Companies and Allied Matters Act (Chapter C20)

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Part XVII Dealings in Companies Securities The entire part (Section 541 ? 623) has been repealed by section 263 (1)(d) of the Investments and Securities Decree No 45 of 1999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 reappointment for one further term of two years.

(2) The minister may, with the approval of the President, Commanderin 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.

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