E-Financial
CAC Issues Guidelines for Banks Recapitalisation, Merger
The Corporate Affairs Commission has issued fresh guidelines to assist Deposit Money Banks in the ongoing recapitalisation. The commission, in a statement signed by its management and posted on its Facebook account on Friday, said the new directive is pursuant to its powers under Section 8 (1) (e) of the Companies and Allied Matters Act No. 3 of 2020, stressing immediate adherence to the policy.
It said the new guidelines were issued to guide proper filing for new incorporations, increase in share capitals, mergers and upgrade or downgrade of licence authorisation.
For new incorporations, the CAC stated that intending applicants must submit necessary requirements including, “An approved name reservation or availability, approval-in-principle from sector regulator, duly completed on-line incorporation form and payment of stamp duty and filing fees for the category of license authorisation.”
It added that a certificate of incorporation shall be issued within 24 hours for applications that satisfy all requirements for incorporation of companies prescribed in the, “Commission’s operations checklists available at www.cac.gov.ng/resources.”
Also, banking institutions seeking to increase their share capital through private placements, rights issues and/or offers for subscription must submit a duly signed company resolution, return of allotment and other statutory declaration by directors verifying that the issued share capital is fully paid- up
Other requirements include, “Notice of the fact that regulatory approval is required, an affidavit deposed to by a director of the company to the effect that regulatory approval is required for the increase, an amended memorandum of association reflecting the new share capital.
“Payment of stamp duties and filing fees, Issuance of a letter acknowledging notice of increase and requirement of regulatory approval, filing of regulatory approval and the issuance of a certificate of increase.”
Under this category, the commission warned that the notice of the fact that regulatory approval is required must be filed in accordance with the provisions of Section 127 (3), (4) & (5) of CAMA.
“Annual returns and information on persons with significant control must be filed up-to-date and certificate of increase shall be issued within 24 hours of filing of regulatory approval,” it said.
Similarly, small and medium banking institutions seeking to merge must submit duly signed special resolution for merger by each of the merging companies.
Other requirements are “the scheme of merger duly approved by the Securities and Exchange Commission.
“A certified true copy of court order authorising Extraordinary General Meeting of each of the merging companies. Evidence of publication of court ordered meeting in two newspapers and the Federal Gazette and a CTC of Court order sanctioning the Scheme of Merger.
“All enquiries and complaints on these guidelines and applications submitted in pursuance of the recapitalisation exercise should be addressed to [email protected] or call +234 816 920 9551,” the statement added.
Recall that the Central Bank of Nigeria in March 2024 directed all banks to increase their capital base for improved productivity.
The apex bank had directed commercial banks with international authorisation to increase their capital base to N500bn and national banks to N200bn.
It also said commercial banks with national licences must meet a N200bn threshold, while those with regional authorisation are expected to achieve a N50bn capital floor.
This process has commenced fully with banks issuing public offers and rights issues to meet the two-year target.
E-Financial
CAC Moves Against Unregistered POS Operators as Deadline Expires
The Corporate Affairs Commission (CAC) has begun moves to enforce its directive that Point of Sale (POS) operators should register with the commission.
The registration directive gave POS operators July 7, 2024 to September 5, 2024.
In a statement released by the Commission, the CAC said that it is now working closely with law enforcement agencies and other relevant stakeholders to develop and implement a robust enforcement and sanction framework.
This framework, according to the CAC, will not only target the shutdown of non-compliant businesses but could also involve more severe legal actions against defaulters.
The Commission expressed concern over the low level of compliance by POS operators, despite the large number of such businesses operating across the country.
They also commended those operators who adhered to the directive, noting their responsible approach to formalizing their operations.
“We are to make it clear that the Commission is working with Law Enforcement Agencies and other relevant stakeholders to deploy a comprehensive enforcement and sanction framework that may include not only possible shutdown but other severe legal Consequences,”
However, the Commission criticized what it termed “recalcitrant operators,” many of whom have either refused or failed to comply with the registration requirement.
The CAC suggested that some of these operators might be engaging in “unwholesome activities” or have other undisclosed reasons for resisting formalization.
As the CAC moves towards enforcement, it urges all unregistered POS operators to take immediate steps to formalize their businesses or face the consequences of their inaction.
Recall that in May 2024 the CAC announced that PoS agents have been given a deadline of July 7, 2024, to register their business.
Hussaini Magaji, Registrar-General of the CAC, who announced this said this was the agreement with the PoS operators after a meeting in Abuja.
According to him, the registrations also align with the legal requirements and the directives of the Central Bank of Nigeria.
He added that the action was equally backed by Section 863, Subsection 1 of the Companies and Allied Matters Act, CAMA 2020 as well as the 2013 CBN guidelines on agent banking.
Magaji said the registration is aimed at safeguarding the businesses of fintechs and customers, strengthen the economy and tackle the surge in fraud in Nigeria’s financial industry.
The Commission also announced an extension of the mandatory registration for Fintech Operators to September 5, 2024.
It said the 60-day extension is to give sufficient time to operators particularly those in remote areas who might have encountered network challenges to register and continue with their businesses.
“The Corporate Affairs Commission wishes to notify Fintech Operators also known as Point of Sales Operators that the initial deadline of 7th July 2024 given for the registration of sole Agents, Super Agents, and Agents has been extended for sixty days beginning from 7th July 2024 to the 5th September 2024,” CAC said in the notice.
“This is to give sufficient time to Operators particularly those in remote areas who might have encountered network challenges to register and continue with their businesses.”
E-Financial
CBN Sells FX to BDCs @N1 580/$ to Boost Liquidity
Central Bank of Nigeria (CBN) has approved the sale of dollars to bureau de change (BDC) operators at a rate of N1,580 per dollar.
In a circular signed by W.J Kanya, the acting director of the trade and exchange department, on Friday, September 6, the CBN stated that each BDC operator is eligible to purchase $20,000 in foreign exchange (FX).
The directive further stipulated that all BDCs are permitted to sell FX to eligible end-users at a margin of no more than 1 percent above the purchase rate set by the CBN.
The CBN also instructed interested and eligible BDCs to make their naira payments to the CBN deposit account numbers assigned to them.
It read; “This is to inform the Bureau De Change (BDC) Operators and the general public that we are providing more liquidity into the market. To this end, the CBN has approved the sale of US$20,000.00 to each eligible BDC at the rate of N1,580/$.
“This is to meet the demand for invisible transactions. Also, payment confirmation and all necessary documentation for disbursement are to be submitted at the appropriate CBN branches – (Abuja, Awka, Kano and Lagos) for collection of the US$20,000.00.”
E-Financial
SEC Introduces eFiling System to Reduce Listing Time
Securities and Exchange Commission (SEC), has said that it has introduced various initiatives to reduce time to market with the aim of improving the efficiency and attractiveness of the Nigerian capital market, promote economic growth and development.
Dr. Emomotimi Agama, director general, SEC, who stated this, said these initiatives include streamlined registration processes, introduction of an electronic filing system and enhanced regulatory frameworks among others.
Agama emphasized that shorter time to market can benefit capital market development in several ways like increased liquidity which will lead to faster listing allowing companies to access capital more quickly, increased liquidity in the market and enable companies to allocate resources more efficiently, thereby driving economic growth.
He stated: “Shorter time to market will also improve investor confidence because when the listing processes are efficient, it can enhance investor trust and confidence in the market. A shorter time to market can make a jurisdiction more attractive to companies and investors, promoting competition and growth’’.
Explaining further, he said, “The Commission has been actively digitizing its operations, including the submission and processing of applications for securities registration, to reduce delays caused by manual processes. This involved the use of electronic platforms for document submissions and approvals, which not only speeds up the process but also improves transparency.
“We have undertaken regulatory reforms aimed at simplifying and streamlining the approval processes. These reforms include updating rules and regulations to reflect current market realities and adopting international best practices that enhance efficiency. For instance, the Commission introduced checklist review for registration of fixed income securities, thereby shortening the review and approval timelines. The Commission launched and conducted a targeted bi-annual training for Issuing Houses to enhance time to market and fast-track review of applications”.
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