Whilst management processes have been widely studied 1section 63 1 and 3 companies and allied matters act 1990. Insolvency proceedings are more formal as provided for under the asset management corporation of nigeria act amcon act, 2010 as amended, for amconacquired debts, and under the companies and allied matters act cama, cap. Check the pdf version of the nigerians companies and allied matters act lfn 2004. The bill which seeks to repeal and reenact the existing act, the companies and allied matters act, 2004, is aimed at addressing the shortcomings of the said existing act, and when assented to by the president, is expected to promote the ease of doing business in nigeria. Constitution of the federal republic of nigeria 1999. So, the treatment of this topic will not be limited to aa which is not.
The two of them were replaced by the companies act of 1922 in 1922. Citation 696 this act may be cited as the companies and allied matters act 1990. Companies and allied matters act resolution law firm. By this provision of the cama, a company secretary is an officer of the company like the directors. Abstract the purpose of this study was to assess the mechanism of corporate meetings under the companies and allied matters act cama 1990. Reps pass companies and allied matters act reenactment bill. The house of representatives on thursday passed the companies and allied matters act 2018 through the committee of the whole. The 1968 companies act being a federal law was listed in the exclusive legislative list of the 1979 constitution. At as this time 2016, the recognized company law in nigeria is the companies and allied matters decree of 1990. The companies and allied matters act cama 1990 oluwasegun isaac aderibigbe email.
Board of directors and corporate governance in nigeria. This is because of the growing nature of the company law and management. We are pleased to share thwith you an article published in. Companies d allied chapter 59 eral republic part i corporate affairs commission part ii incorporation of companies and incidental matters part iii acts by or on behalf of company. The company can raise money for its own business, either by sale of shares to the public or to. Alp is well versed in, corporate and commercial law, arbitration, more. Doc impacts of the company and allied matters act in. Companies and allied matters amendment act 1990 excerpts the companies and allied matters act 1990 is hereby amended as follows. The first companies ordinance was introduced in southern nigeria lagos in. Companies and allied matters act nigerian law intellectual. An incorporated company may be either a company a having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them in this act termed a company limited by shares. Companies i corporate affairs commission ii incorporation of companies and incidental matters iii acts by or on behalf of company iv membership of the company v share capital vi shares.
Key highlights of the companies and allied matters act. This writeup seeks to highlight the steps for the appointment of a director in nigeria under the companies and allied matters act lfn 2004 the act and the procedure for the removal and change of a director of a company in nigeria. The work generally is to evaluate the mergers, acquisitions and takeovers process in nigeria, a better aid in the understanding of the various steps during merger or. C20, laws of the federation of nigeria, 2004 the act is now over twenty 20 years with minimal amendments during the period. Later in 1968, the companies decree took over from the 1922 company act. All the 871 clauses, 15 schedules and explanatory memorandum were adopted by the lawmakers after it was presented by the house leader, hon. The secretary is a highranking officer of the company and is part of the management. From the point of view of transaction costs, one of the advantages of the share charge is that it is nominally stamped at the revenue office and as a matter of practice filed at the corporate affairs commission the cac as a miscellaneous document which does not require registration as a company charge under section 197 of the companies. Share charges, registrability and section 197 of the. Laws new essential guide to aliens pdf of the federal republic of nigeria 1990. Company and allied matters act nnamdi azikiwe university. It was labeled then as the companies amendment and extension act of 1917. Pdf legal protection of business investors in nigerian.
It was known then as the companies amendment and extension act of 1917. The corporate affairs commission cac, established by the companies and allied matters act 1990 cama cap c20 lfn 2004, also plays a part with respect to corporations that intend to merge. 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. In nigeria a company is a separate legal person when duly registered and incorporated with corporate contracts and it can own properties in its own name. Cama bill ambitiously leapfrogging nigerian company law over three decades of stagnation the companies and allied matters act chapter c20 laws of the federation of nigeria 2004 cama, modelled on the english companies act 1985, was initially made law in nigeria in 1990 as a decree of the military government. It is the responsibility of the cac to receive corporate filings and to certify corporate resolutions and deregistration of any dissolved. As from the commencement of this act, a company limited by guarantee shall not be registered with a share capital and every existing company limited by guarantee and having a share capital shall, not later than the. Generally, the effect of failure to stamp an instrument is inadmissibility of such instrument in evidence in civil proceedings in nigeria except that where such instrument is a registered security instrument within the ambit of sec 197 of the companies and allied matters act cama, the additional effect by virtue of sec 202 cama is that. Article 26 1 where a company is to be formed for promoting commerce, art, science, religion, sports, culture, education, research, charity or other similar objects, and the income and property of the company are to be applied solely towards the promotion of its object and no portion thereof is to be paid or transferred directly or indirectly to the members of the company except as. However, company practice in nigeria today is regulated by the companies and allied matters act 2004 cama. Key highlights of the companies and allied matters act repeal and reenactment bill, 2018 key highlights of the cama bill, 2018 on tuesday 15 may 2018, the senate of the federal republic of nigeria passed the companies and allied matters act, 1990 cap c20, lfn 2004 repeal and reenactment bill, 2018 the bill, following a recommendation of the senate committee on trade and. It is hoped that the regulation will fill some of the gaps in the substantive provisions of the companies and allied matters act cama. Proposed amendments to the companies and allied matters act cap c20 lfn 2004 sno citationsection existing provision problemsgaps identified suggested amendment justification 1 2 the commission shall consist of the following members, that is a. To boost the innov ations of the companies act 1968, the nigerian enterprise promotion act 1977 3 and the 1968 act made copious provisions for the first time on matters such as mandatory.
As at today, the recognized company law in nigeria is the companies and allied matters decree of 1990. The companies and allied matters act 1 hereinafter simply called cama. C20, lfn 2004 and the bankruptcy and insolvency act bia, 2017 for other debts. Roles of the organs and officers of an incorporated company. Alp a leading corporate commercial law firm in lagos. Pdf this article appraises the scope and extent of the rights and. Procedure for filing annual returns in nigeria tsedaqah.
Part a companies d allied chapter 59 eral republic. Article 26 1 where a company is to be formed for promoting commerce, art, science, religion, sports, culture, education, research, charity or other similar objects, and the income and property of the company are to be applied solely towards the promotion of its object and no portion thereof is to be paid or transferred directly or indirectly to the members of the company except as permitted. The companies and allied matters decree 1990 with the enactment of the companies and allied matters decree 1990, a company law in nigeria became statutory. This is a research work on the roles of the organs and officers of an incorporated company. The cadbury report4 defined corporate governance as the system by which companies are directed and controlled. Aug 08, 2019 an annual return is a return in the prescribed form containing the specified matters relating to the organization in accordance to the provisions of the companies and allied matters act cama. It is a mandatory requirement for every business name, private limited company, or incorporated trustees in nigeria and is required, as.
The companies and allied matters act, 2004 is the applicable law. Att was however replaced by the s rl deyelopingof company law and practice in nigeria dr chris wigwe companies and allied matters act, 1990, with. This reform is a welcome development particularly as it has been over 20 years since. Companies and allied matters act arrangement of sections part a companies part i corporate affairs commission section 1. External auditors practice monitoring independence and objectivity.
Alp, is a nigeriabased law firm that delivers the very best of african legal and advisory services. Merger control 2020 laws and regulations nigeria iclg. Jan 20, 2014 this is because of the growing nature of the company law and management. It highlights the various machineries open to then for the. Both of them were replaced by the companies act of 1922 in 1922. This act expressly provides in section 2931 that every company shall have a secretary. Companies and allied matters act arrangement by parts part a. However, the section of the companies and allied matter act 2004 prohibits a director from engaging in any business which.