be observed internally within the company before making online filings:

Step 1: Draw up a Special Notice & Service (For Forced Removal)

If removing a director without their voluntary resignation:

  • Shareholders/members must issue a Special Notice (at least 28 days before the general meeting) stating the intent to remove the director.

  • A copy must immediately be served to the affected director, who has the statutory right to present a written response or defend themselves at the meeting.

Step 2: Passing the Resolution

  • Convene a General Meeting (AGM or Extraordinary General Meeting).

  • Pass an Ordinary Resolution approving the removal, resignation, or new appointment of director(s).

        Image Source: istock

Step 3: Required Documentation

Gather and scan the following supporting documents:

  • Board/Shareholder Resolution signed by two directors or a director and secretary.

  • Letter of Resignation or Death Certificate (if applicable).

  • Consent Letter from any newly appointed director.

  • Valid Identification for any new director (International Passport, Driver’s License, or NIN Slip).

  • Updated CAC Status Report (formerly CAC Form 7/CAC 7A).

Step-by-Step CAC Online Portal Procedure

The filing is completed electronically via the CAC Companies Registration Portal (CRP):

  1. Log In to the CAC CRP Portal

You need authorised access for this, so make sure you're an accredited agent or public user. Log into your account on the CAC CRP portal and select the Post-Incorporation Applications option from the dashboard.

  1. Select Your Company Start the Application

Search for your company using its Registration Number (RC Number) or registered name. Click Proceed and select Change of Particulars/Director Alteration (Appoint, Remove, or Change Directors).

  1. Modify and Update Director Details

  • For Removal/Resignation: Locate the director’s profile, click Remove/Vacate, and select the reason (Resignation, Removal by Resolution, Death, or Disqualification).

  • For New Appointment: Select Add New Director and accurately input their personal details, service address, and identification details.

  1. Upload Required Documents

Upload clear, high-resolution scans of the Signed Resolution, Letter of Resignation/Notice, Consent Letter, and Valid ID of any new director. Use PDF files for this section. 

  1. Pay Statutory Fees & Submit

Review the application summary. Proceed to pay the prescribed filing fee online via Remita. Click Submit for CAC processing.

Final Words 

Once submitted, the CAC officials will verify the uploaded documents against the statutory requirements of CAMA 2020.

Upon approval (typically within 2 to 14 working days), the portal will generate an Updated CAC Status Report officially reflecting the company’s new board composition in the public registry. Failure to notify the CAC within 14 days of a board change attracts statutory default fees and penalties.



Disclaimer: This article is for general informational purposes only and does not constitute legal advice. LegalBizPro is not an affiliate or part of the CAC. 

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