Corporate Updates Checklist for CMOs

Capital Market Operators evolve over time: they may relocate head offices, refresh their brand identity, restructure leadership, add new business lines or adjust their capital base. Each change must be properly approved by the SEC before it takes effect. This checklist brings together all the forms, resolutions and follow-up filings you need to navigate these corporate updates smoothly.

Why You Might Need These Updates

• Rebranding or growth may require a new logo or updated office address.
• A merger, acquisition or corporate restructuring often triggers a change of company name or the appointment of new directors.
• Expanding into additional regulated activities means registering new functions under your existing CMO licence.
• Raising capital or reorganizing share ownership demands an SEC no-objection and updated corporate records.

The Checklists

1. Change of Address or Logo
   • Form SEC 7 (in duplicate)
   • Board resolution, signed and naming the authorized signatories
   • Note: SEC No-Objection is required before any logo change becomes effective.
   
2. Change of Name
   To obtain SEC No-Objection:
   • Form SEC 7 (in duplicate)
   • Board resolution, signed and naming the authorized signatories
   Upon receipt of No-Objection:
   • Valid fidelity bond issued in the new name
   • MEMART and CAC status report under the new name
   • Certificate of Incorporation reflecting the new name
   • Note: SEC No-Objection must be secured before proceeding with CAC name change.
   
3. Appointment of Directors
   • Form SEC 7
   • Form SEC 2 (including the director’s BVN)
   • Form SEC 2D
   • Evidence of payment of amendment fee (₦100,000)
   • Board resolution, signed and naming the authorized signatories
   • Detailed CV of each proposed director
   • Valid means of identification for each director
   Upon No-Objection:
   • Updated CAC status report showing newly appointed directors
   • Note: SEC No-Objection must be secured before updating CAC records.
   
4. Registration of Additional Function
   • Refer to the SEC’s “Registrable Functions” section online for specific requirements
   • Note: Some functions—Registrars, Fund/Portfolio Managers and Crowdfunding Intermediaries—cannot be combined with other functions and must be registered separately.
   
5. Change in Shareholding Structure or Increase in Share Capital
   • Form SEC 7
   • Board resolution authorizing the change, with signatories named
   • Audited account statement
   • Details of pre- and post-update share structure
   • Explanation of funding sources for any capital increase
   Upon No-Objection:
   • Updated CAC status report reflecting revised shareholding
   • Note: SEC No-Objection must be secured before proceeding to CAC.
   

Conclusion

Every form must be fully completed and sworn to by the company secretary before a Commissioner for Oath or Notary Public. Securing the SEC’s No-Objection at each stage is crucial before taking any further steps with the CAC or the public, ensuring your corporate updates are legally valid and seamlessly implemented.