companies and allied matters act PDF
Preview companies and allied matters act
A BILL FOR AN ACT TO REPEAL THE COMPANIES AND ALLIED MATTERS ACT 1990 (CAP C20, LFN 2004) AND ENACT THE COMPANIES AND ALLIED MATTERS ACT, 2016 TO PROVIDE FOR THE INCORPORATION OF COMPANIES, REGISTRATION OF BUSINESS NAMES TOGETHER WITH INCORPORATION OF TRUSTEES OF CERTAIN COMMUNITIES, BODIES, ASSOCIATIONS AND INCIDENTAL MATTERS Page 1 of 377 COMPANIES AND ALLIED MATTERS ACT 2016 Commencement [ ] ARRANGEMENT OF SECTIONS CORPORATE AFFAIRS COMMISSION 1. Establishment of the Corporate Affairs Commission 2. Governing Board of the Commission 3. Tenure of Office 4. Functions of the Board 5. Remuneration and Allowance 6. Proceedings of the Commission 7. Disclosure of Interest 8. Functions of the Commission 9. Appointment of Registrar-General 10. Appointment of Staff 11. Right to appear in Court 12. Service in the Commission to be Pensionable 13. Fund of the Commission 14. Expenditure of the Commission 15. Annual Accounts, Audit and Estimates 16. Annual Report 17. Pre-action Notice and Restriction on Levy of Execution INCORPORATION OF COMPANIES AND INCIDENTAL MATTERS CHAPTER 1 FORMATION OF COMPANY 18. Right to Form a Company 19. Partnership, etc., of More Than Twenty Members when Permitted 20. Capacity of Individual to Form Company 21. Types of Companies 22. Private Company 23. Consequences of Default in Complying with Conditions Constituting A Private Company 24. Public Company 25. Unlimited Company to Have Share Capital 26. Company Limited by Guarantee MEMORANDUM OF ASSOCIATION 27. Requirements With Respect to the Memorandum of A Company. 28. Form of Memorandum NAME OF COMPANY Page 2 of 377 29. Name as Stated in the Memorandum 30. Change of Name of Company 31. Reservation of Name ARTICLES OF ASSOCIATION 32. Articles for Regulating Companies 33. Form and Contents of Articles REGISTRATION OF COMPANIES 34. Documents of incorporation 35. Registration 36. Effect of Registration CAPACITY AND POWERS OF COMPANIES 37. Powers of Companies 38. Effect of Ultra Vires Acts 39. Effect of Reliance on Restrictions in the Memorandum EFFECT OF MEMORANDUM AND ARTICLES 40. Effect of Memorandum and Articles MEMBER’S RIGHT TO COPY OF MEMORANDUM AND ARTICLES 41. Member’s right to Copies of Memorandum, etc 42. Copies of Memorandum Issued to Embody Alterations ALTERATION OF MEMORANDUM AND ARTICLES 43. Restriction on Alteration of Memorandum 44. Alteration of Memorandum 45. Mode of Alteration of Business or Objects 46. Power to Alter Provisions in the Memorandum in Certain Cases 47. Alteration of Articles 48. Limitation of Liability to Contribute to Share Capital if Memorandum, etc., Altered CHAPTER 2 CONVERSION AND RE-REGISTRATION OF COMPANIES 49. Re-registration of Private Company as Public 50. Re-registration of Company Limited by Shares as Unlimited 51. Re-registration of Unlimited as Limited by Shares 52. Re-registration of Public Company as Private CHAPTER 3 FOREIGN COMPANIES 53. Foreign Companies Intending to Carry on Business in Nigeria 54. Penalties 55. Power to Exempt Foreign Companies 56. Annual Report 57. Exempted Foreign Company to Have Status of Unregistered Company 58. Penalties for False Information Page 3 of 377 59. Application of Certain Sections to Foreign Companies CHAPTER 4 PROMOTERS 60. Persons Promoting a Company 61. Duties and Liabilities of a Promoter PART III ACTS BY OR ON BEHALF OF THE COMPANY EXERCISE OF COMPANY’S POWERS 62. Division of Powers between General Meeting and Board of Directors 63. Delegation to Committees and Managing Directors LIABILITY FOR ACTS OF THE COMPANY 64. Acts of General Meeting, Board of Directors, or of Managing Directors 65. Acts of Officers or Agents 66. When Provision Exempting, etc., Officer from Liability to the Company is Void CONSTRUCTIVE NOTICE OF REGISTERED DOCUMENTS 67. Abolition of Constructive Notice of Registered Documents 68. Presumptions of Regularity 69. Liability of Company not Affected by Fraud or Forgery of Officer COMPANY’S CONTRACTS 70. Form of Contract 71. Pre-incorporation Contracts 72. Bills of Exchange and Promissory Note 73. Common Seal of the Company 74. Official Seal for Use Abroad 75. Powers of Attorney AUTHENTICATION AND SERVICE OF DOCUMENTS 76. Authentication of Documents 77. Service of Documents on Companies PART IV MEMBERSHIP OF COMPANY 78. Definition of Member 79. Capacity to be a Member 80. Right of Member to Attend Meetings and Vote 81. Personation of Members REGISTER OF MEMBERS 82. Register of Members 83. Location of Register 84. Index of Members to be Kept 85. Inspection of Register and Index 86. Consequences of Failure by Agent’s Default to Keep Register Page 4 of 377 87. Power to Close Register 88. Power of Court to Rectify Register 89. Register to be Evidence LIABILITY OF MEMBERS 90. Liability of Members 91. Liability for Company Debts Where Membership is Below Legal Minimum DISCLOSURE OF BENEFICIAL INTEREST IN SHARES 92. Disclosure of Capacity of Shareholder 93. Obligation of Disclosure by Substantial Shareholder in Public Company 94. Person Ceasing to be A Substantial Shareholder to Notify Company 95. Register of Interest in Shares 96. Registration of Interest to be Disclosed PART V SHARE CAPITAL MINIMUM SHARE CAPITAL 97. Authorised Minimum Share Capital ALTERATION OF SHARE CAPITAL 98. Alteration of Share Capital by Consolidation, etc. 99. Notice Required Where Shares and Stock Consolidated, etc. 100. Increase of Share Capital and Notice of Increase 101. Increase of Issued Capital on Increase of Shares 102. Power of Unlimited Company to Provide Reserve Share Capital on Re-registration REDUCTION OF SHARE CAPITAL 103. Restriction on Reduction of Share Capital 104. Special Resolution for Reduction of Share Capita 105. Application to Court for Order of Confirmation 106. Court Order Confirming Reduction 107. Registration of Order and Minutes of Reduction 108. Liability of Members on Reduced Shares 109. Penalty for Concealing Name of Creditor, etc. MISCELLANEOUS MATTERS RELATING TO CAPITAL 110. Duty of Directors on Serious Loss of Capital 111. Power to Pay Interest Out of Capital in Certain Cases PART VI SHARES NATURE OF SHARES 112. Rights and Liabilities Attached to Shares 113. Shares as Transferable Property 114. Prohibition of Non-voting and Weighted Shares Page 5 of 377 ISSUE OF SHARES 115. Power of Companies to Issue Shares 116. Issue of Classes of Shares 117. Issue with Rights Attached 118. Issue of Shares at a Premium 119. Issue of Shares at a Discount 120. Issue of Redeemable Preference Shares 121. Validation of Improperly Issued Shares ALLOTMENT OF SHARES 122. Authority to Allot Shares 123. Method of Application and Allotment 124. Allotment as Acceptance of Contract 125. Payment on Allotment 126. Effect of Irregular Allotment 127. Return as to Allotment COMMISSIONS AND DISCOUNTS 128. Prohibition on Payment of Commissions, Discounts Out of Shares and Capital 129. Power to Pay Commission in Certain Cases 130. Statement in Balance Sheet as to Commission CALL ON AND PAYMENT FOR SHARES 131. Call on Shares 132. Reserve Liability of Company Having Share Capital 133. Payment for Shares 134. Meaning of Payment in Cash 135. Payment other than Cash 136. Power to Pay Different Amount on Shares LIEN AND FORFEITURE OF SHARES 137. Lien on Shares 138. Forfeiture of Shares CLASSES OF SHARES 139. Power to Vary Rights 140. Application for Cancellation of Variation 141. Right of Preference Share to More than One Vote 142. Construction of Class Rights NUMBERING OF SHARES 143. Shares to be Numbered SHARE CERTIFICATES 144. Issue of Share Certificates 145. Effect of Share Certificates 146. Probate, etc., as Evidence of Grant CONVERSION OF SHARES INTO STOCK Page 6 of 377 147. Conversion of Shares into Stock TRANSFER AND TRANSMISSION 148. Transfer of Shares 149. Entry in Register of Transfers 150. Notice of Refusal 151. Transfer by Personal Representative 152. Transmission of Shares 153. Protection of Beneficiaries 154. Certification of Transfers TRANSACTIONS BY COMPANY IN RESPECT OF ITS OWN SHARES 155. Redemption of Redeemable Preference Shares 156. Prohibition of Financial Assistance by Company for Acquisition of its Shares 157. Acquisition by a Company of its Own Shares 158. Conditions for Purchase by a Company of its Own Shares 159. Limit on Number of Shares Acquired 160. Enforceability of Contract to Acquire Shares 161. Re-issue of Shares Acquired 162. Acquisition of Shares of Holding Company PART VII DEBENTURES CREATION OF DEBENTURE AND DEBENTURE STOCK 163. Power to Borrow Money, to Charge Property and to Issue Debentures 164. Documents to Title of Debentures or Certificate of Debenture Stock 165. Statements to be Included in Debentures 166. Effects of Statements in Debentures 167. Enforcement of Contracts Relating to Debentures TYPES OF DEBENTURES 168. Perpetual Debentures 169. Convertible Debentures 170. Secured or Naked Debentures 171. Redeemable Debentures 172. Power to Re-issue Redeemed Debentures in Certain Cases 173. Rights of Debenture Holders 174. Meetings of Debenture Holders FIXED AND FLOATING CHARGES 175. Meaning of “Floating” and “Fixed” Charges 176. Priority of Fixed over Floating Charge 177. Powers of the Court 178. Advertisement of Appointment of Receiver and Manager 179. Preferential Payment to Debenture Holders in Certain Cases DEBENTURE TRUST DEED 180. Execution of Debenture Trust Deed Page 7 of 377 181. Contents of Debenture Trust Deed 182. Contents of Debenture Covered by Trust Deed 183. Trustees for Debenture Holders 184. Disqualification for Appointment as Trustee of Debenture Trust Deed 185. Liability of Trustees for Debenture Holders 186. Restrictions on Transferability of Debentures PROVISIONS AS TO COMPANY’S REGISTER OF CHARGES, DEBENTURE HOLDERS AND AS TO COPIES OF INSTRUMENTS CREATING CHARGES 187. Company to Keep Copies of Instruments Creating Charge 188. Company’s Register of Charges 189. Inspection of Register and Copies of Instrument 190. Register of Debenture Holders 191. Inspection of Register of Debentures, etc. 192. Entry in Register of Transfer 193. Notice of Refusal to Register REGISTRATION OF CHARGES WITH COMMISSION 194. Registration of Charges Created by Companies 195. Register of Particular of Charges 196. Duty of Company to Register Charges 197. Duty of Company Acquiring Property to Register Subsisting Charges 198. Existing Charges 198. Charges to Secure Fluctuating Amounts 200. Endorsement of Certificate of Registration on Debentures 201. Entries of Satisfaction of Charges 202. Rectification of Register 203. Registration of Appointment Order, etc. 204. Inspection of Register and Copies of Instruments REALISATION OF SECURITY 205. Realisation of Debenture Holder’s Security 206. Remedies Available to Debenture Holders 207. Application of Certain Sections PART VIII MEETINGS AND PROCEEDINGS OF COMPANIES STATUTORY MEETING 208. Statutory Meeting 209. Non-compliance and Penalty GENERAL MEETING 210. Annual General Meeting 211. Business Transacted at Annual General Meeting EXTRAORDINARY GENERAL MEETING 212. Extraordinary General Meeting 213. Place of Meeting Page 8 of 377 NOTICE OF MEETINGS 214. Length of Notice for Calling Meetings 215. Contents of Notice 216. Persons Entitled to Notice 217. Service of Notice 218. Failure to Give Notice 219. Additional Notice 220. Power of Court to Order Meetings VOTING 221. Procedure of Voting 222. Right to Demand Poll 223. Voting on Poll 224. Right of Attendance at General Meeting 225. Attendance at Meetings 226. Objections as to Qualification to Vote 227. Proxies 228. Corporation Representation at Meetings of Companies, etc. 229. Quorum RESOLUTIONS 230. Resolutions 231. Written Resolutions 232. Circulation of Members’ Resolutions 233. Resolutions Requiring Special Notice 234. Registration and Copies of Certain Resolutions 235. Effect of Resolutions Passed at Adjourned Meetings MISCELLANEOUS MATTERS RELATING TO MEETINGS AND PROCEEDINGS 236. Adjournment 237. Powers and Duties of the Chairman of the General Meeting 238. Minutes of Proceedings and Effect 239. Inspection of Minute Books and Copies 240. Class Meetings PART IX DIRECTORS AND SECRETARIES OF THE COMPANY CHAPTER 1 DIRECTORS MEANING OF DIRECTORS 241. Meaning of “Directors” 242. Shadow Director APPOINTMENT OF DIRECTORS 243. Number of Directors Page 9 of 377 244. Appointment of Directors 245. Subsequent Appointment of Directors 246. Casual Vacancy 247. Liability of Person where not Duly Appointed 248. Share Qualification of Directors 249. Duty of Directors to Disclose Age and Multiple Directorship to the Company 250. Provisions as to Insolvent Persons Acting as Directors 251. Restraint of Fraudulent Persons 252. Prohibition of Persons Convicted of Fraudulent Offences from being Directors of Public Company 253. Appointment of Director for Life 254. Right to Appoint a Director at Any Age 255. Disqualification for Directorship 256. Vacation of Office of Director 257. Rotation of Directors 258. Validity of Acts of Directors 259. Mode of Voting on Appointment of Directors REMOVAL OF DIRECTORS 260. Removal of Directors PROCEEDINGS OF DIRECTORS 261. Proceedings of Directors 262. Quorum 263. Failure to Have a Quorum 264. Notice of Meeting REMUNERATION AND OTHER PAYMENTS 265. Remuneration of Directors 266. Remuneration of a Managing Director 267. Prohibition of Tax-free Payments to Directors 268. Prohibition of Loans to Directors in Certain Circumstances 269. Payment by Company for Loss of Office, etc., to be Approved 270. Payment to Director for Loss of Office, etc., Transfer of Property Illegal 271. Director to Disclose Payment for Loss of Office, etc., in Certain Cases 272. Provisions Supplementary to Sections 269 to 271 DISCLOSURE OF DIRECTORS’ INTERESTS 273. Register of Directors’ Shareholding 274. General Duty to Give Notice, etc. 275. Disclosure by Directors of Interest in Contracts 276. Particulars with Respect to Directors in Trade Catalogues DUTIES OF DIRECTORS 277. Duties of Directors 278. Conflicts of Duties and Interests 279. Multiple Directorships 280. Duty of Care and Skill 281. Legal Position of Directors Page 10 of 377
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