AI agents for business finance: what they can and can't do
What AI agents can do in bookkeeping, close, collections and compliance today, where a person must stay in charge, and how to judge a product.
The short answer
The board appoints a managing director by resolution under the company's articles; CAMA's model articles apply where the company has not adopted its own. If the MD also joins the board, the CAC must be notified within 14 days with the new director's consent, under section 321. The resolution should set out the MD's powers and limits, a written contract should cover pay, targets and termination, and the bank mandate and reporting should keep the owner abroad in control of large decisions.
Running a Nigerian business from abroad eventually means handing day-to-day control to someone on the ground. Calling that person managing director gives them standing with staff, customers and banks. It also gives them real power to bind the company, so the paperwork that creates the role is the main protection the owner has.
Who appoints the MD, and how
The MD is appointed by the board of directors, not by the shareholders directly, using the power in the articles of association. CAMA 2020 applies the model articles by default where a company has not registered its own (section 34). Owners abroad can pass the resolution at a virtual board meeting if the articles permit, or by written resolution signed by all directors; see virtual board meetings under CAMA.
What the board resolution should say
- The person's full name as on their ID, and the effective date.
- Whether they are also appointed a director. An MD who is not on the board is an executive officer, not a director.
- The scope of authority: what they can sign, hire, spend and commit without board approval.
- Matters reserved to the board, such as borrowing, selling assets, opening bank accounts, issuing shares and changing the bank mandate.
- Reporting: what the MD sends the board, and how often.
- Approval of the service contract and who signs it for the company.
CAC filings
- If the MD is also appointed a director, notify the CAC within 14 days under section 321, with the director's consent to act. See changing directors from abroad.
- If the company is small with a sole director and you are adding a second, check whether you still want to remain within the small company category; adding a director does not change small status, but directors must still hold at least 51% of the equity between them under section 394.
- No CAC filing is needed for an MD who is not a director, but record the appointment in board minutes.
The contract: terms that protect an owner abroad
| Term | Why it matters from abroad |
|---|---|
| Clear job description and authority limits | Matches the board resolution so there is no argument about what was allowed |
| Pay, bonus and how targets are measured | Bonuses tied to audited or reconciled numbers, not self-reported figures |
| Probation and notice periods | Gives a structured exit if the appointment does not work |
| Confidentiality and return of company property | Covers laptops, documents, logins and the company seal or stamp |
| Conflicts of interest | Requires disclosure of any personal interest in a supplier or customer |
| Non-solicitation of staff and customers | Protects the business if the MD leaves |
| Handover of passwords and admin access on exit | The single most common practical problem |
If the MD becomes a director, statutory duties apply as well. Pavestones' summary (February 2025) lists acting in good faith in the company's best interests, exercising care, skill and diligence, disclosing conflicts, exercising independent judgment and acting within powers, with removal and personal liability for breach.
Pay and tax
An MD on salary is an employee for PAYE. PwC's Nigeria tax summary (reviewed 29 May 2026) says employers remit PAYE by the 10th of the month after salaries are paid and file an annual return of emoluments by 31 January. Fees paid to a director as a director are a different item: PwC lists withholding tax on directors' fees for individuals at 15% for residents. This is information, not tax advice.
Controls that work across time zones
- A banded bank mandate: the MD pays routine items alone up to a limit, larger items need you too. See bank mandates with signatories abroad.
- Owner-only administrator rights on the online banking platform, so beneficiaries and users cannot be changed without you.
- Monthly management accounts and bank statements sent directly by the bank or system, not forwarded by the MD.
- A short written list of reserved matters, signed by the MD as read.
- If a power of attorney is needed for specific acts, keep it narrow and time-limited; see a business power of attorney for a manager.
A worked example (illustrative)
Example only: an owner in Dublin appoints an MD for a Port Harcourt catering company. The resolution lets the MD hire staff on salaries up to ₦400,000 a month, sign customer contracts up to ₦10,000,000 and pay suppliers up to ₦2,000,000 per payment. Borrowing, new bank accounts and any contract above ₦10,000,000 come to the board. The MD sends a reconciled cash report every Monday and management accounts by the 10th of each month.
Where Pryme fits
Pryme Business Accounts come with a Chief of Staff agent and a Finance agent that prepare work; a person approves above a ceiling the business sets, and actions are recorded, which gives an owner abroad a view of what the MD has done; see Chief of Staff and payroll.
Questions people ask
Who appoints a managing director in a Nigerian company?
The board of directors, using the power in the articles; the model articles apply by default under section 34 of CAMA 2020.
Does CAC need to know about a new managing director?
Only if the MD is also appointed a director, in which case the CAC must be notified within 14 days with the director's consent.
Can I appoint an MD without meeting them in Nigeria?
Yes. The board can pass the resolution virtually or by written resolution if the articles allow, and the contract can be signed electronically or notarised.
How do I stop an MD making large payments without me?
Use a banded bank mandate, keep administrator rights yourself and list reserved matters in the board resolution.
Sources
- Companies and Allied Matters Act 2020 (full text, PDF) · accessed Oct 2026
- Udo Udoma & Belo-Osagie: CAMA 2020 highlights of new provisions on governance and management · accessed Oct 2026
- LawGlobalHub: Section 394 CAMA 2020 (small company) · accessed Oct 2026
- Mondaq (Pavestones): The duties and responsibilities of directors under Nigerian law (12 Feb 2025) · accessed Oct 2026
- PwC Worldwide Tax Summaries: Nigeria, individual tax administration (reviewed 29 May 2026) · accessed Oct 2026
- PwC Worldwide Tax Summaries: Nigeria, withholding taxes (reviewed 29 May 2026) · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.