Change of Directors in Nigeria: CAC Portal Guide under CAMA 2020
Change of directors in Nigeria: file a notice of change on the CAC portal within 14 days under CAMA 2020. Cover Form CAC 7, CAC 7B, director particulars, removing and replacing a director, how to appoint a new director, filing requirements, and how a change in shareholding differs for a private limited company.
A change of directors is a core compliance duty for every Nigerian company. When company directors are appointed, resign, retire, die, or are removed, the public record kept by the Corporate Affairs Commission must be updated. Under CAMA 2020, that update is made by filing a notice of change through the CAC portal, which is the company registration portal used for post-incorporation services.
Leaving the register stale creates practical problems. Banks, investors, regulators, and counterparties rely on the CAC record when they check who can bind the company. An outdated board can stall account updates, KYC reviews, tenders, and later filings. The change of directorship only becomes official when the Commission accepts the filing and the status report reflects the new particulars of directors.
Why the Corporate Affairs Commission Must Be Notified
The Corporate Affairs Commission maintains the public register of company directors. Appointment at incorporation is only the starting point. Every later change of directors has to be notified so the register matches the people who actually manage the company.
Directors are not the same as shareholders. Shareholders own the company. Directors manage it. A change in shareholding can affect control, but it does not by itself change the board. A private limited company must treat the two events as separate compliance tasks, even when they happen in the same transaction.
We recommend treating the CAC filing as part of the same decision that changes the board, not as an optional follow-up. Until the notice of change company director is accepted, third parties will continue to see the old board.
Legal Basis for Change of Directorship under CAMA 2020
CAMA 2020 sets both the internal rules for company directors and the external duty to notify the Commission. A Nigerian company must notify the CAC of any appointment, removal, or change in the details of a director within 14 days of the requisite resolution.
That 14-day rule covers more than a full board replacement. It covers:
- Appointment of a new director
- Resignation, retirement, or death
- Removal of a director before the end of the term
- A change in director particulars, such as name, residential address, or identification details
Older paper practice used prescribed forms. Current practice is electronic. The company registration portal generates the notice, collects director particulars, and routes payment before review. The legal duty has not disappeared because the form is now completed online.
CAC operational materials also record that a person under 18 cannot be a director, and that notice of appointment or removal must be filed within 14 days. Disqualified persons, including those barred by insolvency or other statutory grounds, should not be put forward for appointment.
Minimum Number of Company Directors
A private limited company cannot drop below the number of directors the law requires. Under CAMA 2020, a small company may have one director. Companies that are not small companies generally need at least two. Before removing and replacing a director, confirm that the board will still meet the minimum after the date of change.
If the outgoing director is the only director of a company that must have two, appoint the replacement in the same resolution cycle so the company is never left without a lawful board.
When a Notice of Change Is Required
File a notice of change whenever the identity of a director changes, and file a separate update when the same person remains a director but the recorded details are wrong or outdated. Practitioner guidance treats these as different portal services: change of director when the person on the board changes, and change in particulars when only the profile changes.
Typical triggers include:
- Ordinary resolution appointing or removing a director
- A signed resignation letter
- Retirement under the articles
- Death, supported by appropriate evidence
- Correction of name, address, nationality, occupation, or identification
Do not wait for the next annual return. Annual returns do not replace a timely notice of change.
Removing and Replacing a Director
Removing and replacing a director is a members’ power, not a private arrangement between directors. Nigerian practice under CAMA is that a company may, by ordinary resolution, remove a director before the end of the term, even if the articles or a side agreement say otherwise. Special notice of the proposed resolution is required. The director concerned must receive the notice and is entitled to be heard at the meeting.
A sound removal sequence is:
- Confirm the articles and any service contract so compensation and notice issues are identified early.
- Give special notice of the resolution to remove the director.
- Send a copy of that notice to the director, and allow written representations to be circulated where the statute requires it.
- Hold the meeting, hear the director, and pass the ordinary resolution if the members so decide.
- Fill any vacancy at the same meeting or as a casual vacancy, if the articles and CAMA allow it.
- File the notice of change with the Commission within 14 days, with the resolution attached.
- Update the company’s internal register of directors.
A removal that ignores the statutory procedure can be challenged. The filing does not cure a defective meeting. Get the resolution right before uploading it to the CAC portal.
Resignation is simpler. The director submits a signed letter stating the intention to resign and the effective date. The board notes the resignation, the company records the date of change, and the notice of change company director is filed with the letter. Death requires evidence of death rather than a resignation letter. In every case, keep the company above the minimum number of company directors.
How to Appoint a New Director
To appoint a new director, the members or the board must have authority under CAMA 2020 and the articles. First directors are named at incorporation. Later appointments are usually made by the members in general meeting, or by the board where the articles allow a casual vacancy to be filled until the next general meeting.
Before the appointment is approved, collect:
- Full name, former name if any, date of birth, gender, and nationality
- Occupation, phone number, and email
- Service address and residential address
- A valid photo identification, such as a national identity card, international passport data page, driver’s licence, or voter’s card
- Written consent to act
- For a non-Nigerian resident in Nigeria, evidence of a residence permit where the Commission requires it
The incoming director must be at least 18 and must not be disqualified. Once the resolution is passed, enter the director particulars on the company registration portal and upload the resolution, consent, and identification. The public register should then show the new director, not merely an internal minute.
Filing Requirements on the CAC Portal
Post-incorporation services for a change of directorship are filed online. Most companies complete the process through a CAC-accredited agent because the post-incorporation pathway is built around accredited access. The practical filing requirements are consistent across current guidance.
Before you start
- Clear outstanding annual returns. The portal commonly blocks post-incorporation filings while annual returns are unpaid.
- Confirm the registered name and RC number exactly as they appear on the CAC record.
- Fix the date of change. That date drives the 14-day clock and any late-filing penalty.
Documents usually required
- Signed board or members’ resolution approving the appointment, removal, or replacement
- Resignation letter, or death evidence, where a director is leaving
- Consent to act and valid identification for an incoming director
- Residence-permit evidence where a foreign resident director is involved
- Authority for the person submitting the filing, typically a director, the secretary, or an accredited representative
Portal steps
- Log in to the CAC portal or company registration portal through the accredited post-incorporation account.
- Retrieve the company by RC number.
- Open post-incorporation services and select change of director, or the notice of change in particulars if only details are changing.
- Enter or remove director particulars, including the date of change.
- Upload the resolution and supporting documents as clear PDF files within the portal size limits.
- Pay the statutory fee generated by the portal, usually through Remita.
- Submit and monitor queries. Incomplete identification or an unsigned resolution is a common reason for delay.
- Download the updated status report once approved, then mirror it in the internal register.
Official form labels have shifted as CAC moved from paper to the portal. Public CAC form lists still include CAC 7A as the notice of change of directors or of a director’s name or address. Later operational checklists refer to Form CAC 7 as the notice of change in particulars of directors under the CAMA provision that requires notification. On the live portal, follow the service name the system displays rather than forcing an old paper form number.
Statutory fees are calculated on the portal at the time of filing. Late filing adds penalties. Professional service packages quoted by agents are separate from the Commission’s own charge, so confirm the amount shown before payment rather than relying on an old fee schedule.
Form CAC 7, CAC 7B, and Particulars of Directors
Form CAC 7 and related notices exist to capture particulars of directors and any later change. In paper practice, the secretary completed the particulars after a removal or appointment and filed them with the resolution. CAC 7B is the label some notice templates use for a change in an existing director’s details, as distinct from a change in who sits on the board.
Whether the screen is titled Form CAC 7, CAC 7A, or CAC 7B, the substance is the same. The Commission wants:
- Company name and registration number
- The director’s current details as they appear on the register
- The date of change
- The nature of the change: appointment, cessation, or amended particulars
- New name, address, nationality, or identification where those fields changed
- Supporting evidence and a declaration by an authorised officer
Use the change-of-director service when someone joins or leaves. Use the particulars service when the same director’s recorded profile must be corrected. Mixing the two is a frequent cause of rejection.
Date of Change and the 14-Day Deadline
The date of change is the effective date in the resolution, resignation, or other triggering event, not the date someone remembers to open the portal. Notification must reach the Corporate Affairs Commission within 14 days of that date.
Count carefully. A resolution passed on 1 March should be on the portal by 15 March, subject to how the portal calculates the window. Filing on day 16 can still be accepted, but the system may add a late-filing penalty that grows with delay. Repeated late notices also signal weak governance to banks and investors who read the filing history.
If annual returns are in arrears, clear them first so the 14-day window is not lost while the portal is locked. Build the document pack before the meeting so upload can happen the same week the resolution is signed.
Change in Shareholding Is a Separate Filing
A change in shareholding is not a change of directors. CAMA 2020 does not impose the same filing duty on a pure transfer of shares that it imposes on a change of directorship. The CAC nevertheless accepts share-transfer instruments and the approving board resolution, commonly within 15 days of the board resolution, and the transfer must be entered in the register of members.
Related deadlines differ:
- Return of allotment: file within 15 days of allotting new shares, showing the new shareholding.
- Persons with significant control: an individual must tell the company within seven days of becoming a PSC, and the company must file PSC changes with the CAC within one month.
- Director change: file within 14 days of the resolution.
If a majority shareholder who is also a director exits, file both the ownership update and the notice of change company director. One upload does not update the other register.
Post-Incorporation Services after Approval
Approval on the company registration portal is not the last internal step. Post-incorporation services produce an updated status report. Use that report to:
- Rewrite the register of directors kept at the registered office
- Notify the bank, auditors, and key counterparties
- Align signatory mandates with the new board
- Archive the resolution, consent, identification copies, payment receipt, and status report
- Check whether a PSC filing or a change in shareholding filing is also due
Companies that only update the CAC record and forget the internal register create a second inconsistency. Statutory books and the public register should tell the same story.
Practical Checks before You File
- Match every name and RC number to the existing CAC record, including spelling.
- State a single, clear date of change.
- Do not remove a director if the company would fall below the CAMA 2020 minimum.
- Attach special-notice evidence where the action is a removal, not a resignation.
- Use current identification. Expired documents are a common query point.
- Keep scans legible. Blurred resolutions are returned.
- Respond quickly if the Commission raises a query. Silence restarts the delay.
- Do not treat a board WhatsApp message as a resolution. The portal expects a proper signed resolution.
Foreign directors need the same core particulars as Nigerian directors, plus residence evidence where they live in Nigeria. Non-English documents should be translated before upload.
Frequently Asked Questions
How long do we have to file a change of directors with the CAC?
File the notice of change within 14 days of the resolution or other effective date of change. Late filing can attract penalties calculated on the CAC portal, and an outdated board can block banking and due-diligence checks until the record is corrected.
Can a private limited company remove a director and appoint a new director in one filing?
Yes. Removing and replacing a director is often done in one members’ process: special notice and an ordinary resolution for removal, plus a resolution to appoint the replacement, then one change-of-directorship filing that records both the cessation and the new director particulars. Keep the company at or above the minimum number of directors required for its size under CAMA 2020.
Is Form CAC 7 the same as a change in shareholding form?
No. Form CAC 7, CAC 7A, and CAC 7B relate to particulars of directors and a notice of change company director. A change in shareholding is handled through transfer records, a return of allotment, and, where control thresholds are crossed, a persons-with-significant-control filing. Use the post-incorporation service that matches the event.