COMPANIES AND ALLIED MATTERS ACT, 2019

[Pages:606]COMPANIES AND ALLIED MATTERS ACT, 2019 Arrangement of Sections

Section:

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17

PART A - CORPORATE AFFAIRS COMMISSION Establishment of the Corporate Affairs Commission. Establishment of Governing Board of the Commission. Tenure of office and vacancy on the Board. Functions of the Board. Remuneration and allowance of members. Proceedings of the Board. Disclosure of interest. Functions of the Commission. Appointment of Registrar-General. Appointment of Staff. Right to appear in Court. Service in the Commission to be pensionable. Fund of the Commission. Expenditure of the Commission. Annual accounts, audit and estimates. Annual report. Pre-action notice and restriction on levy of execution.

PART B - INCORPORATION OF COMPANIES AND INCIDENTAL MATTERS CHAPTER 1: FORMATION OF COMPANY 18 Right to form a company. 19 Association and Partnership of more than 20 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. 26 Company limited by guarantee. MEMORANDUM OF ASSOCIATION 27 Requirements with respect to the memorandum of a company. NAME OF COMPANY 28 Form of memorandum of association. 29 Name as stated in the memorandum of association. 30 Change of name of company. 31 Reservation of name. 32 Articles of association. 33 Power of Minister to prescribe model articles. 34 Default application of model articles. 35 Statement of company's objects. 36 Registration documents. 37 Statement of capital and initial shareholdings. 38 Statement of guarantee.

39 Statement of proposed Directors. 40 Statement of compliance. 41 Registration. 42 Effect of registration.

CAPACITY AND POWERS OF COMPANIES 43 Powers of companies and prohibition of donations for political purpose. 44 Effect of ultra vires acts. 45 Effect of reliance on restrictions in the memorandum. 46 Effect of memorandum and articles. 47 Member's right to copies of memorandum, etc. 48 Copies of memorandum issued to embody alterations. 49 Restriction on alteration of memorandum. 50 Alteration of memorandum. 51 Mode of alteration of business or objects. 52 Power to alter provisions in the memorandum in certain cases. 53 Alteration of articles. 54 Limitation of liability to contribute to share capital if memorandum, etc., altered.

CHAPTER 2 - RE-REGISTRATION OF COMPANIES 55 Alteration of status by re-registration. 56 Re-registration of private company as public. 57 Requirements as to share capital. 58 Requirements as to net assets. 59 Recent allotment of shares for non-cash consideration. 60 Application and accompanying documents. 61 Statement of proposed secretary.

62 Issue of certificate of incorporation on re-registration. 63 Re-registration of public company as private limited company. 64 Application to Court to cancel resolution. 65 Notice to Commission of Court application or order. 66 Application and accompanying documents. 67 Issue of certificate of incorporation on re-registration. 68 Re-registration of private limited company as unlimited. 69 Application and accompanying documents. 70 Issue of certificate of incorporation on re-registration. 71 Re-registration of unlimited company as limited. 72 Application and accompanying documents. 73 Issue of certificate of incorporation on re-registration. 74 Statement of capital required where company already has share capital. 75 Re-registration of public company as unlimited. 76 Application and accompanying documents. 77 Issue of certificate of incorporation on re-registration.

CHAPTER 3 - FOREIGN COMPANIES 78 Foreign Companies intending to carry on business in Nigeria. 79 Penalties. 80 Power to exempt foreign companies. 81 Annual report. 82 Exempted foreign company to have status of unregistered company. 83 Penalties for false information. 84 Application of certain sections to foreign companies.

CHAPTER 4 ? PROMOTERS 85 Persons promoting a company. 86 Duties and liabilities of a promoter.

CHAPTER 5 - ACTS BY OR ON BEHALF OF THE COMPANY EXERCISE OF COMPANY'S POWERS 87 Division of powers between general meeting and board of directors. 88 Delegation to committees and managing directors. LIABILITY FOR ACTS OF THE COMPANY 89 Acts of the general meeting, board of directors, or of managing directors. 90 Acts of officers or agents. 91 When provision exempting, officer or other person from liability to the company is void. 92 Abolition of constructive notice of registered documents. 93 Presumptions of regularity. 94 Liability of company not affected by fraud or forgery of officer. COMPANY'S CONTRACTS 95 Form of contract. 96 Pre-incorporation contracts. 97 Bills of exchange and promissory note. 98 Common seal of the company. 99 Official seal for use abroad. 100 Power of Attorney. AUTHENTICATION AND SERVICE OF DOCUMENTS 101 Authentication of documents. 102 Execution of deeds by company. 103 Alternative to sealing.

104 Service of documents on companies. CHAPTER 6 - MEMBERSHIP OF THE COMPANY

105 Definition of member. 106 Capacity to be a member. 107 Right of member to attend meetings and vote. 108 Personation of members. 109 Register of members. 110 Location of register. 111 Index of members to be kept. 112 Inspection of register and index. 113 Consequences of agents' default to keep register. 114 Power to close register. 115 Power of Court to rectify register. 116 Register to be evidence. 117 Liability of members. 118 Liability for company debts where membership is below legal minimum.

DISCLOSURE OF PERSONS WITH SIGNIFICANT CONTROL 119 Disclosure of capacity by shareholder. 120 Obligation of disclosure by substantial shareholder in public company. 121 Person ceasing to be a substantial shareholder to notify company. 122 Register of interests in shares. 123 Registration of interests to be disclosed.

CHAPTER 7 - SHARE CAPITAL 124 Minimum issued share capital. 125 Alteration of share capital by consolidation, etc.

126 Notice required where shares consolidated, etc. 127 Increase of issued share capital and notice of increase. 128 Increase of issued capital on increase of shares. 129 Power for unlimited company to provide reserve share capital on re-registration.

REDUCTION OF SHARE CAPITAL 130 Restriction on reduction of issued share capital. 131 Special resolution for reduction of share capital. 132 Application to Court for Order of Confirmation. 133 Court order confirming reduction. 134 Registration of order and minutes of reduction. 135 Liability of members on reduced shares. 136 Penalty for concealing name of creditor, etc.

MISCELLANEOUS MATTERS RELATING TO CAPITAL 137 Duty of directors on serious loss of capital.

CHAPTER 8 ? SHARES AND NATURE OF SHARES 138 Rights and liabilities attached to shares. 139 Shares as transferable property. 140 Prohibition of non-voting and weighted shares.

ISSUE OF SHARES 141 Power of companies to issue shares. 142 Pre-emptive rights of existing shareholders. 143 Issue of classes of shares. 144 Issue with rights attached. 145 Issue of shares at a premium. 146 Issue of shares at a discount.

147 Issue of redeemable preference shares. 148 Validation of improperly issued shares.

ALLOTMENT OF SHARES 149 Authority to allot shares. 150 Method of application and allotment. 151 Allotment as acceptance of contract. 152 Payment on allotment. 153 Effect of irregular allotment. 154 Return as to allotment. 155 Prohibition of payments of commissions, discounts out of shares and capital. 156 Power to pay Commission in certain cases. 157 Statement in balance sheet as to Commission.

CALL ON AND PAYMENT FOR SHARES 158 Call on shares. 159 Reserve liability of company having share capital. 160 Payment for shares. 161 Meaning of payment in cash. 162 Payment for shares of public companies other than in cash. 163 Power to pay different amounts on shares. 164 Lien on shares. 165 Forfeiture of shares.

CLASSES OF SHARES 166 Power to vary rights. 167 Application for cancellation of variation. 168 Right of a preference share to more than one vote.

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