Tuesday, 22 August 2023

INTRODUCTION TO BUSINESS COMMUNICATION NOTE

AN INTRODUCTION TO BUSINESS COMMUNICATION
Communication is essential and touches every aspect of human activity. All forms of man interactions are done through communication. In the business world also, nothing can be done effectively without effective communication (buying, selling, administration, process of employment, contractual agreement, etc).
Communication is the life blood of every business. It is the lubricant that keeps the machine of the organization moving. Business managers required the art and process of conveying information effectively for decision making. Any member of an organization should be able to share in an effective manner and to express their clear recommendations towards the company. 
WHAT IS BUSINESS COMMUNICATION 
The word communication is derived from the Latin word 'communist' which means ‘common’. However, communication incorporates the concepts of commonality, transfer, meaning and information. The meaning of communication varies with the background of the user and of the concept. As a result, the need to look into the meanings of communication from different viewpoints of users of the word communication is important. 
Communication can be defined as the process through which two or more persons come to exchange ideas and understanding among themselves. Communication is learned, some people are born with the physical ability to talk, while some people need to make special efforts to develop and refine their communication skills.
Communication is the ability to convey in the simplest form, information or idea which the recipient can easily understand and the ability of the recipient to reciprocate in such a way that he can easily be understood. The definition conveys the ability of managers to make information simple for better understanding and interpretation for decision making.
Little (1977) defines communication as the process by which information is passed between individuals or organization by means of previously agreed symbols. Here, attention is placed on no-verbal aspect of communication in which two persons must agree on one meaning of a symbol.
Communication is defined as the flow of information, perception, understanding and imagination among various parties. 
Business communication is a process which involves the transmission and accurate replication of ideas ensured by feedback for the purpose of eliciting actions which will accomplish organizational goals. This definition highlights four imperative points: 
The process of communication involves the communication of ideas. 
The ideas should be accurately replicated (reproduced) in the receiver's mind, i.e., the receiver should get exactly the same ideas that were transmitted. If the process of communication is perfect, there will be no dilution, exaggeration, or distortion of the ideas. 
The transmitter is assured of the accurate replication of the ideas by feedback, i.e., by the receiver's response, which is communicated, back to the transmitter. Here it is suggested that communication is a two way process including transmission of feedback.
The purpose of all communications is to elicit action.
Business communication exist to solve business problems and cover subjects like advertising, external relations, branding, event management, marketing, and any other topic related to organizational structure of the organization.
SOURCES OF BUSINESS INFORMATION
Business data and information comes from multiple sources. The main sources of information are:
Internal information: information created by the operation of an organization that includes sales, purchase, order and transactions in inventory instead of the data being created by independent study or database. Accounting records can be taken as prime source of internal information. The details transactions of the past which may be used as the basic of planning for the future.
External information: the information obtained outside the business is called external information which can be used as a major source of planning and forecasting. This information can be sourced through print information, television and radio media information, online information, suppliers’ information, customers’ information etc.  
Note that this information serves as source of communication which can be use for effective decision making within a business organization.
ELEMENTS OF BUSINESS COMMUNICATION
Communication involves six basic elements. They are:
Message: this is the subject matter which is transmitted or passed by the sender to other party or group of persons. This might be opinion, order, suggestion, attitude, feelings, views etc.
Sender: is the person who intends to make contact for passing information and understanding to other person.
Receiver: is the person to whom the message is meant for.
Channels: this is the way in which information is transmitted. Information can be transmitted through the following ways: radio, television, telephone, email, letter, facebook, whatzapp, etc.
Symbols: they are words, signs, and actions passed on by the sender while communicating with the receiver.
Feedback: when the receiver acknowledges the message of the sender and responds back, feedback takes place. Without feedback, communication is incomplete.   
PROCESS OF COMMUNICATION
The word process refers to series of things that are done in order to achieve a result. The activities are done in form of chain that at the end of the events, the result is tested to know whether ideas and thoughts were communicated effectively or not. If not, the stage where there is problem will be identified and rectified on continues basis. Relating this to the process of communication, what are those things that are done in order to pass information from the sender to the receiver effectively? 
Communication processes are certain stages through which information is passed from one staged to another until result is achieved.
THE PROCESS OF COMMUNICATION
The communication process involves the following stages. 
Sender: this is the first stage of communication process. It is the stage where idea is born or a need arises for someone to make an encounter. The person who initiates the move to convey the message to others is known as the sender. The sender selects his idea from his personal data bank, encodes it and transmits it to the receiver in form of a message. The sender wants his message to be understood and acted upon. Hence, the idea and thought of the sender must be crafted with the receiver’s background in mind so that it can give meaning to the individual or group of persons outside the mind of the sender.
Encoding: this is the act and process in which idea is translated into a proper format that will be understood by the receiver. In this stage, the sender responds to the idea and begins to exchange. Here, the sender must establish mutuality in meaning with the receiver by choosing the appropriate signs, symbols, words and language that has meaning and can clearly be understood by the receiver. To make the encoding stage complete, one need to know who the receiver is, what they know and what they expect to know to form a complete message.
The message: this refers to the idea, thought, attitude or need which the sender wants to pass to the receiver. As long as people continue to have needs, they will continue to send messages and as long as people exist there is likely to be communication. For a message to be transmitted successfully, it should be direct, clear, simple and appropriate for the person, place, purpose, time, and channel.   
Channel: the channel is the tool, apparatus, and or instrument through which the sender wishes to convey the message to the receiver. Channel is also the means through which the sender or receiver pass or receive information. Prior to the composition of the message, the medium should be decided. Medium is the form of passing the message. The medium of communication could be oral/verbal, written or non-verbal. When an encoder decides to speak his message, he has chosen oral medium. If he decides to put it down in written, he has opted for written. If he decides to use body language to convey his message, he has chosen the non verbal medium. Messages are transmitted through channels of communication. For instance, if a person wants to use the oral medium, he can select radio, TV, face-face, voicemail, telephone calls etc. if he decides to put it in written, he may chose either letter, report, memo, email, telegram etc. An artist will prefer to use non-verbal medium like drawing or painting to deliver his message.  Anything which carriers your message across to your receiver is a channel.
Decoding: decoding is the process of receiving the message accurately and requires that the receiver has the ability to read, observe and listen to understand the information to its right meaning. This is the first stage where the receiver or decoder has control over the message. The message is not longer under the control of the sender. It is the stage where the interpretation and translation of a message into its actual or real meaning takes place. If the message is written, then the receiver should be a good reader to read and interpret very well. If it is verbal, the receiver should be a good listener and ask questions where necessary. And if it is non-verbal, receiver should be good observer to watch and observe the signs and symbols very well so as to give it a well defined interpretation. 
Receiver: Decoder also known as the receiver is the person whom the message is intended. The intended audience or the person, or the group who receivers and responds to the message is the receiver. The decoder must receive the message and decide whether he is ready to participate in the conversation or not. Every message is meant for someone and if the person is not there, then the message gets stuck and communication intention remains unfulfilled. The receiver must be a good reader if the message transmitted is written, a good listener where the message is verbally transmitted and a good observer if the message is non verbal.  
Feedback: effective communication takes place only when there is feedback. Feedback is a responds to a message or a reaction to a message. The feedback process of communication goes back through the same communication process. This is usually done to improve the effectiveness of the ideas and thoughts that were transmitted by the sender to the receiver. Feedback is important in the smoothening of communication floor. It helps to ensure that message is received and understood as intended. The receivers’ reaction will help to improve the acceptability of the message. Communication without feedback is one way communication.
Noise: noise is anything that confuses, disturbs, distorts, interfere, etc with the transmission of information from the sender to the receiver. Noise could be internal or external. It is internal when the receiver is not paying attention; it is external when the message is distorted by elements within the environment. Noise could be found at all stages of the communication process. However, the noise mostly affects the encoding and decoding stage of communication.
 















EFFECTIVE COMMUNICATION SKILLS
Effective communication is essential for the success and growth of every organization. Unlike everyday communication, business communication is goal oriented.  Effective business communication is how employees and management interact with each other to reach organizational goals which are more aligned with the core values of the company. 
Types of Effective Business Communication
There are two well established types business communication found in every organization. These are formal and informal system of business communication.
Formal business communication
The formal system of communication is the officially recognized route for task related messages. Formal communication is divided into internal and external form of communication.
Internal form of communication
These are layers of authority within an organization through which all verbal and written communication must flow. Communication may take any direction, from top to the bottom and from bottom to the top. We refer to it as upward, downward or horizontal flow of communication.
Upward flow of communication: is the flow of information from subordinates to superiors, or from employees to management. It is more of feedback which supplies information about how people have related or responded to the communication passed to them by the manager.
Downward flow of communication: information flowing from the top of the organizational management hierarchy and telling people in the organization what are important mission and what is valued policies. Downward communication generally provides information which allows a subordinate to do something.
Horizontal flow of communication: this refers to the exchange of messages, ideas, and information between workers and colleagues on the same rank about a task which they perform within their organization. 
External form of communication
External business communication is the type of communication that leaves the organization. These are information that is passed to customers, vendors, partners or prospective investors. The information is usually on sales, market share, product etc, with the aim of increasing sales and inviting investors into the business.
 Informal Business Communication 
Informal system of business communication is usually non-official type of communication. Informal communication refers to any joined personal activity without conscious joined purpose. Bazza (2006) defines informal communication as any means by which information for decisions are communicated using grape vine and rumors informal channels of communication. It is determined by mutual interactions based on individuals with similar interest, values etc in the organization. The main channel of informal communication systems are grapevine and rumor.
Grapevine: work related information flow from all directions for enhancing the productivity of employees. Grapevine has an origin which is founded but the person who gives out the information is not easily found nor will any person owns to it originator. It is usually accurate though incomplete, it cannot be easily controlled nor shaped. Grapevine comes from new information, excitement, loyalty or insecurity.
Rumor: refers to unofficial and unconfirmed information sent through interpersonal channel. It is often inaccurate, fabricated and often malicious. The best way to deal with such situations is for managers to get to the root of the matter.
IMPORTANCE OF EFFECTIVE COMMUNICATION
Communication is essential to the survival, functioning and achievement of organizational goals. Effective exchange of information for business transaction and administrative functions is necessary. Hence, internal and external communication is considered valuable in some of the following: 
Business activity has become extremely complex. In this age of specialization, planning, production, sales, stores, advertising, financing, account, welfare etc are handled by different departments. If these departments could not communicate with one another effectively as well the management, there will be no coordination among them, which may lead to shortage of supply or finished products and embarrassment.
 Effective communication promotes the spirit of understating and cooperation. Effective communication between the management and the employees will bring about atmospheres of mutual trust and confidence. The employees will know what is expected of them and the management is aware of the potentialities and limitations of the employees to exploit or make up for.
Goals and objective setting. Since organizations have general and specific goals for their existence which may be formal or informal objectives, the need to communicate the importance of the goals and objectives to employees is essential, so they can work toward actualizing them.
Decision making. Decision making involves the art and process of making a choice from two or more alternative courses of action. Whenever good decisions are made, the need to communicate them for effective implementation is necessary. This is because it is only when decisions are communicated that they can be implemented.
Modern business is highly competitive: Effective communication is important when it comes to dealing with distributors, retailers and individual customers, government agencies etc. Each product of common consumption is available in hundreds of brands, not all of which sell equally well. Organizations that can communicate better can sell better. Organizations need communication skills for tactful negotiation with government agencies such as custom authorities, tax officials etc. 
Communication skills in job requirement and promotion: some areas like personnel, public relations, marketing, sales, and labor relation calls for exceptional communication skills. Professionals like editors, writers, teachers, advocates; researchers etc. need a highly developed ability to communicate. Executives are also expected to make speeches, prepare pamphlets, brochures, souvenirs, and give interviews to the media in order to project a favorable image of the organization. Thus the ability to communicate effectively has become a very important job requirement and promotion. 
METHOD OF TRANSMITTING INFORMATION
Communication takes place between managers and non-managers to make decision. The means by which ideas, thought are passed from the sender to the receiver is the method of transmitting information.
Individuals, groups and organizations have various methods available for transmitting information as they carry out their formal and informal responsibilities within and outside the organization. Having this in mind, it is important for communication managers to note the instrument to be used for transmitting information effectively and efficiently for decision making. Usually there could be variety of methods. The communication manager may use one, two, or utilize a combination of the methods of transmitting information depending on the circumstances before the organization and the manager concerned. The methods of transmitting information are as follows:
Verbal/ spoken words method
Non-verbal/ symbols method
The written/ word method.
Verbal/ spoken Word Method
Verbal or spoken method of transmitting information is a means of passing information from the sender to the receiver through the use of the voice. The voice is the greatest instrument for effective transmission of information within and outside the organization. 
The manipulation of the voice determines the impact of the (positive/negative) of the transmission and the understanding of the information by the receiver. This is because, when information is encoded, they become the actual message. The actual message is just like a final product or service ready for purchase by the customers for consumption. If they are spoken, it is expected that they can be heard and understood by anyone outside the mind of the sender. 
This method involves speaking and listening. Managers adopt this method because of people that cannot read nor write or people that cannot effectively use the written or non-verbal method.


Advantages of verbal method of communication
Interpersonal relationship: the surest device for establishing good interpersonal relationship is talking things over to reduce tension in offices, houses and in every sensitive situation.
Immediate feedback: the nature of a decoder’s response to a message sent to him alert the encoder as to what action to take next, either to continue with the encounter or to modify his message.
Message clarification: another advantage is that the encoder will be able to explain and clarify his points on spot to reduce misunderstanding and misinterpretation. 
Reinforcement: in face to face communication, the encoder may use gesture, facial expression to stress his message. This is an advantage since the receiver will be able to hear and see the glimpse of the speakers’ feelings.
Disadvantages of verbal method of communication
Distortion: oral communication has no permanency. Under normal circumstances, we can no decode everything that was said hence, communication can be easily forgotten or misunderstood and cannot be use for future reference.
Impractical: it is often neither impracticable nor convenient to reach and convey with high level officials in oral communication encounter.
Imprecision: in oral communication, the encoder may tent to be less precise with his message.
 Errors and mistakes: oral communication does not allow us time to eliminate errors before we speak or withdraw unpleasant words after alteration.
An oral communication is inferior to written communication and cannot be used in the court of law. 
Written word method: 
This is the the translation of oral message into alphabetic symbols which can be hand written, typed and printed words. Written communication involves writing and reading. Writing is the process of organizing symbols together to convey ideas and information between those who participate in communication. It is used when complex message is send. Writing is the basic requirement for effective communication and efficient performance of task in an organization. it is more difficulty to write then to speak because you have to get your message correct. It must be precise and carefully arranged in detail to give correct meaning. 
The instrument used for a written communication is paper and ink. Individuals and organizations transmit written messages through letters, memos, reports, records keeping, queries, circulars  etc. development in technology has brought emails, fax, text messages, whatsapp message and telegram to pass speeding information which is a key to successful written communication. Reading on the other hand involves understanding and interpretation of written symbols. We read memos, letters, business transactions etc

Advantages of written method of communication
Written messages tent to be more accurate because more time is normally spend to think and compose them.
In business, written communication helps us to confirm our transaction and commitment made orally.
Writing is a permanent means of storing and keeping records.
Written message serves as a more formal means of communication and it carries weight of authority.
The receiver of a written message can read it over and over to clarify doubt and ensure full understanding of the message.
It is more uniform in it application.
Disadvantages of written method of communication
Feedback is not immediate. The decoder may not respond in time.
It lacks flexibility. Once a message has been send, you cannot charge it.
It is expensive and time consuming.
It makes high demand on the linguistic skills of both the sender and the receiver. 
NON-VERBAL METHOD
Non-verbal refers to those messages expressed by other means than linguistic means. They don’t involve writing or speech. Non-verbal means are sometimes more clear, accurate and effective as compared to verbal communication because they are internationally used and understood. It involves the use of agreed signs and symbols to pass information. Body movement that is easily understood by both the sender and the receiver is effective in non-verbal method of transmitting information.
Aspects of Non Verbal Method of Communication
Non verbal communication is divided into three categories:
Appearance: personal appearance of a speaker may communicate who a person is, sex, age, occupation nationality, social, economic and job status. For example, a banker dress in suit and neck tie to look cooperate and confident. Appearance also affects the quality of a written and spoken message. In a written message, the envelope’s overall appearance size, color, weight, postage and the letter’s overall length, stationary, enclosures, layout, etc may convey significant information and impressions. 
Body language: it is possible to convey information, ideas, feelings, and attitudes through the position of our body as well as the movement of some parts of it. These include facial expression, gesture, posture, smell, touch, voice etc. facial expression involves the use of eye, eye brown, mouth or forehead to express the hidden emotion of anger, fear, joy, love, surprise, interest etc. Pasture is the way you carry your whole body eg the way you sit on your desk at work can express something about your attitude. Gesture is the movement of heads, fingers, legs and feet. Eg, shaking of head may mean betrayal may mean impatient and clenched fists mean anger.  Smell may express situation eg an oil or gas leakage may mean danger and a perfume express emotion and feelings. Touching people in different ways may communicate friendship, love approval or feelings.
Silence, time and sound: silence express serious feelings and emotion eg death of a relation. Waiting for a long time for indicate interest and giving a short time means urgency. The tone of a voice may mean a lot eg anger, happiness etc.





















BUSINESS WRITING
Business writing is a professional communication written in form of memos, reports, letter etc. it is a purposeful pieces of writing that convey relevant information to the reader in a clear, concise and effective manner.
Business writing is distilled into four based on it objective. These are instructive, informative, persuasive or transactional business writing.
Instructional: this type of business writing is directional and aim at guiding the reader through the steps of completing a task. Example of such type of business writing is memo 
Informational: informational business writing records business information accurately and consistently. It is an essential document that explains the core functions of business for tracking growth, outlining plans, and complying with legal obligations. This involves financial statement, minutes of a meeting, report writing.
Persuasive: the goal of persuasive writing is to impress the reader and influence their action or decision. It conveys relevant information to convince them that a specific product, service, company or relationship offers the best value. It involves proposal, bulk sales emails and press release.
Transactional: Day to day communication taking place in an organization falls under the transactional communication. This communication can be by email, letters, forms and invoices. 







PRINCIPLE OF BUSINESS WRITING
Good business writing must be with a clear definition of audience and purpose. To make your writing attractive, understandable and useful to your organization, you must polish your writing with the following Cs:
Completeness: a complete message contains all the facts that the reader needs for the reaction desired.
Conciseness: concise means brief. The message to be communicated should be as brief as possible. Most managers in business do not have the time to read ramble thoughts and stories. They prefer short, precise and straight to point issues that go to the heart matter.
Clarity: clarity means getting the message across so that the reader will not misunderstand the sender or get confuse about what has been conveyed. It also means getting the reader to interpret the words with same meaning as intended by the sender.
Consideration: this means that in every message, the sender should put himself in the readers place in order to fine the precise combination which will stimulate the desired response from the reader and show respect to the reader. 
Concreteness: concreteness reinforces confidence. Concrete and specific expressions are to be preferred in favor of vague and abstract expressions.
Courtesy: courtesy improves relationship; it shows consideration for the needs and feelings of the receiver. It means expressing the message with kindness. It means prompt response to message.
Correctness: correctness requires the writer to use a proper level of language which will include accurate facts and figures acceptable for good writing. 
Consistency: your writing must include stability. There should not be many ups and downs that might lead to confusion in the mind of the receiver. Stands and conditions should be observed with ease.
Coherent: the content of the letter must be in order for the reader to easily understand.  
Credibility: the content must be SMART. Stand for Specific, Measurable, Attainable, Realistic and Time bound.
BUSINESS REPOERTS
Report is a written document providing an account of something witnessed or examined or investigated with conclusion arrived out of the result obtained. That is a report is seen as an output from some activity witnessed such as meeting, minutes of meeting, or conversation or an investigation of a problem or situation. Business reports are a type of assignment in which you analyze a situation either real or a case study and apply business theories to produce a range of suggestions for improvement. Typically, it does not come with a single correct answer but with several solutions, each with their own costs and benefits to the organization. it is their costs and benefits that you need to identify and weigh-up.
PLANNING A REPORT
Report needs to be planned putting the audience into consideration. Pausing and answering the following will help a writer to develop an effective plan for a report:
What is the purpose of the report: knowing the reason behind writing a report is very important for a report writer to bear in mind as it’s a factor needed to decide on the type of report needed. The purpose of writing a report may be to inform, analyze or implement a decision. If a writer has been asked to prepare a report on whether his company should set up a new branch that involves considerable initial expenditure or he is to advice the company on merger and collaboration with another company, these are matters of vital issues that require careful analysis and implementation where necessary.
Who will read the report: what are the interest and values of the reader. The writer should consider the audience background and preference and the information needed. If the report is going to be a research, it ought to contain a detailed step by step account of the investigation carried out along with findings, conclusions and recommendations.
Which format will be most effective: short reports are usually informal while longer reports are formally written where conclusions are drawn after presenting evidence and sound objectives.
TYPES OF BUSINESS REPORTS
On the basis of legal formalities, a business report can be classified into two (2) formal and the informal business reporting.
Formal reports: This are usually prepared in a prescribed form and is presented according to an established procedures to a prescribed authority.
Informal reports: informal reports are usually in the form of a person to person communication.
THE STRUCTURAL FORMAT OF A REPORT
Title page: identifies the report, identifies the writer, address with attractive layout for easy retrieval.
Table of contain: this list the main topics of the report cover and page on which information may be found.
Executive summary: the main points of the report are summarized here such as the topic, the data obtained, the data analysis methods, and the recommendations. Depending on the size of the report, the executive summary could be as short as a paragraph of as long as four pages. It is usually written after the main part of the report has been written. 
Introduction: sets out the aims and objectives of the report and provides background information on why the data in the report was collected.
Main body: the body of the report describes the problem, the data that was collected, how the data was collected and discusses the major findings. The body may be broken into subsections with subheadings that highlight the specific points to be covered. It should be clearly and logically fashioned. 
Conclusion: this explains how the data described in the body of the document may be interpreted or what conclusions may be drawn. It suggest how to use the data to improve the business hence, it should be fair and unbiased.
References: all works consulted by the writer is provided in this section. References provide proof for your points and enable readers to review the original data sources themselves.
Appendix: the appendix is optional and may include additional technical information that is not necessary to the explanation provided in the body and conclusion but supports the findings such as charts or pictures. 
Glossary: provides the meaning of technical words used in the report.
MEMOS (MEMORANDUM)
Memo usually written as the short form of memorandum is a written message or other information sent by one person or department to another in the same business organization. Memo is normally used for communicating policies, procedure, or related official business within an organization.
Memo is the most widely used form of written communication in many organizations and are primarily use for:
Memos are used to announce information and make request such as announcing meeting, giving instructions etc. 
Persuasive memos are used to influence a decision in favor of the writer. It may be a proposal for improvement, recommending a procedure, motivating people etc

 MEMO FORMAT
Most organizations have their own memorandum format and often used especially printed form. The use of the same format is also encouraged to bring uniformity to the organization’s operation and communication flow. A memo has a header that clearly indicates who sent it and who the intended recipients are. It also contents the title, date and subject lines, and then followed by message that contains a declaration, discussion and summary.
FORMAT FOR MEMORANDUM





In a standard writing format, we might expect to see the following elements:
Title line: the title line identifies the communication as an in house message.
Receiver line: it may be individual or group eg to all staffs or to all students.
Sender line: identifies the originator of the memo eg VC, DVC, MD.
Date line: the date of writing the memo.
Subject line: it provides brief summary of the subject matter
Copies: copies must be printed and send to the necessary departments to avoid obstruction.  
BUSINESS LETTER 
Organizations survives and prospers by continuous exchange of information with their outside public, suppliers, stockholders, press, regulatory body, community etc.  Most of this exchange is achieved through business letter hence, manager must demonstrate skills at composing effective letter.
Business letter refers to any written communication that begins with salutation, ends with a signature and whose contents are professional in nature. Business letter is also defined as a letter from one company to another or between such organizations and their customers, clients or other external parties. A business letter is useful because it produces permanent written record, and may be taken more seriously by the recipient than other form of communication.
TYPES OF BUSINESS LETTERS
Business letter could be informative, sells/persuasive, and tactful or resolve letter.
Informative letters: informative letter could be in form of request, reply, complain, adjustment, acknowledgement and purchase order. It must be accurate, complete and clear.
Sells/persuasive letters: This type of letter is written to influence the attitude, feelings, and or beliefs of others. Buyers have often been persuaded to buy a particular article available with the seller in place of the one they actually wanted to buy. A sells letter could be a claim, collection or sale letter.
Tactful/ resolve letter: letters that pass negative impact or message to the reader are said to be tactful letter. This type of letter affects the individual that receives them. They could be resignation, rejection, retrenchment, query, etc.
FEATURES OF BUSINESS LETTER
Use appropriate stationary that is richly textured.
Appropriate format should include heading, inside address, salutation, main-body, complimentary and close signature.
The tone of the letter codes great deal of establishing a positive relationship with the reader.
The writer tone calls for courtesy or sympathetic understanding of the reader.
Business letter should sound business like. 
LEGAL ASPECT OF BUSINESS COMMUNICATION
Certain areas of business communication are strictly regulated by law that could lead to potential harmful civil litigation. When we communicate with integrity and honest consideration for our readers with a golden rule, then we are safe. Understanding the legal framework in which business communicators work is essential for entrepreneurs, managers and front line employees, knowing full well that ignorance of the law is not an excuse.
Legal aspect of business communication refers to the selection of words used in business communication so as to ensure their conformity with rules and regulations laid by the country’s business law, failure to which may cause a person to be up against legal actions.
Some of the legal aspects to be considered in business communication are defamation, invasion of privacy, fraud, credit collection and employment, and other areas of caution.
Defamation: is the un-consented and unprivileged publication of a false idea which tends to injure the reputation of a person in the society. Un-consented is without agreement while unprivileged means un-rightful.
Invasion of privacy: is the intrusion into individual private life or using a person’s name or identity for a commercial purpose without permission.
Fraud:  is an intentional misrepresentation by one party to a contract of a material fact which is relied upon by the other party to his injury.
Credit collection and employment: to recover from debt and bad debtors, do not show your anger and be honest when making recommendation about any employee. Know your true responsibility to your applicant, addressee and yourself.
Other areas of caution: be honest and fair in your business dealings, do not copy a prohibited document and do not copy a copyright without permission.

COMPANY LAW NOTES

Prospectus 
This is a means of information which is done either written or electronically to give notice , advertisement or other forms of invitation offering to the public for subscription or purchase of any shares, debentures or other approved and recognize securities of a company. 
To come within the meaning of prospectus under the law, the invitation must be to the public , and it must be for subscription or purchase of securities.
It is a formal document that need to be filed with the securities and exchange commissions (SEC). It helped investors to make more informed investment decisions because it contains a host of relevant information’s about the investment or securities.
If an offer is made to the shareholders of two companies who are entitled alone to accept the offer and those who accept the offer cannot renounce it in favor of another, then the invitation is not calculated to be treated as an invitation to the public. See the case of 
Governments Stock and other Securities investment Co. Ltd Vs Christopher ( 1956) 1 W.L.R 237
But if the offer, though made to shareholders of two companies alone was made in such away that those who accept could renounce it in favor of another, it would be treated as an invitation to the public because it was made in circumstances that it is calculated to result directly or indirectly in the share’s becoming available for subscription by person’s other than those receiving the offer.
Note an offer by a promoter of a company to his friends and relation cannot be treated as invitation to the public see the case of
Sherwell Vs Combined incandescent mantles Syndicate (1907) W.N 110
Note however that, a distribution of thousand of copies of a prospectus for all the members of a company would be an offer to the pubic See 
Re South of England Natural Gas and Petroleum Co (1911) 1 Ch.573
Prospectus include some of the following information
A brief summary of the company background and financial information.
The Name of the company issuing such and the age of the company.
The number of shares.
Types of securities being offered.
Management experience and management involvement in the business.
Names of the company’s principals.
Names of the banks or financial companies performing the underwriting. e.t.c
Usefulness of prospectus to investors
It is very useful to investors as it informs them of the risk involved in the investing in the security or funds of the company. Although a company might be raising capital through stock or bond issuance , investors should study the financials of the company to ensure the company is viable enough to honor its commitments.

Shares and Share Capital
Shares
The capital of a company consists mainly of shares and debentures. Generally, the capital of a company connotes the totality of its assets including borrowed money, which is loosely called loan capital. Specifically, however, the capital of a company refers to the share capital.
Public companies raise capital through share subscription known as “shares”. Shares is basically the measure of the interest of the member in the company. It represents the totality of rights and liabilities that a shareholder has in a company as provided in the terms of issue and the Articles of the company.
In Borlands Trustee v. Steel Bros. & Co. (1901) 1 Ch. 279, per Farwell J., shares was defined as, 
The interest of a shareholder in the company measured by a sum of money, for the purpose of liability in the first place, and of interest in the second, but also consisting of a series of mutual covenants entered into by all the shareholders...
Companies and Allied Matters Act (CAMA), defines share as; 
the interests in a companys capital of a member who is entitled to share in the capital or income of such company; and except where a distinction between stock and shares is expressed of implied includes stock.
The shareholder is a proportionate owner of the company, but he does not own the companys assets, which belongs to the company as a separate and independent legal entity. Thus, a share represents the basis of the interests of a member or shareholder in the company. These interests include participation in the management of the company, the right to attend and vote at meetings, etc. 138 CAMA
Shares are thus categorised as follows:
 Nominal Share Capitals 
  According to section 27(2) of CAMA, this is the initial capital with which the company is registered. It does not change except the capital is increased or reduced. It is, therefore, the share capital of a company at any given time.  
 Section 27(2)(a) CAMA provide that the authorised minimum share capital of a private company shall be N100, 000 while the authorised minimum share capital of a public company is N2.000,000. The subscribers of the Memorandum must together take shares of a value not less than 25 per cent of the authorised share capital. Section 26(12) of the Act provides that the minimum total guarantee of a company limited by guarantee is N100, 000.

Issued Share Capital 
 According to Section 141(1) of CAMA, the issued share capital is the percentage of the authorised capital that must be issued to members at incorporation. The issued share capital shall not be less than 25 per cent of the authorised capital. In other words, issued capital is the total number of shares taken by the subscribers as contained in the Memorandum.
Paid up Share Capital
This is part of the share capital which has been issued to and paid for by subscribers or shareholders of the company.

Classes of Shares
Shares are of different classes and have different rights attaching to them. The main types of shares are,
Preference shares;
Ordinary shares; and
Deferred shares.
Preference Shares
Preference share as a share, by whatever name designated, which does not entitle the holder of it to any right to participate beyond a specified amount in any distribution, whether by way of dividend or on redemption, in a winding up or otherwise. Where dividend is declared, preference shareholders are entitled to a specified percentage even if dividend is not paid to ordinary shareholders. They are more or less creditors of the company.    
Section 143 of CAMA provides that a company, if authorised by its Articles of Association, shall issue classes of shares among which preference shares which shall, or at the option of the company be liable to be redeemed unless they are fully paid, and redemption shall be made only out of profit; or the proceeds of a fresh issue of share.147 CAMA
These are shares which give their holders priority over other classes of shareholders in relation to dividend before anything is paid on other classes of shares. The main feature of this type of shares is that it entitles the holder to a fixed preferential dividend this means that the dividend payable by the company to the holder of such shares is fixed at a specific figure; it may be 5% or 100% etc.
The dividend must not be paid out of capital but out of profits because this will amount to an illegal return of capital to the preference shareholder. The dividend must be paid before the ordinary shareholders receive their own dividends, that is, preference shares has priority over ordinary shares. 
As between ordinary shares, preference shares and deferred shares, preference shares are usually more expensive so that if an ordinary share goes for N1.00, for instance, a unit of preference share may go for as much as N50.00.
In the event of winding-up of a company and unless it is expressly stated in the Articles of Association, preference shareholders have no inherent priority as to the repayment of capital. If the assets are not enough to pay the preference and ordinary shares in full, both preference and ordinary shares are paid off rateably according to the nominal value of the shares.

Ordinary Shares
These are sharers that do not attract special rights or privileges over other shares, but they form bulk of the companys capital. They are the risk bearers as they are only entitled to dividend when one is declared provided the company has made a profit to warrant the declaration of the dividend. The holders have an equal right to share in the profit of the company declared by way of dividend. In the event of liquidation, they rank after the preference shareholders except the Articles of Association otherwise provide.
 Ordinary shares usually attract no special rights and carry no fixed rate of dividend or interest. They bear the major financial risk of the company and are, therefore, often the equity shares of the company. They carry the remaining of distributed profits after the preference shareholders have been paid their fixed dividend. Therefore, they assume greater risk than preference shares. When the business is unsuccessful, ordinary shareholders bear the loss.  
However, an obvious advantage of ordinary shares to ordinary shareholders is that their dividends are not fixed and they may rise considerably with the level of profitability of the company. Another advantage of ordinary shares is that voting power and strength of the ordinary shareholders in general meeting allow them to control the resolution of the meetings. Ordinary shares carry the remaining of distributed shares after the preference shares have been paid their fixed dividend.

Deferred Shares
These shares are usually held by the founders of the company. They are so called because payment of dividend and return on capital are deferred until payment has been made in respect of other classes of shares.
Section 144 of CAMA provides thus:
Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in a company may be issued with such preferred, deferred or other special rights or such restrictions, whether with regard to dividend, return of capital or otherwise, as the company may, from time to time, determine by ordinary resolution.
Deferred shares are so called because payment of dividends and return of capital are deferred until payment has been made in respect of other classes of shares.  
Deferred or founders shares are usually taken up by the founders or the promoters of the company. For instance, a promoter of a company may sell his property to the company in exchange for deferred or founders shares which gives special rights. Dividend must be paid to deferred shareholders before ordinary shareholders receive their own dividends. In other words, it has priority over ordinary shares.

Rights and Obligations Attached to Shareholders
By section 138 of CAMA, the rights and obligations carried by or attaching to the shares of a company would depend on the terms of issue and of the companys Articles of Association.
In Kotoye v. Saraki (1994) SCNJ 524 at 575, the Supreme Court stated that by being registered as a holder of shares in a company, the registered holder becomes entitled to certain rights, benefits and privileges.
The rights are thus,
The right to dividend while the company is a going concern and a dividend is declared;
The right of attending any general meeting;
The right to vote at the meeting of members;
The right to participate in distribution of assets in the winding-up of the company, that is, return of capital on winding up.
The principal obligation of a shareholder, whether or not, it is so stated in the terms of issue or articles of the company, is to pay the amount unpaid on the shares he holds. However, payment is to be made when call is made or at a time fixed for payment by the terms of issue.
Another obligation is that, a shareholder may also be personally liable in certain situations, for example, to repay any dividend unlawfully received by him.
Acquisition of Shares
Section 184 of CAMA provides that subject to the provisions of articles of association, a company may purchase or otherwise acquire shares issued by it. However the company cannot purchase its shares if as a result of such purchase there would not be issued shares of the company other than redeemable shares or shares held as Treasury shares. 184(1) f
A company may acquire shares for the following reasons  
Setting or compromising a debt or claim asserted by or against the company; or
Eliminating fractional shares; or
Fulfilling the terms of a non-assignable agreement under which the company has an option or is obliged to purchase shares owned by an officer or an employee of the company; or
Satisfying the claim of a dissenting shareholder; or
Complying with a court order  
A company may also accept from any shareholder, a share in the company surrendered as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share, except in accordance with the provisions for the reduction of share capital.
Allotment of Shares
Subject to the provisions of the Investment and Securities Act (ISA), the power to allot shares shall be vested in the company which may delegate it to the directors subject to any conditions or directions that may be imposed in the articles or from time to time by the company in general meeting section 149 of CAMA.
Debentures
This is a document which creates or acknowledges a debt due from a company. The document does not need to be under seal, although it is usually under seal and need not charge the assets of the company by way of security, although, it does in most cases Lemon v. Austin Friars Investment Trust Ltd (1926) Ch. 1
Debentures are instruments issued to people from who the company has borrowed money. It is often by way of a deed, but not necessarily so Union Bank Ltd. v. Tropic Foods Ltd (1992) 3 NWLR (Pt. 228) 321. The power to issue debentures by companies is provided by section 190 of CAMA, which provides that a company may borrow money for the purpose of its business or objects and may charge or mortgage its undertaking or property and issue debentures General Auction Estate Co. v. Smith (1891) 3 Ch. 432.
In Intercontractors (Nig.) Ltd. v. NPFMB 2 NWLR (Pt. 76) 280 at 292, the court stated that, A debenture consists of a debt owed by the company to another secured by a deed which prescribes the condition of the realization of the debt, and it may be created over the fixed or floating assets of the company.
Generally, at Common law, the power of a company to borrow money must be expressly stated in its Memorandum of Association before it can be exercised. It cannot be implied, except in the case of trading companies. This is no longer necessary under section 190 of CAMA. The power to borrow money includes the power to charge the assets of the company which constitutes a form of security to the lender and such power is normally exercised by the directors of the company; who must not borrow above its authorised capital. It should be noted that a debenture is a document which is evidence an acknowledgment of indebtedness. 
Types of Debentures
There are four main types of debentures: 
1 Perpetual debentures;
2 Convertible debentures;
3 Secured and naked debentures; and
4 Redeemable debentures.
Perpetual Debentures
These are debentures that are irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long. section 196 of CAMA. 
A company may issue perpetual debentures, and a condition contained in any debentures, or in any deed for securing any debentures, shall not be invalid by reason only that the debentures are made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long, any rule of equity to the contrary notwithstanding.

Convertible Debentures
Debentures may be issued upon the terms that in lieu of redemption or repayment, they may, at the option of the holder or the company, be converted into shares in the company upon such terms as may be stated in the debentures.
These are debentures issued on the terms that they are convertible to shares of the company in lieu of redemption and at the option of the holder upon such terms as may be stated in the debentures section 197 of CAMA. That is, it is issued upon the terms that in lieu of redemption or repayment, a right of option is given to the holder of the company to convert the debentures into shares at some future date. If a debenture holder exercises this right of conversion, he ceases to be a creditor and becomes a shareholder instead.

Secured or Unsecured Debentures
A debenture is “secured” when it is secured by a charge over the properties of the company. The security may be a fixed charge or a floating charge, or by both a fixed charge on a certain property and a floating charge. Whilst, the debenture is naked when it is not secured by any property of the company section 198 of CAMA.

Redeemable Debentures
These are debentures that are liable to be redeemed at the option of the company section 199 of CAMA. A company limited by shares may issue debentures which are, or at the option of the company are to be liable to be redeemed.

Remedies of Debenture Holders
The remedies available to a debenture holder are provided under section 233 of CAMA. 
1. Action for Recovery of Principal and Interest
A debenture holder can sue for the recovery of the principal and interest upon default in payment and thereafter levy execution on the property of the company, whether the debenture is a secured or unsecured debenture section 233(2)a of CAMA. 
2. Petition for Winding-up
A debenture holder can bring up an action to wind-up the company on the ground of inability of the company to pay its debt. Although, this is subject to any condition imposed by the debenture section 233(2)b(ii) of CAMA.
3. Debenture Holders Action
A debenture holder may bring a representative action on behalf of the other holders of debentures of the same class (class action) where the debenture is one of a series for payment and enforcement of the security section 233(2)(a) of CAMA.
4. Power of Sale
The power of sale may be exercised be a debenture holder; subject however, to the condition that such power must be contained in the debenture or trust deed. It may be noted generally that a debenture will contain power of sale to be exercised by the receiver and where there is no such express power; the implied power of sale by a mortgagee may be exercised. Also, power of sale may be exercised pursuant to the order of court following a debenture holders action section 233(3) of CAMA.
5. Foreclosure Action
A debenture holder can also bring a foreclosure action which may extend to uncalled capital of the company. However, a foreclosure order will not be made unless all the debenture holders of every class are parties to the action.233(2) a (I)
Doctrine of Corporate Personality 
 Certificate of incorporation is a prima facie evidence that all requirements of the Act in respect of registration and of matters precedent and incidental thereto have been complied with and that the Association is a company authorised to be registered and duly registered under the Act. It is a presumption of regularity.  
In the case of Wilt and Busch Ltd v. Goodwill and Trust Investment Ltd (2004) 8 NWLR (PT. 894) 179, the court observed at page 199 that by virtue of Section 36(6) of CAMA, a certificate of incorporation is prima facie the evidence that the company is authorised to be registered and it is duly registered under CAMA.
 From the date of incorporation, the company shall:
Become an independent corporate being or entity and 
Shall be capable forthwith of exercising all the powers and functions of an incorporated company including the power to hold land.
Having perpetual succession and
A Common Seal.
In Salomon v. Salomon and Company Ltd (1897) AC 22, the House of Lords unanimously reversed the decision of the Court of Appeal and held that the company was a separate and distinct person. The House of Lords, in a judgment delivered by Lord Machnaghten inter alia said: 
The company is at law a different person altogether from the subscribers to the Memorandum and though it may be that after incorporation the business is precisely the same as it was before and the same persons are managers and the same hands receive the profits; the company is not in law the agent of the subscribers or trustees for them. Nor are the subscribers as members liable in any shape or form except to the extent and in the manner provided by the Act.
 The concept of corporate personality, therefore, means that once a company is registered, it becomes a separate person from the individuals who are its members. It has capacity to enjoy legal rights and is subjected to legal duties which do not coincide with that of its members. It is always referred to as an artificial person as opposed to a human being (a natural person).  

Doctrine of ultra-vires
The company being an artificial person must act through its designated officers and human agents. If the agents of the company (the general meeting and directors) make a decision we can say that the decision is an act of the company. The essence of this concept is for the company to act within the scope of its objects and other rules it sets for itself. It is possible that the company is not empowered to do the act in the memorandum of association. The memorandum is the document that specifies the type of businesses or activities that the company may legitimately embark upon, where the company therefore does any other business or actively not within the objects clause of the memorandum it is regarded as ultra vires of the company and the law regards such act as a nullity. There has been much modification and amendment to the common law position by legislation (CAMA). 
Anybody planning to deal with a company must be interested in the capacity and powers of the company. The capacity and powers of the company are spelt out in the Memorandum of the company. Anything outside the object clause cannot be done by the company as the company exist only for the matters within the object clause, whatever therefore is not within the objects of the company as stated in the objects clause is therefore ultra vires the company or it is beyond its powers and it is illegal for the company to do it.
Before the promulgation of CAMA, a person can neither sue nor be sued on an ultra vires contract that is still executory. If the ultra vires contract is executed, a supplier of goods cannot sue to recover the price. He can also follow the goods he had supplied and recover them if he could still identify them. But where the goods have been consumed, then he is not entitled to anything as was decided in the case of Re: Jon Beauforte (1953) 1 CH. 131.
This doctrine was laid down in the case of Ashbury Railway Carriage &Imen Co. v Riche (1875) LR7 H.L. In the case, the objects of the company are to make and sell or lend or hire railway carriages and wagons, and all kinds of railway plants, fittings, machinery and rolling stocks, to carry on the business of mechanical engineers, and general contractors, to purchase, issue, work and sell, mines, minerals, or other materials and to buy any such materials on commission as agents. A contract to finance the construction of a railway in Belgium was entered into by the directors, subsequently, the company repudiated the contract and pleaded it was ultra vires when sued, the court held that the company was not liable the contract was ultra vires the directors and the company and since it was therefore void and not voidable the whole body of shareholders could not ratify it. Lord Coirns in his judgment said;
This contract was entirely, beyond the objects in the Memorandum of Association.it is not a question of whether the contract ever was ratified or was not ratified. If it was a contract void at its beginning, it was because the company could not make the contract. If every shareholder had said that is a contract which we desire to make, which we authorize the directors to make, to which we sanction the placing of the seal of the company; the case would not have stood in any different position from that in which it stands now, the shareholders would have been attempting to do the very thing which the Act of Raiment, they were prohibited from doing.
 In Nigeria, CAMA (section 44(1) - (5)) of CAMA 2020 has whittled down the harsh position of the common law above. Section 44(1) of CAMA provides that a company shall not carry on any business not authorised by its Memorandum and shall not exceed the powers conferred upon it by its Memorandum or the CAMA. Section 44(2) is to the effect that where a company engages in an ultra vires transaction, a member may bring an action either under Sections 344 to 358 of the CAMA or under Section 44(4) of the Act. Under Sections 344 to 358, on the application of a member, the court may by injunction or declaration restrain the company from the following:
Entering into illegal or ultra vires transaction.
Committing fraud.
Benefiting from their negligence or from their breach of duty.
Section 44(4) makes provision for those who may sue on ultra vires transaction. These are:
A member or a shareholder of the company.
A creditor or holder of a debenture secured by a floating charge.
It should be noted that Section 44(3) CAMA has whittled down the provision of Section 44(1) by encouraging a company to engage in an ultra vires transaction since it declares that the property can be kept under such transaction. The implication of these provisions is that ultra vires acts can go on unabated in a company until shareholders or creditors sue. However, when they sue, the court can, by way of injunction, prohibit such transaction not stated in the object clause.
Also, under Section 44(4), on the application of a minority shareholder, the court may prohibit by way of injunction the doing of any act or the transfer of any property in breach of Section 44(1). Section 44(5) provides that if the transaction sought to be prohibited under the proceedings are in respect of a contract to which the company is a party, the court may set aside the contract and prohibit its performance and may allow to the company and the other party compensation for loss or damage sustained thereby.

MEETINGS
Meetings are important organs of company management. The effective management of the company can be well achieved through the instrumentality of meetings to enable directors brainstorm and cross fertilise their ideas in the best interest of the company and its members.
 types of meetings through which shareholders may exercise their powers.
These are – 
Annual General Meeting (AGM);
Statutory meeting;

Extra-ordinary General Meeting; and
Court-ordered meeting.
STATUTORY MEETING
This is a type of meeting that must be held by every ‘public company’ within a period of six months from the date of incorporation – section 235(1) of CAMA. The directors are required to forward to every member of the company, statutory reports at least 21 days before the meeting which must contain the following – 
The total number of shares allotted;
The total amount of cash received by the company in respect of the shares allotted;
The names, addresses and description of directors, auditors, managers, if any, and secretary of the company;
The particulars of any pre-incorporation contracts together with the particulars of any modification thereon;
Any underwriting contract that has not been carried out and the reasons therefore;
Any arrears due on calls from every director; and
Any particulars of any commission or brokerage paid in connection with the issuance of shares – section 235(3) of CAMA.
Members at the meeting are free to discuss any matter relating to the formation of the company and the commencement of its business or any matter that arises from the statutory report – section 235(8) of CAMA.
The statutory report must be certified by at least two directors and delivered to the Corporate Affairs Commission for registration and copies sent to members – section 235 (6) of CAMA.
 By provision of the law, a company would be wound up by a Court where the company fails to deliver its statutory report or to hold its statutory meeting.
It is an offence under the Act not to hold statutory meetings and if any company is in default, the company and its officers are guilty and are liable to this Act, if a
company fails to comply with the requirements of section 235 of this Act, the
company and any officer in default commits an offence and are liable to a fine
for everyday during which the default continues in such amount as the
Commission shall specify in its regulations.– section 236 of CAMA.

ANNUAL GENERAL MEETINGS
Every company (private or public) is required to hold its annual general meeting every year in addition to any other meeting and a period of 15 (fifteen) months must not elapse between the date of annual general meeting of a company and another – section 237(1) of CAMA. Such meeting must be between January to December – Gibson v. Barton (1975) LR 10 GB 329. But a company which holds its first annual general meeting within 18 months of its incorporation needs not hold it in that year or in the following year – section 237(1)(a) of CAMA. If a company is incorporated on 1stOctober 2016, t has till 1st of April 2018 to hold its first AGM. Also it need not hold it in 2016 or 2017. Thus the law is that firstly a company has 18 months from incorporation to hold its first AGM. Secondly, it need not hold in the year of incorporation or the following year. Thirdly, after the first AGM, the company must hold its AGM within a time bracket of 15 months. Except for banks because of the CBN policy that banks must present their financial statements at the middle of the year. Invariably, implying that they must hold their AGMs somewhere in the middle of every year.
For subsequent annual general meetings, Corporate Affairs Commission may extend the time for holding the meeting by not more than 3 (three) months – section 237(1) (b) of CAMA.
Where default is made in holding annual general meeting, any member may apply to the Commission, and the Commission may call or direct the calling of a general meeting and give such ancillary or consequential directions as it thinks expedient. Such directions may include holding that one member of the company present in person or by proxy shall constitute a quorum and any decision made by such company shall bind all the members – section 237(2) of CAMA.
A general meeting held in pursuance of subsection (2) is, subject to any
direction of the Commission, deemed to be an annual general meeting of the
company, but, where a meeting so held is not held in the year in which the
default in holding the company’s annual general meeting occurred, the meeting so held shall not be treated as the annual general meeting for the year in which
it is held unless, at that meeting, the company resolves that it shall be so treated.– section 237(3) & Where a company resolves that a meeting shall be treated as its
annual general meeting, a copy of the resolution shall, within 15 days after the
passing, be filed with the Commission. (4) of CAMA.
Where If default is made in holding a meeting of the company in accordance
with subsection (1), or in complying with any direction of the Commission
under subsections (2) and (3), or in complying with this subsection, the company
and every officer of the company are liable to a penalty in such amount as the
Commission shall specify in its regulations. – section 237(5) of CAMA. 
Normal business (ordinary business) that are transacted at the annual general meeting are declaration of dividend, the presentation of the financial statement and reports of the directors and auditors, the election of directors, the appointment and fixing of remuneration of auditors. Any other business aside these shall be considered as special business – section 238 of CAMA.

EXTRA-ORDINARY GENERAL MEETING
The meetings of a company which are not statutory meeting or annual general meeting are called extra-ordinary general meetings. Such meetings need not be held in Nigeria. 
The power to convene an extra-ordinary meeting is vested on the board of directors or any other director for that matter, or any member(s) who held, at the date of the requisition not less than 1/10 (one-tenth) of the paid up capital or not less than 1/10 (one-tenth) of the total voting rights of members where the company has no share capital – section 239(1) & (2) of CAMA.
If after 21 days of the deposit of the notice of requisition, the directors fail to call a meeting after the expiration of 21 days , the requisitionists may themselves call the meeting. The meeting shall not be held after the expiration of 3 months of the deposit – section 239(4) of CAMA.
All business transacted at an extra-ordinary general meeting shall be deemed special business – section 239(8) of CAMA.

COURT-ORDERED MEETINGS
The court may, either of its own motion or on the application of any director of the company or of any member of the company who would be entitled to vote at the meeting order the meeting of the company or board – section 247 of CAMA.
Such meeting that is called and held is deemed to be a meeting of the company or that of the board of directors duly called, held and conducted – section 247(3) of CAMA.
The court may order a meeting suo motu when an action has been brought in the name of the company and the court wishes to ascertain whether the action has the support of the majority of its members – Hogg v. Cramphorm (1967) Ch. 254; Dipcharima v. Ali (1974) 1 All NLR 420.
The court also has powers to give ancillary relief and make consequential orders where it has ordered a meeting in the interest of the company and the members – Italcomm (Western Nig.) Ltd. v. Scavuzzo & Anor. (1974) 3 ALR Comm. 73. Such powers must be in respect of matters to be considered by the court-ordered meeting. In Iro v. Robert Park (1972) 1 All NLR 474, the Supreme Court set aside the ancillary directions granted by the lower court on the ground that it exceeded the powers conferred by the Act to order such meetings – Okeowo v. Migliore (1979) 11 SC 138; Ige-Edaba v. West African Glass Industries Ltd (1977) 3 F.R.C.R 171.

RESOLUTIONS 
This means the decisions taken at company meetings arrived at through voting from members who have voting rights.

Types of Resolutions 
There are two types of resolutions viz:
Ordinary resolution; and
Special resolution.
ORDINARY RESOLUTION
This is defined as a resolution passed by a simple majority of votes cast by members entitled to vote in person or by proxy at a general meeting – section 258(1) of CAMA.
Ordinary resolutions are used for – 
Ordinary business of an annual general meeting Section 214 of CAMA;
Increase of share capital; and
Removal of a director.

SPECIAL RESOLUTION
This is a resolution passed by a majority of 75% or not less than ¾ (three-forth majority) at a general meeting of which not less than 21 (twenty-one) days notice specifying the intention to pass the resolution as a special resolution has been duly given – section 258(2) of CAMA. However, a majority of those entitled to attend and vote, holding 95% of the shares giving the right, or 95% of total voting rights (in cases of a company not having a share capital) may agree to shorter notice – section 258(2) of CAMA.
Situations where special resolutions are required can be in any of the following – 
To alter the objects clause of the memorandum 
To change the name of the company 
To alter any provision in the memorandum 

To reduce capital, on the authorization of the article of association with the consent of the court 
To make the liability of the directors unlimited on the authorization of the articles of association 
To effect a winding-up by the court 
Winding-up voluntarily 
To re-register a private company with a share capital as a public company 
To re-register an unlimited company as a private company limited by shares 
To re-register a public company as a private company 
To reduce any capital redemption fund – TABLE ‘A’ Article 6 of CAMA;
To reduce any share premium account – TABLE ‘A’ Article 6 of CAMA;
To create reserve capital 
To alter the articles of association 
All resolutions shall be passed at a General Meeting otherwise it shall not be effective. But for a private company a written resolution signed by all members is as valid and effective as if passed in a General Meeting 
Where there is default, every officer of the company who is in default shall be guilty of an offence and liable to a fine prescribe by the commission. section 237(7) of CAMA.
A resolution requiring special notice is also not effective unless notice of the intention to move it has been given to the company not less than 28 (twenty eight) days before the meeting which is to be moved and notice of the resolution shall be given by the company to the members in the same manner – section 261 oekuu7up?f CAMA.

PREPARATION AND PROCEEDINGS OF MEETINGS
In Caruth v. ICI Ltd. (1937) AC 707 at 761, it was stated that the proceedings are largely regulated by the Act and the articles and the details of the conduct of the meeting are decided by the meeting itself under the direction of the chairman.
The following should be noted – 
To maintain effective control over the company and monitor the executive and management, the board should meet regularly and not less than once in a quarter with sufficient notices and have formal schedule of matters specifically reserved for its decision.
It should be conducted in such a manner as to allow free flow of discussions. There should be enough time allocated to shareholders (members) to allow them to speak and to enable them to contribute effectively at the meeting.

OFFICERS OF COMPANY 
DIRECTORS
The management of a company is the prerogative of a small group of persons called directors; such directors manage the affairs of the company. The meaning of directors is defined under section 269(1) CAMA as persons duly appointed by the company to direct and manage the business of the company. 
However, if a person not duly appointed as a director acts in the capacity of a director, he is guilty of an offence and punishable by imprisonment of fine as the court deems fit, or both, and the company can restrain him from continuing to act – section 269(3) of CAMA. In such instance, his act will not bind the company and he will be personally liable. But, If it is the company that holds him out as a director, it is liable to a fine in such amount as the Commission shall specify in its regulations for each day it holds him out, and he and the company may be restrained by any memberfrom so acting until he is duly appointed. – section 269(4) of CAMA.
In Bolton (Engineering) Co. Ltd v. Graham & Sons (1957) 1 Q. B 159, Lord Denning stated that:
A company may in many ways be likened to a human body. It has a brain and nerve centre which controls what it does. It also had hands which hold the tools and act in accordance with directions from the centre. Some of the people in the company are mere servants and agents who are nothing more than hands to do the work and cannot be said to represent the mind or will. Others are directors and managers who represent the directing mind and will of the company, and control what it does…
A director includes any person occupying the position of a director by whatever name called. In Re Forest of Dean Coal Mining Company (1878) 10 Ch. 450, Jessel M. R stated thus:
Directors have sometimes been called trustees, or commercial trustees, and sometimes they have been called managing partners. It does not matter what you call them so long as you understand what their true position is, which is that they are really commercial men managing a trading concern for the benefit of themselves and all other shareholders in it.
The courts have held that by virtue of section 269, directors are persons appointed or elected according to law, authorized to manage and direct the affairs of a corporation or company – Longe v. First Bank of Nigeria Plc (2006) 3 NWLR (Pt. 967) 228 at 270.

TYPES OF DIRECTORS
Shadow directors – This is defined under section 270(1) of CAMA as any person on whose instructions and directions the directors are accustomed to act. What this implies is that a shadow director is never appointed by anybody. His existence is by the operation of the law and only for the purpose of making him liable in the circumstances provided by CAMA. He is not entitled to the benefits, rights and responsibilities of directors generally. In Secretary of State for Trade and Industry v. Deverell (2000) 2 BCLC 133, Morritt L. J stated that the purpose of defining directors to include shadow directors is to identify those, other than professional advisers, with a real influence on corporate affairs.
 Executive or Special directors – This is a person who has a contract of employment with the company. He is an employee of the company whose status has been raised to that of a director but who continues essentially as such employee, e.g. a sales director. His appointment, tenure, power, rights, duties and discipline are regulated by the Articles of Association as well as his contract of service with the company. However, he may be elevated to full directorial status – Longe v. First Bank of Nigeria Plc. (supra) at 261-262. Thus, he is both a member of the company and a director, that is an employee and a member of staff – Cyclists Touring Club v. Hopkinson (1910) 1 Ch. 179.
Alternate directors – This is a person appointed by a director to act in his place during his absence. This was emphasized in Baffa v. Odili (supra) at 747, where the distinction between a ‘director’ and an ‘alternate director’ was stated that an alternate director is appointed by a substantive director where it is provided in the Articles of Association of the company, and the alternate director sits in for his substantive director when the substantive director cannot attend the meeting.
Managing directors – This is a person who is appointed by the directors of the company and can also be removed by the Board – under the law . He ceases to hold office if for any reason he ceases to hold office as a Director – Yalaju-Amaye v.   Associated Registered Engineering Contractors Ltd. [1978] All NLR 124;  
Assignee directors – This is a person who unlike an alternate director is appointed to a permanent delegation of powers and duties.
Interloper/Intermeddler director – This is a person who is not duly appointed but acts or holds himself out as director of the company – section 269(3) & (4); Dipcharima v. Alli (1974) 1 All NLR 420.
Life Director: A person may be appointed for life provided he shall be removable under section 288 of CAMA. Section 281 CAMA

DUTIES OF DIRECTORS
Directors have a general duty to manage the company to display utmost good faith in accordance with the provisions of the law and the constitution of the company – section 305(1) of CAMA. Thus, directors are liable to the company for loss caused by their illegal or ultra vires acts – Wallersteiner v. Moir (1974) 1 WLR 991.
The relationship between a company and director is that of agent and principal. Thus, directors as agents owe two major duties to the company viz: fiduciary duty; and duty of care and skill.
1. FIDUCIARY DUTY
Directors occupy a fiduciary position in the exercise of their management powers. Section 305(2) of CAMA states that a director shall owe fiduciary relationship with the company where he is acting as agent of a particular shareholder; and where even though he is not, such a shareholder or other person is dealing with the company’s securities. Thus, it means that they also owe a fiduciary duty to shareholders also.
A director of a company stands in a fiduciary relationship towards the company and shall observe utmost good faith towards the company in any transaction with it or on its behalf – Okeowo v. Milgore (1979) 11 SC 133, Per Eso JSC.
There are however several aspects of fiduciary duties owed which are:
Duty to exercise power for the benefit of the company – He must display utmost good faith in exercising such powers which must be intra vires – Hogg v. Cramphom Ltd. (1967) Ch. 254. It is not enough that the transaction is honest. If it is not in the best of the company, it shall not be binding on the company – section 305(3) of CAMA.
Duty not to fetter freedom to exercise discretion – He shall not restrict their right to exercise their duties and powers freely and fully. Thus, it will be a breach of this duty for directors to contract with one another or third parties as to how they shall vote at future board meetings – section 305(6) of CAMA. In Clark v. Workman (1920) 1 Ir. R. 107, it was held that the directors of a company must act strictly as trustees in carrying through transfers of shares, unfettered by any undertaking or promise to any intending purchaser.
Duty not to allow his personal interest to conflict with that of the company – He must not place himself in a position where there is conflict of interest between him and the company – Mavitex Ltd. v. Bufield (1988) BCLC 104; unless the company consents. He must duly account to the company for any gifts or commission received from outsiders who he has had dealings with. He shall also be accountable to the company for any secret profits made by him – section 306 of CAMA; Boston Deep Sea Fishing Co. v. Ansell (1888) 39 CH. D. 339.
See Sub 2,3 and 5.of section 306 CAMA
2. DUTY OF CARE AND SKILL
Under the duty of care and skill, section 308 of CAMA has replaced the Common Law rule of duty of care and skill that enables a director to be idle or to decide to attend all meetings or not as long as he can delegate his duties.
Section 308(1) provides that every director shall exercise the powers and discharge the duties of his office honestly, in good faith and in the best interests of the company, and shall exercise that degree of care, diligence and skill which a reasonable prudent director would exercise in comparable circumstances. Section 308(3) went further to state that each director shall be individually responsible for the actions of the board in which he participated, and the absence from board’s deliberations, unless justified, shall not relieve a director of such responsibility.
In effect, the new law under CAMA is to the effect that the standard of care required from a director is an objective one, that is, it is a fixed standard depending on the skill and knowledge a reasonable, prudent director of his class would exercise if faced with similar circumstances.


REMEDIES FOR BREACH OF DUTY
A breach of any of the above stated duties by a director may lead to an order of one or more of the following reliefs which is mainly available under the principles of common law and equity – 
Injunction or declaration; or
Damages or compensation (referred to in the provisions of CAMA as cost); or
Restoration of the company’s property where traceable; or
Rescission of the contract occasioning the breach; or
Account for profit; or
Summary dismissal.

ENFORCEMENT OF DUTIES OF DIRECTORS
The responsibility of enforcing the duties of directors is in the hands of the company because the directors are the alter ego of the company saddled with the responsibility of management of the company.
The usual way to enforce such duties is for the directors to be removed from office under section 262(1) of CAMA. It also provides for the following remedies –
Petition for winding up of the company on the company on the ground that it is just and equitable to do so – section 408(e) of CAMA. 
Relief on the ground that the affairs of the company are being conducted in an illegal and oppressive manner – section 311 of CAMA.
Misconduct of proceedings against a director. Where there has been misappropriation of funds by the directors, an application may be made to court to compel him to repay. 

APPOINTMENT OF DIRECTORS
Every company registered on or after the commencement of CAMA shall have at least two directors and every company registered before that date shall before the expiration date of six months from the commencement of CAMA have at least two directors – section 246(1) of CAMA.
Directors may be appointed in the following ways – 
By subscribing to the memorandum of association.
By naming the first directors in the article of association.
By an ordinary resolution of the members at a general meeting – section 247 of CAMA.
By members at annual general meeting re-electing in case of death of a director – section 248 of CAMA.
By the board of directors, in the event of a casual vacancy arising out of death, resignation, retirement or removal – section 249(1) of CAMA.

DISQUALIFICATION OF DIRECTORS

Infants, that is, those under the age of 18 years;
Persons of unsound mind or lunatics; and
a person suspended or removed under section 288 of this Act ;
a person disqualified under sections 279, 280, 284 of this Act ; and
 corporation other than its representative appointed to the board for a given term.


ELECTION OF DIRECTORS OR QUORUM OF DIRECTORS
It is the articles of association of the company that fixes a quorum generally. Unless the articles provide to the contrary, the quorum of directors necessary for the transaction of the company is 2 (two) in cases where there are not more than 6 (six) directors. But where there are more than 6 directors, the quorum shall be one-third of directors, and where the number of directors is not a multiple of 3 (three), then the quorum shall be one-third of the nearest number.290 CAMA
Where the board is unable to act because a quorum cannot be formed, the general meeting may act in place of the board and where a committee is unable to act because a quorum cannot be formed, the board may act in place of the committee. 291 CAMA.
Note Where the board is unable to act due to lack of quorum, the general meeting may act in place of a board meeting.
Powers of directors 
Power to make calls in respect of money unpaid on shares
Call meetings on suo moto basis.
Issue shares, debentures, or any other instruments in respect of the Company.
Borrow and invest funds for the Company
Approve Financial Statements and Board Report
Approve bonus to employees
Declare dividend in the Company
Power to grant loans or give guarantee in respect of loans
Authorize buy back of securities
Approve Amalgamation/Merger/ Takeover
Diversify the business of the Company

REMOVAL OF DIRECTORS
The procedure for removal of directors can well be explained below which is provided under section 288 of CAMA. –
Check to find out if direct and simpler power of removal other than Section 288 is provided by the Articles or contract and apply it if available.
The person(s) wishing to remove the director must issue(s) notice of the resolution to the company at least 28 days before the date of the meeting – section 236 of CAMA.
Upon receipt of the notice, the Secretary to the company will:
(a) send a copy of it to the director concerned;
(b) issue notice of the meeting at least 21 days before the date of the meeting. The notice will be accompanied by any representations made by the director and state the fact of the representations having been made.
(c) At the meeting:
give audience to the director and read to the members his representations if they were received too late or were not sent to the members owing to the company’s default.
Pass ordinary resolution removing the director.
(d) File form of particulars of directors and of any changes therein, 
(e) Enter the fact of removal in the Register of Directors and where necessary also amend the Register of Directors’ Shareholding – Yalaju-Amaye v.   Associated Registered Engineering Contractors Ltd. [1978] 1 LRN 146; [1978] All NLR 124; (1978) 11 NSCC 220.
REMEDIES FOR WRONGFUL REMOVAL OF A DIRECTOR
Where a director feels he has been removed wrongly, he may sue for – 
Declaration for wrongful removal.
An injunction restricting the company from the continued removal and barring him from entering the premises.
Damages for breach of contract.
Compensation 

SECRETARY
By the provisions of sections 330 of CAMA, every company shall have a secretary and the same person cannot act as both secretary and director.
The secretary is a high-ranking officer of the company and usually part of the management. However, anything required or authorised to be done by or of the secretary may, if the office is vacant, be done by a deputy or assistant secretary, and if there is no deputy or assistant secretary, be done by any officer authorised by the directors of the company – section 330(3) of CAMA.

APPOINTMENT OF COMPANY SECRETARY
Under section 333 of CAMA, a secretary shall be appointed and removed by the directors. And the articles may provide for his term of office and the conditions of his appointment subject to the Act.
QUALIFICATION OF COMPANY SECRETARY
Section 332 of CAMA deals with the qualification of a company secretary.
When it is a private company, the secretary of the company shall be a person who appears to the company to have the requisite knowledge and experience to discharge the functions of a secretary of a company.
When it is a public company, he shall be – 
A member of the Institute of Chartered Secretaries and Administrators; or
A Legal Practitioner within the meaning of the Legal Practitioners Act, 1975; or
A Member of the Institute of Chartered Accountants of Nigeria (ICAN); or
Any person who has held the office of a Secretary of a public company for at least 3 years of the 5 years immediately preceding his appointment; or
A body corporate or firm consisting of qualified persons under paragraphs (a), (b), (c) or (d) above.

DUTIES OF COMPANY SECRETARY
Section 335(1) of CAMA provides that the duties of a company secretary shall include the following:
Attending the meetings of the Board of Directors of the company, its general meeting, whether AGM, statutory general meeting or extra-ordinary meeting. He is also charged with rendering all the necessary secretarial services in respect of the meeting and advising on compliance by the meeting with the applicable rules and regulations.
The Board of Directors have Committees. When they are meeting, the Company Secretary is the one statutorily empowered to service these meetings. The Company Secretary is the compliance officer, the liaising officer between the company and the CAC.  
It is the Company Secretary’s duty to keep all statutory books, registers of members, register of debenture holders et cetera. It is his duty to maintain the registers to ensure that they are properly kept.
Carrying out such administrative and other secretarial duties as directed by the directors of the company.
By the implied provision of section 66 of CAMA, the secretary may also be assigned other responsibilities as an officer of the company either by the general meeting, the directors or the managing directors. But 
 the secretary shall not without the authority of the board exercise any powers vested in the directors.sub 2 of the section .

REMOVAL OF COMPANY SECRETARY
Section 333(2) of CAMA provides for the removal of a secretary.

THE PROCEDURE FOR THE REMOVAL OF COMPANY SECRETARIES
The procedure for the removal of a company secretary is as follows:
The Board of Directors must serve a Notice on the company secretary stating:
a. that it is intended to remove him from office;
b. the ground for the proposed removal;
c. that he may resign from office within 7 (seven) days; or
d. that he may make a defence in writing which must be submitted within 7 days.
If after the notice, the secretary neither resigned from office nor made any defence, the Board of Directors may remove him from office and report to the General Meeting at the next meeting.
Where the company secretary makes a defence, written or oral, which in the opinion of the Board of Directors is unsatisfactory:
Hu the ground on which the secretary is to be removed from office is fraud or serious misconduct, the Board of Directors may remove him from office and report the same to the company’s general meeting.
If the ground on which the company secretary is to be removed is other than fraud or serious misconduct, the Board of Directors shall not remove him but may suspend him from office pending the next General Meeting of the company when the suspension will be reported and the company will take a decision.
If the next general meeting ratifies the suspension of the company secretary from office, he shall be removed from office and the effective date of removal shall be the date the Board of Directors suspended him from office.
 It should be noted that the procedure for the removal of Company Secretaries must be strictly complied with – Eronini v. Habour and Ors. (1957) 1 NSCC 17.



Incorporation of a company and Employers/Employees rights

Assignment 
                  Question

 Reasons for incorporation of a company 
 Employee and Employer Rights


Introduction for Question one :
When a business becomes incorporated, a separate and distinct legal entity is created. An incorporated business acts independently of its business owners. Incorporating a business provides the company with most of the legal rights granted to an individual, with the exception of voting privileges.
Formation of a Corporation
A business becomes incorporated when the company's organizers file incorporation paperwork with the state. For example, corporations in Texas must file a certificate of formation with the Texas Secretary of State's office, as a condition of formation. Incorporating a business requires activities, such as selecting individuals to serve as directors, and creating a unique business name.
In most cases, a fill-in-the-blank certificate of formation, also known as articles of incorporation, will be provided by the Secretary of State's office where the corporation is organized. This contains your business name, purpose, street address, board members and dissolution clause. 

Reasons for Incorporation of a Company :

1. Limited Liability:
The first and most important reason why people incorporate is for something called corporate personality. Under Nigeria law(and laws of almost every country in the world,there is a legal fiction where a company is deemed to be separate legal entity from the individuals who run it. Therefore the company has powers to enter into contracts,buys property,own property etc

2. Tax Benefits:
Under Nigeria Tax law,registered business don't pay company tax,they pay personal income tax. The implication of this in a fedral state like Nigeria is that if you have a Director of a company, you pay your company income tax to the fedral inland Revenue service and you pay your personal income tax to the relevant state inland revenue service.
3.  Professionalism and competitiveness :
Electing to register a company name instead of a business name projects a much more professional image. It signals that you are much more focus  on the business and also committed to obey professional corporate government structures,which the regulatory body has created which is the corporate affairs commission.

4. Business Continuity : 
A registered company has its own legal identity, therefore when third parties contract with the company,they do so with a separate legal entity and not the individual directors and shareholders. This means that companies survive the death or incapacitation of the owners and it's possible for the directors and shareholders involved with the company bro change over time.

5. Raising Funding : 
There are two ways of raising fund and they are debt and equity. Debt is basically give me X for my business and I will pay you back in the future with X interest. Equity is give me X for my business and I will give you X number of shares in the business

Introduction for Questions two :
This research is on the rights of employee and employer in the Nigerian law. This is important so that parties in the employment relationship can be informed of some of their obligations and follow it. One characteristics of the employment contract is that its terms sometimes avoid details of the duties to be performed by either of the parties (that is the employer and the employee). And this gives the employer the power to fix details of the performance of the work through further instructions to the employee Collins, Ewing and Mccolgan, (2012). As a result of this, the employment contract creates a power relation in which employer within limits direct the employee to obey lawful orders Collins, Ewing and Mccolgan, (2012). In this power relation, the parties will usually expect trust worthy conduct, fair treatment and good faith Collins, Ewing and Mccolgan, (2012). The following unique features of the employment contract: its incompleteness, its expectations of trustworthy conduct and surrounded by a relation of subordination makes it important for the relationship to be regulated beyond the rules of contract Collins, Ewing and Mccolgan, (2012).
Employee Rights :
Employee rights are the moral or legal entitlement an employee has to have or do something, as pertaining to work to ensure fair treatment.
Employer Rights :
Employer rights are the moral or legal entitlement an employer has to have, as pertaining to work to ensure smooth running of the company to achieve the company objectives.

The following are some of the rights of an Employee :

1.  Minimum Wage
The National minimum wage is 30,000 naira,per month. Due to inflationary trends and high cost of living, wage increases have been demanded by Labour Unions.

2.  Working Hours, Rest Hours and Annual Holiday
Normal hours of work can be fixed by mutual agreement, or by collective bargaining, or by an industrial wages board where there is no machinery for collective bargaining. If you are required to work outside the normal hours agreed upon in the terms of contract, the extra hours shall be considered an overtime.

3.  Sick Leave
You are entitled to wages up to 12 working days in a year during your absence from work caused by temporary illness certified by a registered medical practitioner, subject to the Workmen's Compensation Act.

4.  Maternity Protection
If you are a pregnant woman, you are entitled to take up to 12 weeks of maternity leave with full pay. Of this period, six weeks must be taken after the birth. You may start leave at any time from six weeks before the expected date of birth on producing a medical certificate issued by a registered medical practitioner stating that confinement will probably take place within six weeks.

5.  Discrimination Protection
There is no legislation that specifically regulates equal opportunities and discrimination in employment. The 1999 Constitution of Nigeria, as amended, contains a general prohibition of discrimination on the grounds of: ethnic group; place of origin; community; sex; religion; political opinion; and circumstances of birth.

6.  Safety and Welfare
The Factories Act places an obligation upon employers/owners or occupiers of a factory to ensure the health, safety and welfare of workers within the factory. Thus, it is the duty of your employer to ensure that the provisions of the Factories Act relating to cleanliness, overcrowding, ventilation, lighting, drainage and sanitary conveniences are complied with.

The following are some of the rights of an Employer :

1.  Employment At-Will :
The employer can terminate the employment relationship with an employee at any time for any reason. Common limitations on the at-will employment relationship are found in labor agreements and employment contracts. Those negotiated agreements will typically impose terms and conditions for terminating an employee. Those contract provisions supersede the at-will relationship and limit the employer’s rights to freely terminate an employee.

2.  Define Job Roles, Set Hiring Criteria, and Define Suitability Standards :
Employers have every right to establish minimum educational requirements and experience levels for any job position. Employers can make subjective evaluations about a candidate’s ability to fit into the company culture. As long as the employer’s decision is not based on race, gender, age, disability, or other protected category, the employer has the discretion to make whatever selections are in the employer’s best interest.
3.  Establish Company Policies and Procedures For Workplace Performance and Behavior :
Employers have the right to establish policies and procedures governing such matters as employee ethics, leave policies, pay, pay for performance, and behavior when interacting with customers or the public. Employer policies can include social media usage during work hours and after hours. Employers can also establish dress and grooming standards. The purpose of the dress standards can be that the dress standards are necessary for safety reasons, to allow customers to identify company employees easily.

4. Require Mandatory Overtime:
Nothing prevents employers from requiring their employees to work overtime. However, if an employee works overtime, employers must pay them consistent with applicable federal and state law. Most employers are aware that they must pay their hourly workers at overtime rates, but most salaried employees are not entitled to extra overtime pay.
5. Monitor Employees’ Use of Office Equipment:
Employees have very limited rights to personal privacy in the workplace, especially when the office space and equipment are provided to the employee by the employer. This means employers have the right to monitor employees’ use of it. In most states, for example, employers can monitor their employees’ phone conversations (even record them in some states), text messaging, and computer usage. Employers can restrict access to social media and other non-work related sites. Employers can also search for file
6.  Monitor Employee Use of Social Media in Violation of Company Policy:
Employers can monitor their employees’ activities on company premises at any time and can establish a company policy on employees’ posts on social media. Many employers are concerned that employees who post certain information or offensive statements on social media reflect poorly on the company. To ensure that employees comply with the company policy, employers can monitor employees’ public postings. If an employer finds a posting that violated the company policy, the employer can take action











Conclusion :

Employee inrespective of the level of the kind of work he/she does deserves to be respected and treated fairly by the employers,all the rights due to the employee should be given to every employee so that the company goals and objectives will be achieved,likewise the Employer has the right to hire and fire any employee but that should be done fairly and not just for selfish intrest to cheat the employee so that the employers can gain more profit if everyone will respect each other's rights,companies will keep growing and keep expanding it's branches from state to states.




























Reference :
•  https://www.kppblaw.com/employer-rights-in-the-workplace/
• https://www.jacksonwhitelaw.com/az-labor-employment-law/five-rights-of-employers/#:~:text=The%20workers%20you%20hire%20for,the%20best%20of%20their%20abilities.
• [1] Adejumo, B. A. (2007). The Role of the Judiciary in Industrial Harmony. The All-Nigeria Judges Conference, Abuja.
[2] Amber Size & Chemical Co v Menzel [1913] 2 Ch.239.
[3] Attorney General, Osun State v Nigeria Labour Congress (Osun State Council) ors (National Industrial Court) Suit No: NICN/LA/275/2012.
https://nicn.gov.ng/view-judgment/422
[4] Batty, R. (2012). Examining the Incidence of Fiduciary Duties in Employment. Canterbury Law Review, 18, 187-212.
[5] Bryant v Flight (1839) 5 M&W 114.
[6] C & C Construction Co. Ltd. and Augustine Ofumade v. Samuel Tunde Okhai (2004) 2 MJSC 154.
 15 CB 192.

Format of Memorandum of Association

FEDERAL REPUBLIC OF NIGERIA
COMPANY AND ALLIED MATTERS ACT,2020
PRIVATE COMPANY LIMITED BY SHARES 
MEMORANDUM OF ASSOCIATION 
OF 
JAY STEVE SHOPPING COMPLEX LTD


The registered office of the company will be situated in Nigeria
The object for which the company is established are:
Increase net operating income.
Increase market share.
Managing greater competition in market.
Sustain growth in sales promotion.
providing quality goods for our customers
The company is a private company 
The liability of the members is limited by shares
The nominal share capital of the company is 1000,000 naira divided into 10 ordinary shares 1 naira 50 Kobo each

We, the several person whose name and address are subscribed belowhere,are diserous of being form into a company,in pursuance of Memorandum of Association and we respectively agreed to take the number of shares in the capital of the company set opposite our respective names.

A. Names of Subscribes : 1. Joy Sunday 2. Samuel Jackson 3. Zealot Moses 4. Juliet John 5. Gabriel Jonah 
Address of subscribers : 1. No 124 GRA Gombe 2. 46 Beside Ecwa goodnews Ashaka road Gombe 3. No 57 Mallam inna Gombe 4. No 55 beside GSU Gombe 5. Beside ABI filling station Gombe
Description of subscribers : 1. Civil servant 2. Building Contractor 3. Accountant 4. Politician 5. Lawyer 
Number of shares taken : 1 takes 250,000 shares 2. Takes 150,000 shares 3. Takes 100,000 shares 4. Takes 300,000 shares 5. 200,000 shares
Signatures of subscribers : All subscribers have signed the documents Successfully
On the 20/07/2023.
Particulars of witness to the above signature:

Name of witness : Elizabeth Alexander
            Address of witness: No 19 Beside Markey resort Gombe Nigeria
            Occupation of witness : A Lawyer by profession 














Conclusion :
The memorandum of Association is a very good document that is use all over the world to interact with the external world,it is also a document that that the court of law consider very important worldwide,a company cannot do without it,is just a must because it is a need and not a want.











Reference:
• https://cleartax.in/s/memorandum-of-association-moa
• https://www.toppr.com/guides/business-laws/companies-act-2013/memorandum-of-association/

Difference Between CAMA 2004 and CAMA 2020

Question:
Examine the difference between CAMA 2004 and CAMA 2020 and suggest which one is more suitable to regulate company Law related
Issues?

Introduction :
Companies and Allied Matters Act (CAMA) is one of the critical pieces of legislation which enhances better business climate and promotes Micro, Small and Medium Scale Enterprises (MSMEs). The Act provides a regulatory framework for how businesses should be carried out in the country.

DIFFERENCE :

1.         CAMA 2020 is
Divided into 7 Parts (A-G):
PART A- CORPORATE AFFAIRS COMMISSION,PART B- INCORPORATION OF COMPANIES AND,INCIDENTAL MATTERS,PART C- THE LIMITED LIABILITY PARTNERSHIP,PART D- THE LIMITED PARTNERSHIP,PART E- BUSINESS NAMES,PART F- INCORPORATED TRUSTEES, PART G- GENERAL, With a total of 871 Sections.
While CAMA 2004 is   Divided into 3 Parts (A-C),
PART A- COMPANIES,PART B- BUSINESS NAMES,PART C- INCORPORATED TRUSTEES,
With a total of 613 Sections.
2.     CAMA 2020   By virtue of Section 34(2) of CAMA 2020, the Corporate Affairs Commission would be able to establish companies using any means of electronic communication to facilitate an automated reservation of names and registrations.
While CAMA 2004 is
There is no provision for E-registration of companies.
3.      CAMA 2020  The minimum number of people that can set up a private company has been reduced to one (1) by Section 18(2) of CAMA 2020 
While CAMA 2004
Section 18 of CAMA 2004 provides that any two or more persons may form and incorporate a company.
4.      CAMA 2020 provides for the formation and incorporation of limited liability partnerships.
While CAMA 2004
No provision for limited liability partnerships to be incorporated under the Act.
5.         CAMA 2020 Replaced this condition of getting the consent of the AG Federation with a duty on the commission to cause the application to be advertised in Three (3) national newspaper.
While came 2004
Section 26(5) CAMA 2004 provides that the memorandum of a company limited by Guarantee shall not be registered without the consent of the Attorney General of the Federation
In response to the above differences,
I am here to propose the motion which says CAMA 2020 is better than CAMA 2004 with my following reasons :
 1.          Transfer of shares: CAMA 2020 enables transfer of shares which is very good because even without meeting in person ,someone can transfer his/her shares to the one that wants to buy it easily.
 2.           In CAMA 2020 shareholders are allow to host virtual electronic meeting online which goes a long way in making emergency meetings possible to solve company problems.
 3.            CAMA 2020 allows the establishment of the administrative committee which also goes a long way to make companies achieve their goals and objectives.
 4.             CAMA 2020 don't allow a person to be a director in more than 5 public companies which is very good and healthy because the work will move smoothly,faster and not be a task loaded for the director.
5.                CAMA 2020 has a total of 871 sections which will help address alot of issues that CAMA 2004 will not address because it only has 613 sections.
6.            CAMA 2020  has 7 parts which addresses and include 4 extra 4 important parts that CAMA 2004 will not address.


Conclusion :
Company Allied Matters Act is an important documents because it contains the Law that that governs the companies,so as to provide the employee and employer a favourable place of settling disputes as human beings are not perfect,these laws put in place are the laws that most atimes bring justice to people that are at the point of being cheated in a company.












               Reference: 
            • https://www.thisdaylive.com/index.php/2023/01/09/cama-2020-and-end-of-authorised                                              -share-capital-regime-implications-for-companies?amp=1
           • https://www.capitalaceattorneys.com/differences-between-the-2004-companies-and-allied-matters-act-and-the-2020-companies-and-allied-matters-act/

Thursday, 17 August 2023

REASONS FOR DELAYANCE IN MARRIAGE FOR LADIES - PASTOR ROY MATTHEW OF HOUSE 3:16 JOS



Reason for Delay in Marriage  for women

1. BOY-FRIEND

The last thing on a Boy's Mind is Marriage.
Boys don't think of marriage, they want to make money first, they enter into relationship just for fun and sex, that's why if the lady should get pregnant, they ask her to abort it, or they'll deny her, because they aren't ready for Marriage and it's responsibilities.

Stop Dating BOY.
Boyfriends will keep scaring away serious and well-meaning suitors because they'll be thinking that the boyfriend that always hangs around you actually wants to marry you.

2. PROMISE (ENGAGEMENT)RING💍 
This is that spirit that makes you keep raising your finger to show the world that one young man has engaged you and when the serious suitors that are ready to settle down sees the ring, they'll pass over you because the ring tells them you have been taken.

And time is going, uncle isn't saying anything again, the ring itself has started to rust on your finger in protest.

Many promised rings are actually handcuffs, some are not better than key holders.
Aunty, say no to Lord of the Rings.

3. SPIRIT OF PRIDE

That spirit that tells you to always talk to brothers anyhow because you are beautiful, educated, and anointed.

That spirit that tells you that every brother that greets you is not your class, so you keep ignoring and looking down on them.

That spirit that doesn't allow you to greet brothers except those that ride exotic cars.
Aunty, calm down and be humble.
You won't marry yourself oh.....

4. POOR DRESS SENSE

That spirit that tells you not to dress well because you are going to heaven. Special Heavenly candidate. You dress and add 10 years to your age.

You dress and brothers will be greeting you "Good afternoon Madam." "Yes Madam" "Thank you Ma"

This spirit tells you to use tarpaulin to sew your dress, wear green skirt, yellow blouse and lemon head tie. You are a lady but dress like a man; Sister, no Man wants to marry his fellow man.

You dress like masquerade that is going to town. Dress well, don't under dress and don't over dress. Dress modestly, smell good because it's not a sin. We said don't dress indecently, we never said don't dress well.

6. DENOMINATIONAL/TRIBAL SPIRIT

I am a Catholic and must marry a Catholic.
I'm a Deeper Lifer and must marry one who's a Deeper Lifer as well so our marriage will be deep.

I am a Redeemer and must marry a Redeemer, any other Brother isn't Redeemed. Even if God is leading you to him. I'm from Ghana 🇬🇭 or Nigeria 🇳🇬 and must marry from River state. River will soon carry you.

This spirit has kept many bound until they entered menopause and are about to join the Women's fellowship because of their age.

Aunty, please understand that every believer is from one tribe called Christ. If God is leading you to another denomination, kindly obey Him, stop delaying yourself by yourself.

7. HARD TO GET

This spirit tells you not to accept a marriage proposal in a hurry, to do plenty unnecessary shakara so that the brother will not think you are cheap or desperate.

It tells you to tell him to give you nine months to pray, don't pick his calls, ignore his WhatsApp messages, behave as if you are not interested even though you are dying on the inside and truly love the brother.

This spirit will not leave you until you hear the brother is getting married to another sister, then your eyes will open and you will start saying "can't he even wait for me?"

Wait for you? Because you are Jesus Christ?
Aunty, If you love the brother and you perceive he is God's will for you, accept the proposal and leave Matter for Matthias.


8. SPIRITUAL PROBLEM

This is for real, this is why I encourage everyone to be prayerful, prayer isn't only for Pastors, Things are happening. Be spiritual
There are people whose marriages have been hijacked in spirit realms and only prayers and God can break such yokes.

9. BAD CHARACTER

The character of some ladies shocks even the devil. They will open their mouth to insult someone and you will cry for the person..
They quarrel and fight in public, no shame, self respect and dignity.

Their pride, their arrogance, their attitude, all the brothers are running, sorry, FLEEING from them like ants running away from fire. Who wan die?

This spirit has kept many ladies single, by the time any brother gets close because of her beautiful MASCARA, her CHARACTER will chase him away.


By Pastor of House 3:16 located inside Jos Amusement Park Jos Nigeria.
Pastor Roy Matthew

MANAGEMENT INFORMATION SYSTEM

Management levels In an organization, there are three different levels of management, each of which requires different types of information ...