companies and allied matters act 2004

378 Pages·2015·1.67 MB·English

Companies and Allied Matters Act
Chapter C20
Laws of the Federal Republic of Nigeria 2004

Contents

Part A
Companies

Part I Corporate Affairs Commission

Part II Incorporation of Companies and incidental matters

Part III Acts by or on behalf of Company

Part IV Membership of the Company

Part V Share Capital

Part VI Shares

Part VII Debentures
Part VIII Meetings and Proceedings of Companies

Part IX Directors and Secretaries of the Companies

Part X Protection of minorities against illegal and oppressive conduct

Part XI Financial Statement of Audit

Part XII Annual Returns

Part XIII Dividends and Profits

Part XIV Receivers and Managers

Part XV Winding-up of Companies

Part XVI Arrangements and Compromise

Part XVII Dealings in Companies Securities
The entire part (Section 541 – 623) has been repealed by section 263
(1)(d) of the Investments and Securities Decree No 45 of 1999

Part XVIII Miscellaneous and supplemental

Part B

Business Names

Part C

Incorporated Trustees
Part D

Short Title

Schedules

Companies and Allied Matters Act

Chapter 20

Laws of the Federal Republic of Nigeria 2004

2nd January 1990

An Act to establish the Corporate Affairs Commission, provide for the
incorporation of companies and incidental matters, registration of business
names and the incorporation of trustees of certain communities, bodies and
associations.
Part A
Companies

Part I
Corporate Affairs commission

1. (1) There is hereby established under this Decree, a body to be
known as the Corporate Affairs Commission (in this Decree referred
to as "the Commission").

(2) The Commission shall be-

(a) a body corporate with perpetual succession and a common seal;

(b) capable of suing and being sued in its corporate name; and

(c) capable of acquiring, holding or disposing of any property,
movable or immovable, for the purpose of carrying out its
functions.

(3) The headquarters of the Commission shall be situated in the
Federal Capital Territory, Abuja, and there shall be established an
office of the Commission in each State of the Federation.

2. The Commission shall consist of the following members, that is-

(a) a chairman who shall be appointed by the President,
Commander-in Chief of the Armed Forces on the recommendation
of the Minister, being a person who by reason of his ability,
experience or specialised knowledge of corporate, industrial,
commercial, financial or economic matters or of business or
professional attainments would in his opinion be capable of
making outstanding contributions to the work of the Commission;

(b) one representative of the business community, appointed by the
Minister on the recommendation of the Nigerian Association of
Chambers of Commerce, Industries, Mines and Agriculture;
(c) one representative of the legal profession, appointed by the
Minister on the recommendation of the Nigerian Bar Association;

(d) one representative of the accountancy profession, appointed by
the Minister on the recommendation of the Institute of Chartered
Accountants of Nigeria

(e) one representative of the Manufacturers Association of Nigeria,
appointed by the Minister on the recommendation of the
Association;

(f) one representative of the Securities and Exchange Commission
not below the grade of a Director or its equivalent;

(g) one representative of each of the following Federal Ministries,
that is-

(i) Trade and Tourisms,

(ii) Finance and Economic Development,

(iii) Justice,

(iv) Industry and Technology; and

(h) the Registrar-General of the Commission.

3. (1) Subject to the provisions of subsection (2) of this section, a person
appointed as a member of the Commission (not being an ex-officio
member) shall hold office for three years and shall be eligible for re-
appointment for one further term of two years.

(2) The minister may, with the approval of the President, Commander-
in Chief of the Armed Forces at any time remove any member of the
Commission from office if the Minister is of the opinion that it is not
in the interest of the Commission for the member to continue in office
and shall notify the member in writing to that effect.
(3) The members of the Commission except the Registrar-General
shall be part-time members of the Commission.

(4) Any member of the Commission shall cease to hold office if-

(a) he becomes of unsound mind or is incapable of carrying out his
duties;

(b) he becomes bankrupt or has made arrangement with his
creditors;

(c) he is convicted of felony or any offence involving dishonesty;

(d) he is guilty of serious misconduct relating to his duties; or

(e) in the case of a person possessed of professional qualifications,
he is disqualified or suspended (other than at his own request)
from practising his profession in any part of Nigeria by the order
of any competent authority made in respect of him personally.

4. Members of the Commission appointed under section 2 (a), (b), (c),
(d), (e), (f), (g), and (h) shall be paid such remuneration and allowances
as the President, Commander-in-Chief of the Armed Forces may, from
time to time, direct.

5. (1) Subject to this section and section 26 of the Interpretation Act
1964, the Commission may make standing orders regulating its
proceedings.

(2) The Chairman shall preside at every meeting of the Commission
but, in his absence, the members present shall elect one of their
number present to preside at the meeting.

(3) The quorum for meetings of the Commission shall be five7

(4) The Commission may appoint any of its officers to act as Secretary
at any of its meetings.

6. (1) A member of the Commission who is directly interested in any
company or enterprise, the affairs of which are being deliberated upon
by the Commission, or is interested in any contract made or proposed
to be made by the Commission shall, as soon as possible after the
relevant facts have come to his knowledge, disclose the nature of his
interest at a meeting of the Commission.

(2) A disclosure, under subsection (1) of this section, shall be recorded
in the minutes of the Commission, and the member shall-

(a) not take part after such disclosure in any deliberation or
decision of the Commission with regard to the subject matter in
respect of which his interest is thus disclosed;

(b) be excluded for the purpose of constituting a quorum of the
Commission for any such deliberation or decision.

7. (1) The functions of the Commission shall be to-

(a) subject to section 541 of this Act, administer this Act including
the regulation and supervision of the formation, incorporation,
registration, management, and winding-up of companies under or
pursuant of this Act;

(b) establish and maintain a companies registry and offices in all
the States of the Federation suitably and adequately equipped to
discharge its functions under this Act or any other law in respect
of which it is charged with responsibility;

(c) arrange or conduct an investigation into the affairs of any
company where the interest of the shareholders and the public so
demand;

(d) perform such other functions as may be specified by any law or
enactment; and

(e) undertake such other activities as are necessary or expedient for
giving full effect to the provisions of this Act.

(2) Nothing in this section shall effect the powers, duties or jurisdiction
of the Securities and Exchange Commission under the Securities and
Exchange Commission Act.
8. (1) There shall be appointed by the Commission, a Registrar-General
who shall be qualified to practice as a legal practitioner in Nigeria and
has been so qualified for not less than 10 years and in addition, has
had experience in company law practice or administration for not less
than eight years.

(2) The Registrar-General shall be the chief executive of the
Commission and shall be subject to the directives of the Commission
and shall hold office on such terms and conditions as may be
specified in his letter of appointment and on such other terms and
conditions as may be determined from time to time, by the
Commission with the approval of the National Council of Ministers.

(3) The Registrar-General shall be the accounting officer for the
purpose of controlling and disbursing amounts from the fund
established pursuant to section 12 of this Act.

9. The Commission may appoint such other staff as it may deem
necessary for the efficient performance of the functions of the
Commissions under or pursuant to this Act.

10. Notwithstanding the provisions of any enactment to the contrary, a
person appointed to the office or Registrar-General under section 8 of
this Act or a person appointed under section 9 of this Act who is a
legal practitioner shall, while so appointed, be entitled to represent the
Commission as a legal practitioner for the purpose and in the course
of his employment.

11. Service in the Commission shall be approved service for the
purpose of the Pensions Act and accordingly, officers and other
persons employed in the Commission shall in respect of their service
in the Commission be entitled to pensions, gratuities and other
retirement benefits enjoyed by persons holding equivalent grades int
he public service of the Federation, so however that nothing in this
Act shall prevent the appointment of a person to any office on terms
which preclude the grant of a pension and gratuity in respect of that
office.
12. The Commission shall establish a fund which shall consist of such
sums as may be allocated to it by the Federal Government and such
other funds as may accrue to it in the discharge of its functions.

13. The Commission may, from time to time, apply the proceeds of
the fund established in pursuance of section 12 of this Act-

(a) to the cost of administration of the Commission;

(b) for re-imbursing members of the Commission or any
committee set up by the Commission for such expenses as may
be authorised or approved by the Commission, in accordance
with the rate approved in that behalf by the National Council of
Ministers;

(c) to the payment of salaries, fees or other remuneration or
allowances, pensions and gratuities payable to the employees
of the Commission;

(d) for the maintenance of any property acquired or vested in
the Commission; and

(e) for, and in connection with, all or any of the functions of
the Commission under this Act.

14. (1) The Commission shall keep proper accounts and proper
records in relation thereto and shall prepare in respect or each year
a statement of accounts in such form as the National Council of
Ministers may direct.

(2) The accounts of the Commission shall be audited not later than
six months after the end of the year by auditors appointed by the
Commission from the list and in accordance with guidelines
supplied by the Auditor-General of the Federation, and the fees of
the auditors and the expenses of the audit generally shall be paid
from the funds of the Commission.

(3) The Commission shall cause to be prepared, not later than 30th
September in each year, an estimate or the expenditure and income
or the Commission during the next succeeding year and when
prepared they shall be submitted through the Minister for approval
by the National Council of Ministers.

15. The Commission shall, not later than 30th June in each year,
submit to the National Council of Ministers, a report on the activities
of the Commission during the immediately preceding year and shall
include in such report, the audited accounts of the Commission.

16. The Minister may, with the approval or the National Council of
Ministers, make regulations generally for the purpose of this Act and
in particular, without prejudice to the generality of the foregoing
provisions, make regulations-

(a) prescribing the forms and returns and other information
required under this Part, that is, Part A of this Act;

(b) requiring returns to be made within the period specified
therein by any company or enterprise to which this Part, that
is, Part A of this Act applies; and

(d) prescribing any fees payable under this Part, that is, Part
A of this Act.

17. In this Part of this Act-

"Chairman" means the Chairman of the Commission; and "member"
means any member of the Commission, including the Chairman.

Part II
Incorporation of companies and incidental matters

Chapter I
Formation of Company