Free Company Secretary Checklist
Employee Share Scheme Setup Checklist Nigeria
A comprehensive, phase-by-phase checklist for company secretaries of NGX-listed companies. Covers every task from board resolution to first allotment — including all SEC, NGX, CSCS, and FIRS requirements.
The Setup Checklist
Seven phases covering the complete journey from board approval to a live, fully-administered employee share scheme.
1
Phase 1: Board & Shareholder Approval
- Confirm existing directors' share allotment authority is sufficient
- Prepare board resolution authorising the employee share scheme
- If new share authority is required, prepare special resolution for EGM/AGM
- Obtain legal counsel sign-off on scheme rules and trust deed
- File updated share allotment authority with CAC if required
2
Phase 2: SEC Notification
- Prepare scheme notification letter to SEC Nigeria
- Include scheme rules, trust deed, and trustee appointment letter
- Include details of shares to be issued or purchased under the scheme
- Submit notification and obtain SEC acknowledgement
- Retain SEC correspondence in statutory records
3
Phase 3: NGX Disclosure
- Prepare NGX Market Notice disclosing the ESIS to the market
- Include maximum number of shares to be allotted and dilution impact
- Confirm disclosure satisfies NGX Rules on Employee Share Plans
- File with NGX Company Services and retain acknowledgement
- Update investor relations page and annual report disclosure accordingly
4
Phase 4: Trustee & Custodian Setup
- Appoint SEC-registered independent professional trustee
- Execute trust deed between the company, trustee, and scheme administrator
- Open trustee bank account for employee contribution pooling
- Set up custodian arrangement at CSCS for scheme share holdings
- Obtain trustee CSCS CHN for scheme-held shares (pre-allotment)
5
Phase 5: Employee Enrolment & CSCS Registration
- Collect NIN, BVN, and bank account details from all eligible employees
- Register all participants at CSCS to obtain individual CHNs
- Link each CSCS CHN to participant's bank account for dividend payment
- Verify all CSCS registrations are complete before first allotment
- Retain signed employee participation forms in HR records
6
Phase 6: First Allotment & Go-Live
- Process first payroll deductions and employer contributions
- Instruct trustee to purchase shares or accept allotment from company
- Submit allotment return to CAC within the statutory timeframe
- Credit shares to each participant's CSCS account
- Send welcome statements to all participants confirming their shareholding
7
Phase 7: Ongoing Administration
- Set up monthly payroll reconciliation workflow with HR/payroll team
- Establish quarterly dividend distribution process with trustee
- Configure vesting schedule triggers in scheme administration system
- Agree annual SEC compliance reporting calendar and responsibilities
- Schedule annual scheme performance review with scheme administrator
Let Shares Saver Handle the Complexity
Shares Saver automates CSCS registration, allotment processing, dividend distribution, and SEC compliance reporting — so your team focuses on scheme governance, not spreadsheets.
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