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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.

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The Setup Checklist

Seven phases covering the complete journey from board approval to a live, fully-administered employee share scheme.

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

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

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

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)

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

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

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

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Related Resources

Complete Employee Share Plan Guide →Employer Guide to Staff Investment Schemes →Nigeria Regulatory Compliance Guide →