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COMPANIES AND ALLIED MATTERS ACT, 2020
LAWS OF THE FEDERATION OF NIGERIA
[EDITOR’S NOTE: This Act repeals the Companies and Allied matters Act, CAP C20, LFN, 2004]
ARRANGEMENT OF SECTIONS
PART A – CORPORATE AFFAIRS COMMISSION
1. Establishment of the Corporate Affairs Commission.
2. Establishment of Governing Board of the Commission.
3. Tenure of office and vacancy on the Board.
4. Functions of the Board.
5. Remuneration and allowance of members.
6. Proceedings of the Board.
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.
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.
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.
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.
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.
169. Construction of class rights.
NUMBERING OF SHARES
170. Shares to be numbered.
171. Issue of share certificates.
172. Effect of share certificate.
173. Probate, etc., as evidence of grant.
174. Prohibition of bearer shares.
TRANSFER AND TRANSMISSION
175. Transfer of shares.
176. Entry in register of transfers.
177. Notice of refusal to register.
178. Transfer by personal representative.
179. Transmission of shares.
180. Protection of beneficiaries.
181. Certification of transfers.
TRANSACTIONS BY COMPANY IN RESPECT OF ITS OWN SHARES
182. Redemption of redeemable preference shares.
183. Prohibition of financial assistance by company for acquisition of its shares.
184. Acquisition by a company of its own shares.
185. Payment for share buyback.
186. Persons from who shares can be bought back.
187. Limit on number of shares acquired.
188. Enforceability of contract to acquire shares.
189. Re-issue of shares acquired.
190. Acquisition of shares of holding company.
CHAPTER 9 – DEBENTURES
CREATION OF DEBENTURE AND DEBENTURE STOCK
191. Power to borrow money, to charge property and to issue debentures.
192. Documents of title to debentures or certificate of debenture stock.
193. Statements to be included in debentures.
194. Effect of statements in debentures.
195. Enforcement of contracts relating to debentures.
TYPES OF DEBENTURES
196. Perpetual debentures.
197. Convertible debentures.
198. Secured or unsecured debentures.
199. Redeemable debentures.
200. Power to re-issue redeemed debentures in certain cases.
201. Rights of debenture holders.
202. Meetings of debenture holders.
FIXED AND FLOATING CHARGES
203. Meaning of floating and fixed charges.
204. Priority of fixed over floating charge.
205. Powers of the court.
206. Advertisement of appointment of receiver and manager.
207. Preferential payment to debenture holders in certain cases.
DEBENTURE TRUST DEEDS
208. Execution of debenture trust deed.
209. Contents of debenture trust deed.
210. Contents of debenture covered by trust deed.
211. Trustees for debenture holders.
212. Disqualification for appointment as trustee of debenture trust deed.
213. Liability of trustees for debenture holders.
214. Restrictions on transferability of debentures.
PROVISIONS AS TO COMPANY’S REGISTER OF CHARGES, DEBENTURE HOLDERS AND AS TO COPIES OF INSTRUMENTS CREATING CHARGES
215. Company to keep copies of instruments creating charges.
216. Company’s register of charges.
217. Inspection of register and copies of instrument.
218. Register of debenture holders.
219. Inspection of register of debentures, etc.
220. Entry in register of transfer.
221. Notice of refusal to register.
222. Registration of charges created by companies.
223. Register of particulars of charges.
224. Duty of company to register charges.
225. Duty of company acquiring property to register subsisting charges.
226. Existing charges.
227. Charges to secure fluctuating amounts.
228. Endorsement of certificate of registration on debentures.
229. Entries of satisfaction of charges
230. Rectification of register.
231. Registration of appointment order, etc.
REALISATION OF SECURITY
232. Realisation of debenture holder’s security.
233. Remedies available to debenture holders.
234. Application of certain sections.
CHAPTER 10 – MEETINGS AND PROCEEDINGS OF COMPANIES
235. Statutory Meeting.
236. Non-compliance and penalty.
237. Annual general meeting.
238. Businesses transacted at annual general meeting.
EXTRAORDINARY GENERAL MEETING
239. Extraordinary general meeting.
240. Place of meeting.
NOTICE OF MEETING
241. Length of notice for calling meetings.
242. Contents of notice.
243. Persons entitled to notice.
244. Service of notice.
245. Failure to give notice.
246. Additional notice.
247. Power of Court to order meetings.
248. Procedure of voting.
249. Right to demand poll.
250. Voting on a poll.
251. Right of attendance at general meeting.
252. Attendance at meetings.
253. Objections as to qualification to vote.
255. Corporation representation at meetings of companies, etc.
257. Disclosure of remuneration of managers.
259. Written resolutions.
260. Circulation of members’ resolutions.
261. Resolutions requiring special notice.
262. Registration and copies of certain resolutions.
263. Effect of resolutions passed at adjourned meetings.
MISCELLANEOUS MATTER RELATING TO MEETINGS AND PROCEEDING
265. Powers and duties of the chairman of the general meeting.
266. Minutes of proceedings and effect.
267. Inspection of minute books and copies.
268. Class meetings.
CHAPTER 11 – DIRECTORS
269. Meaning of directors.
270. Shadow director.
APPOINTMENT OF DIRECTORS
271. Number of directors.
272. Appointment of first directors.
273. Subsequent appointments of directors.
274. Casual vacancy.
275. Independent directors in public companies.
276. Liability of a person where not duly appointed.
277. Share qualification of directors.
278. Duty of directors to disclose age and multiple directorship to the company.
279. Provisions as to insolvent persons acting as directors.
280. Restraint of fraudulent persons.
281. Appointment of director for life.
282. Right to appoint a director at any age.
283. Disqualification for directorship.
284. Vacation of office of director.
285. Rotation of directors.
286. Validity of acts of directors.
287. Mode of voting on appointment of directors.
REMOVAL OF DIRECTORS
288. Removal of directors.
PROCEEDINGS OF DIRECTORS
289. Proceedings of directors.
291. Failure to have a quorum.
292. Notice of meeting.
REMUNERATION AND OTHER PAYMENTS
293. Remuneration of directors.
294. Remuneration of a managing director.
295. Prohibition of tax-free payments to directors.
296. Prohibition of loans to directors in certain circumstances.
297. Payment by company for loss of office to be approved.
298. Payment to director for loss of office, etc., or transfer of property illegal.
299. Directors to disclose payment for loss of office, etc., in certain cases.
300. Provisions supplementary to sections 298 -299.
DISCLOSURE OF DIRECTOR’S INTERESTS
301. Register of directors’ shareholding, etc.
302. General duty to give notice, etc.
303. Disclosure by directors of interests in contracts.
304. Particulars with respect to directors in trade catalogues, etc.
305. Duties of directors.
306. Conflicts of duties and interests.
307. Multiple directorships.
308. Duty of care and skill.
309. Legal position of directors.
PROPERTY TRANSACTIONS BY DIRECTORS
310. Substantial property transactions involving directors, controlling members, etc.
311. Exceptions from section 310.
312. Liabilities arising from contravention of section 310.
313. Prohibition of secret benefits.
MISCELLANEOUS MATTER RELATING TO DIRECTORS
314. Directors with unlimited liability in respect of a limited company.
315. Special resolution of limited company making liability of directors unlimited.
316. Personal liability of directors and officers.
317. Director’s contract of employment for more than five years.
318. Register of directors.
319. Particulars of directors to be registered.
320. Register of directors’ residential addresses.
321. Duty to notify the Commission of changes.
PARTICULARS OF DIRECTORS TO BE REGISTERED AND NOTIFIED TO THE COMMISSION
322. Power to make regulations on particulars of director.
RESTRICTION ON USE OR DISCLOSURE OF DIRECTOR’S ADDRESSES
323. Protected information.
324. Restriction on use or disclosure of protection information by company.
325. Protected information: restriction on use or disclosure by the Commission.
326. Permitted use or disclosure by the Commission.
327. Disclosure under Court order.
328. Circumstances in which Commission may put address on the public record.
329. Putting the address on the public record.
CHAPTER 12 – SECRETARIES
331. Avoidance of acts done by a person as director and secretary.
332. Qualification of a Secretary.
333. Appointment and removal of a secretary.
334. Fiduciary interests of a secretary.
335. Duties of a secretary.
336. Register of secretaries.
337. Particulars of secretaries to be registered: individuals.
338. Particulars of secretaries to be registered: corporate secretaries and firms.
339. Duty to notify the Commission of changes.
340. Particulars of secretaries to be registered and notified to the Commission: power to make regulations.
341. Only company may sue for wrong or ratify irregular conduct.
342. Procedure for major asset transaction.
343. Protection of minority: injunction and declaration in certain cases.
344. Personal and representative action.
345. Definition of member.
346. Commencing derivative action.
347. Powers of the court.
348. Evidence of shareholders’ approval not decisive.
349. Court’s approval to discontinue.
350. No security for costs.
351. Interim costs.
RELIEF ON THE GROUNDS OF UNFAIRLY PREJUDICIAL AND OPPRESSIVE CONDUCT
354. Grounds upon which an application may be made.
355. Powers of the court.
356. Penalty for failure to comply with order of the court.
357. Investigation of a company on its own application or that of its members.
358. Other investigations of company.
359. Inspectors’ powers during investigation.
360. Production of documents and evidence to inspectors.
361. Power of Inspector to call for directors’ bank accounts.
362. Obstruction of Inspectors to be treated as contempt of Court.
363. Inspector’s report.
364. Power to bring civil proceedings on company’s behalf.
365. Criminal proceedings and other proceedings by the Attorney-General of the Federation.
366. Power of the Commission to present winding-up petition.
367. Expenses of investigation.
368. Inspectors’ report to be used as evidence in legal proceedings.
369. Appointment of inspectors to investigate ownership of a company.
370. Provisions applicable to investigation.
371. Power to require information as to persons interested in shares, etc.
372. Power to impose restrictions on shares, etc.
373. Savings for legal practitioners and bankers.
CHAPTER 14 – FINANCIAL STATEMENTS AND AUDIT ACCOUNTING RECORDS
374. Companies to keep accounting records.
375. Place, duration and form of records.
376. Penalties for non-compliance with sections 374 or 375.
377. Directors’ duty to prepare annual accounts.
FORM AND CONTENT OF COMPANY, INDIVIDUAL AND GROUP FINANCIAL STATEMENTS
378. Form and content of individual financial statements.
379. Group financial statements of holding company.
380. Form and content of group financial statements.
381. Meaning of “holding company”, “subsidiary” and “wholly-owned subsidiary.”
382. Additional disclosure required in notes to financial statements.
383. Disclosure of loans in favour of directors and connected persons.
384. Disclosure of loans to officers of the company and statements of amounts outstanding.
385. Directors’ report.
PROCEDURE ON COMPLETION OF FINANCIAL STATEMENTS
386. Signing of balance sheet and documents to be annexed thereto.
387. Persons entitled to receive financial statements as of right.
388. Directors’ duty to lay and deliver financial statements.
389. Penalty for non-compliance with section 388.
390. Default order in case of non-compliance.
391. Penalty for laying or delivering defective financial statements.
392. Shareholders’ right to obtain copies of financial statements.
MODIFIED FINANCIAL STATEMENTS
393. Entitlement to deliver financial statements in modified form.
394. Qualification of a small company.
395. Companies qualifying as small: parent companies.
396. Modified individual financial statements.
397. Modified financial statements of holding company.
PUBLICATION OF FINANCIAL STATEMENTS
398. Publication by a company of full individual or group financial statements.
399. Publication of abridged financial statements.
400. Power to alter accounting requirements.
CHAPTER 15 – AUDIT
401. Appointment of auditors.
402. Exemption from audit requirement.
403. Qualification of auditors.
404. Auditors’ report and audit committee.
405. Corporate responsibility for financial reports.
406. Improper influence on conduct of audit.
407. Auditors’ duties and powers.
408. Remuneration of auditors.
409. Removal of auditors.
410. Auditors’ right to attend company’s meetings.
411. Supplementary provisions relating to auditors.
412. Resignation of auditors.
413. Right of resigning auditor to requisition company meeting.
414. Powers of auditors in relation to subsidiaries.
415. Liability of auditors for negligence.
416. False statements to auditors.
CHAPTER 16 – ANNUAL RETURNS
417. Annual return by company limited by shares or guarantee.
418. Annual return by company having shares other than small company.
419. Annual return by small company.
420. Annual return by company limited by guarantee.
421. Time for completion and delivery of annual return.
422. Documents to be annexed to annual return.
423. Certificate by private company and small company in annual return.
424. Exception in certain cases of unlimited companies and small companies from requirements of section
425. Penalty for non-compliance with sections 417- 423.
426. Declaration of dividends and payment of interim dividend.
427. Distributable profits.
428. Restriction on declaration and payment of dividends.
429. Unclaimed dividends.
430. Reserve and capitalisation.
431. Employees’ shares and profit sharing.
432. Right of the shareholders to sue for dividends.
433. Liability for paying dividend out of capital.
CHAPTER 17 – COMPANY VOLUNTARY ARRANGEMENTS
434. Those who may propose an arrangement.
435. Procedure where nominee is not the liquidator or administrator.
436. Summoning of meetings.
CONSIDERATION AND IMPLEMENTATION PROPOSAL
437. Decisions of meetings.
438. Approval of arrangement.
439. Effect of approval.
440. Challenge of decisions.
441. A false representation, etc.
442. Implementation of proposal.
CHAPTER 18 – ADMINISTRATION OF COMPANIES
NATURE OF ADMINISTRATION
443. Appointment of administrator.
444. Purpose of administration.
445. Standard of performance of administrator.
446. Status of administrator.
447. General restrictions on appointment of administrator.
APPOINTMENT OF ADMINISTRATOR BY COURT
448. Administration order.
449. Conditions for making order.
450. Application to Court for administration order.
451. Powers of Court.
452. Power to appoint by holder of floating charge.
453. Restrictions on power to appoint.
454. When not to appoint administrator.
455. Notice of appointment.
456. Commencement of appointment of administrator under section 450.
457. Notification of appointment.
458. Invalid appointment and indemnity.
APPOINTMENT OF ADMINISTRATION BY COMPANY OR DIRECTORS OUT OF COURT
459. Power to appoint by company or directors.
460. Restrictions on power to appoint.
461. Effect of moratorium on the appointment of administrator.
462. Effect of non-disposal of winding-up petition on appointment of administrator.
463. Notice of intention to appoint.
464. Filing of notice of intention to appoint.
465. Requirements of sections 463 and 464 to be complied with.
466. Filing of notice of appointment.
467. Offence in relation to section 464.
468. Where person not entitled to notice of intention to appoint.
469. Commencement of appointment under section 459.
470. Notification of administrator of his appointment.
471. Effect of administration order on appointment.
ADMINISTRATION – SPECIAL CASES
472. Application by holder of floating charge.
473. Intervention by holder of floating charge.
474. Application where company in liquidation.
475. Administration application by liquidator.
476. Effect of receivership based on appointment by a holder of a fixed charge.
EFFECT OF ADMINISTRATION
477. Dismissal of pending winding-up petition.
478. Vacation of office by receiver.
479. Company in administration.
480. Moratorium on other legal process.
481. Where administration application or administration order not yet granted.
482. Details to be stated on documents.
PROCESS OF ADMINISTRATION
483. Announcement of administrator’s appointment.
484. Administrator to be provided with statement of affairs of company.
485. Period within which to submit statement of affairs.
486. Administrator’s proposals.
487. Creditors’ meeting.
488. Requirement for initial creditors’ meeting.
489. Restrictions on summoning of initial creditors’ meeting.
490. Business and result of initial creditors’ meeting.
491. Revision of administrator’s proposal.
492. Failure to obtain approval of administrator’s proposals.
493. Further creditors’ meetings.
494. Creditors’ Committee.
495. Correspondence instead of creditors’ meeting.
FUNCTIONS OF ADMINISTRATOR
496. General powers.
497. Additional powers of administrator.
498. Power to remove or appoint director.
499. Power to call meetings of members and creditors.
500. Application for direction of Court.
501. Management power not to be exercised without consent of administrator.
503. Payments likely to achieve purpose of administration.
504. Custody and control of property.
505. Management of affairs of company.
506. Administrator as agent of company.
507. Charged property: floating charge.
508. Charged property: non-floating charge.
509. Hire-purchase property.
510. Protection for secured or preferential creditor.
511. Challenge to administrator’s conduct of company.
CESSATION OF ADMINISTRATION
513. Automatic cessation of administration.
514. When to make order under section 513 of this Act.
515. Meaning of consent for purposes of section 513 (2) (b) of this Act.
516. Form and extent of consent.
517. Cessation of administration by Court on application of administrator.
518. Termination of administration where objective is achieved.
519. Cessation of administration by Court on application of creditors.
520. Public interest winding-up.
521. Moving from administration to creditors’ voluntary liquidation.
522. Moving from administration to dissolution.
523. Discharge of administration order on cessation of administration.
524. Notice to the Commission on cessation of administration.
REPLACEMENT OF ADMINISTRATOR
525. Resignation of administrator.
526. Removal of administrator from office.
527. Administrator ceasing to be qualified.
528. Supplying vacancy in office of administrator.
529. Replacement of administrator appointed by Court order.
530. Replacement of administrator appointed by holder of floating charge.
531. Replacement of administrator appointed by company.
532. Replacement of administrator appointed by directors.
533. Replacement of administrator appointed by administration order.
534. Substitution of administrator by a competing floating charge-holder.
535. Substitution of administrator appointed by company or directors by creditors’ meeting.
536. Discharge from liability on vacation of office.
537. Charges and liabilities on vacation of office.
538. Joint and concurrent administrators.
539. Joint administrators.
540. Concurrent administrators.
541. Joint and concurrent administrators acting with administrator of company.
542. Presumption of validity.
543. Majority decision of directors.
545. Extension of time limit.
546. Variation of time.
547. Period extended under section 545 or 546.
548. Amendment of provision about time.
549. Interpretation of this Chapter.
CHAPTER 19 — RECEIVERS AND MANAGERS,
APPOINTMENT OF RECEIVERS AND MANAGERS
550. Disqualification for appointment as a receiver or manager.
551. Power of the court to appoint official receiver for debenture holders and other creditors.
552. Appointment of receivers and managers by the Court.
553. Receivers and managers appointed out of Court.
554. Power of a receiver or manager appointed out of Court to apply to the Court for directions.
555. Notification to the Commission that a receiver or manager has been appointed.
DUTIES, POWERS AND LIABILITIES OF RECEIVERS AND MANAGERS
556. Duties and powers of receivers and managers.
557. Liabilities of receivers and managers on contracts.
558. Power of the Court to fix remuneration on application of liquidator.
PROCEDURE AFTER APPOINTMENT
559. Information where receiver or manager appointed in respect of a floating charge.
560. Special provisions as to statement submitted to receiver.
ACCOUNTS BY RECEIVER OR MANAGER
561. Delivery to Commission of accounts of receivers and managers.
DUTY AS TO RETURNS
562. Enforcement of duty of receivers and managers to make returns, etc.
CONSTRUCTION OF REFERENCES
563. Construction of references to receivers and managers.
CHAPTER 20 — WINDING UP OF COMPANIES MODES OF WINDING UP
564. Modes of winding up.
565. Liability as contributories of present and past members.
566. Definition of contributory.
567. Nature of liability of contributory.
568. Contributories in case of death of member.
569. Contributories in case of bankruptcy of member.
CHAPTER 21 — WINDING UP BY THE COURT JURISDICTION
CASES IN WHICH COMPANY MAY BE WOUND UP
570. Jurisdiction as to winding up.
571. Circumstances in which companies may be wound up by Court.
572. Definition of inability to pay debts.
PETITION FOR WINDING-UP AND ITS EFFECTS
573. Provisions as to application for winding up.
574. Powers of Court on hearing petition.
575. Power to stay or restrain proceedings against company.
576. Avoidance of dispositions of property after commencement of winding up.
577. Avoidance of attachments.
COMMENCEMENT OF WINDING-UP
578. Commencement of a winding-up by the Court.
CONSEQUENCES OF INDING-UP ORDER
579. Copy of order to be forwarded to Commission.
580. Actions stayed on winding-up order.
581. Effect of winding-up order.
582. Definition of official receiver.
583. Statement of company’s affairs to be submitted to official receiver.
584. Report by official receiver.
585. Appointment, remuneration and title of liquidators.
586. Custody of company’s property.
587. Vesting of property of company in liquidator.
588. Powers of liquidator.
589. Liquidator to give information, to official receiver.
590. Exercise and control of liquidator’s powers.
591. Payments by liquidator into companies’ liquidation account.
592. Audit of liquidator’s account.
593. Books to be kept by liquidator.
594. Release of liquidator.
595. Control over liquidators.
COMMITTEE OF INSPECTION, SPECIAL MANAGER
596. Power to appoint committee of inspection after meeting of creditors and others.
597. Powers, etc. of committee of inspection.
598. Powers where no committee of inspection is appointed.
599. Power to appoint special manager.
600. Official receiver as receiver for debenture holders.
GENERAL POWERS OF COURT IN THE CASE OF WINDING-UP BY COURT
601. Power to stay winding-up.
602. Settlement of list of contributories and application of assets.
603. Delivery of property to liquidator.
604. Payments by contributory to company and set-off allowance.
605. Power of Court to make calls.
606. Power to order payment into companies’ liquidation account.
607. Order on contributory to be conclusive evidence.
608. Power to exclude creditors not proving in time.
609. Adjustment of rights of contributors.
610. Inspection of books by creditors and contributories.
611. Power to order costs of winding-up to be paid out of assets.
612. Power to summon persons suspected of having property of company, etc.
613. Power to order public examination of promoters, etc.
614. Power to arrest absconding contributory.
615. Powers of Court cumulative.
616. Delegation to liquidator of certain powers of Court.
617. Dissolution of company.
ENFORCEMENT OF AND APPEALS FROM ORDERS
618. Power to enforce orders.
619. Appeals from orders.
CHAPTER 22 — VOLUNTARY WINDING UP RESOLUTIONS FOR AND
COMMENCEMENT OF VOLUNTARY WINDING UP
620. Circumstances in which company may be wound-up voluntarily.
621. Notice of resolution to wind-up voluntarily.
622. Commencement of voluntary winding-up.
623. Effect of voluntary winding-up on business, etc., of company.
624. Avoidance of transfer, etc., after commencement of voluntary winding-up.
DECLARATION OF SOLVENCY
625. Statutory declaration of solvency where proposal to wind-up voluntarily.
PROVISIONS APPLICABLE TO A MEMBER’S VOLUNTARY WINDING-UP
626. Provisions applicable to a members’ voluntary winding-up.
627. Power to appoint liquidators.
628. Power to fill vacancy in office of liquidators.
629. Liquidator to call creditors’ meeting on insolvency.
630. Liquidator to call general meeting at end of each year.
631. Final meeting and dissolution.
632. Alternative provisions as to annual and final meetings in insolvency cases.
633. Books and accounts during members’ voluntary winding-up.
PROVISION APPLICABLE TO A CREDITOR’S VOLUNTARY WINDING-UP
634. Provisions applicable to creditors’ winding-up voluntarily.
635. Meeting of creditors.
636. Appointment of liquidator and cesser of directors’ powers.
637. Appointment of committee of inspection.
638. Fixing of liquidators’ remuneration.
639. Power to fill vacancy in the office of liquidator.
640. Liquidator to call meetings of company and others at the end of each year.
641. Final meeting and dissolution.
PROVISIONS APPLICABLE TO EVERY VOLUNTARY WINDING-UP
642. Provisions applicable to every voluntary winding-up.
643. Distribution of property of company.
644. Powers of liquidator in every voluntary winding-up.
645. Power of Court to appoint liquidator.
646. Power to apply to Court to determine questions or exercise powers.
647. Costs of voluntary winding-up.
648. Saving of rights of creditors and contributories.
CHAPTER 23 — WINDING UP SUBJECT TO SUPERVISION OF COURT
649. Power to order winding-up subject to supervision.
650. Effect of petition for winding-up subject to supervision.
651. Application of sections 576 and 577.
652. Power of Court to appoint and remove liquidators.
653. Effect of supervision order.
CHAPTER 24 — PROVISIONS APPLICABLE TO EVERY MODE OF WINDING-UP
654. Liquidator to give notice of appointment.
655. Debts of all descriptions may be proved.
656. Application of bankruptcy rules in certain cases.
657. Preferential payments.
EFFECT OF WINDING-UP AND ADMINISTRATION ON ANTECEDENT AND OTHER TRANSACTIONS
658. Fraudulent preference.
659. Transactions at an undervalue.
660. Liabilities and rights of certain fraudulently preferred persons.
661. Avoidance of attachments, on winding-up subject to supervision of the Court.
662. Effect of floating charge.
663. Disclaimer of onerous property.
664. Persons injured.
665. Supplies of gas, water, electricity, etc.
666. Restriction of rights of creditor as to execution, etc., on winding- up of company.
667. Duty of sheriff as to goods taken in execution.
OFFENCES ANTECEDENT TO OR IN COURSE OF WINDING-UP
668. Offences by officers of company in liquidation.
669. Falsification of books.
670. Frauds by officers of companies in liquidation.
671. Liability where proper accounts not kept.
672. Responsibility for fraudulent trading.
673. Wrongful trading.
674. Power of Court to assess damages against delinquent directors.
PROSECUTION OF DELINQUENT OFFICERS AND MEMEBRS OF A COMPANY
675. Prosecution of delinquent officers and members of a company.
SUPPLEMENTARY PROVISIONS AS TO WINDING-UP
676. Disqualifications for appointment as liquidator.
677. Corrupt inducement affecting appointment as liquidator.
678. Enforcement of duty of liquidator to make returns.
679. Notification that a company is in liquidation.
680. Exemption from stamp duty.
681. Books of company to be evidence.
682. Disposal of books and other papers of company.
683. Information as to pending liquidations and disposal of unclaimed assets.
684. Resolutions passed at adjourned meetings of creditors.
685. Power to make over assets to employees.
SUPPLEMENTARY POWERS OF COURT
686. Meetings to ascertain wishes of creditors and others.
687. Judicial notice of signatures of officers of Court.
688. Judicial notice of signatures of certain government officials.
689. Special commissioners for receiving evidence.
690. Affidavits in Nigeria and elsewhere.
PROVISIONS AS TO DISSOLUTION
691. Power of Court to void dissolution of company.
692. Power of Commission to strike off defunct company.
693. Property of dissolved company to be declared as bona vacantia.
694. Companies liquidation account defined.
695. Investment of surplus funds in government securities.
696. Separate accounts of particular estates.
RETURNS BY OFFICERS OF COURT
697. Returns by officers in winding-up.
ACCOUNT TO BE PREPARED ANNUALLY
698. Annual accounts of company winding-up and disposal.
CHAPTER 25 — WINDING UP OF UNREGISTERED COMPANIES
699. Winding-up of unregistered company.
700. Contributories in winding-up unregistered company.
701. Power of Court to stay or restrain proceedings.
702. Action stayed on winding-up order.
703. Provisions of this Part to be cumulative.
CHAPTER 26 — MISCELLANEOUS PROVISIONS APPLYING TO COMPANIES WHICH ARE INSOLVENT
704. Acting as insolvency practitioner.
705. Qualification of insolvency practitioner.
706. Recognition of professional body by the Commission.
707. Application for authorisation to act as insolvency practitioner.
708. Commission to notify the party of the refusal or withdrawal of authorisation.
709. Review of Commission’s decision.
CHAPTER 27 — ARRANGEMENTS AND COMPROMISE
710. Definition of arrangement.
711. Arrangement or compromise between two or more companies.
712. Provisions applicable to schemes or contacts involving transfer of shares in a company.
713. Provisions applicable to dissenting shareholders.
714. Arrangement on sale of company’s property during members’ voluntary winding-up.
715. Power to compromise with creditors and members.
716. Information as to compromise with creditors and members.
717. Moratorium on creditors voluntary winding up in a scheme of arrangement.
CHAPTER 28 — NETTING
718. Definition of applicable concepts.
719. Powers of a financial regulatory authority.
720. Enforceability of a qualified financial contract.
721. Enforceability of netting agreements.
CHAPTER 29 — MISCELLANEOUS AND SUPPLEMENTAL
APPLICATION OF THIS PART
722. Application of this Part.
723. Act to override memorandum, articles.
724. Application of Act to companies registered under former enactments.
725. Application of Act to companies registered but not formed.
726. Application of Act to unlimited companies registered under former enactments.
727. Restricted in this Schedule application of Act to unregistered companies.
728. Registered and head office of company.
729. Publication of name by company.
731. Form of register.
732. Rules of Court for winding-up of companies.
733. Certain companies to publish statement in prescribed form.
LEGAL PROCEEDINGS, ETC
734. Prosecution of offences.
735. Production of documents where offences suspected.
736. Costs in actions by certain limited companies.
737. Saving for privileged communications.
738. Power of Court to grant relief in certain cases.
739. Penalty for improper use of certain words.
740. Extended effect of penalty for offence of fraudulent trading.
741. Application of fines.
742. Application by the Commission to the Court for directions.
743. Alteration and application of Schedules, tables and forms.
744. Enforcement of duty of company to make returns to Commission.
745. Power of company to provide for employees on cessation or transfer of business.
PART C: THE LIMITED LIABILITY PARTNERSHIP
CHAPTER 1 — NATURE OF LIMITED LIABILITY PARTNERSHIP
746. Limited liability partnership to be body corporate.
748. Minimum number of partners.
749. Designated partner.
750. Liabilities of designated partners.
751. Changes in designated partners.
752. Penalty for contravention of sections 749 – 751.
CHAPTER 2 — INCORPORATION OF LIMITED LIABILITY PARTNERSHIP AND INCIDENTAL MATTERS
753. Incorporation documents.
754. Incorporation by registration.
755. Registered office of limited liability partnership and change therein.
756. Effect of registration.
758. Reservation of name and change of name.
759. Penalty for improper use of words, limited liability partnership or LLP.
760. Publication of name and limited liability.
CHAPTER 3 — PARTNERS AND THEIR RELATIONS
761. Eligibility to be partners.
762. Relationship of the partners.
763. Cessation of partnership interest.
764. Registration of changes in partners.
CHAPTER 4 — EXTENT AND LIMITATION OF LIABILITY OF LIMITED LIABILITY PARTNERSHIP AND PARTNERS
765. Partner as agent.
766. Extent of liability of limited liability partnership.
767. Extent of liability of partner.
768. Holding out.
769. Unlimited liability in case of fraud.
CHAPTER 5 — CONTRIBUTIONS
770. Form of contribution.
771. Obligation to contribute.
CHAPTER 6 — FINANCIAL DISCLOSURES
772. Maintenance of books of accounts, other records and audit.
773. Annual return.
CHAPTER 7 — ASSIGNMENT AND TRANSFER OF PARTNERSHIP RIGHTS
774. Partner’s transferable interest.
CHAPTER 8 — INVESTIGATION
775. Investigation of the affairs of limited liability partnership.
776. Application by partners for investigation.
777. Firm, body corporate or association not to be appointed as inspector.
778. Power of inspectors to carry out investigation into affairs of related entities, etc.
779. Production of documents and evidence.
780. Seizure of documents by inspector.
781. Inspector’s report.
782. Power to bring civil proceedings on limited liability partnership’s behalf.
783. Criminal proceedings and other proceedings by the Attorney-General of the Federation.
784. Power of the Commission to present winding-up petition.
785. Expenses of investigation.
786. Application for winding up of limited liability partnership.
787. Inspector’s report to be evidence.
CHAPTER 9 — FOREIGN LIMITED LIABILITY PARTNERSHIP
788. Foreign limited liability partnerships.
CHAPTER 10 — WINDING UP AND DISSOLUTION
789. Winding up and dissolution.
790. Circumstances in which limited liability partnership may be wound up by Court.
CHAPTER 11 — MISCELLANEOUS
791. Disclosure of significant control in a limited liability partnership.
792. Business transactions of partner with limited liability partnership.
793. Power of the Commission to strike defunct limited liability partnership off register.
794. Power to make rules.
PART D — THE LIMITED PARTNERSHIP
CHAPTER 1 — NATURE OF LIMITED PARTNERSHIP
795. Constitution of limited partnerships.
796. Partners in a limited partnership.
CHAPTER 2 — REGISTRATION OF LIMITED PARTNERSHIP AND INCIDENTAL MATTERS
797. Limited partnership to be registered.
798. Application for registration.
799. Certificate of registration.
800. Registration of changes in partnership.
801. Notice of change in status of general partner or assignment of share of limited partner.
802. Name of limited partnership.
803. Reservation of name and change of name of limited partnership.
804. Penalty for improper use of words “limited partnership” or “LP”.
805. Commission to keep register.
806. Modification of general law in case of limited partnerships.
807. Application of Part C.
808. Law as to private partnerships to apply where not excluded by this Act.
809. Inspection, etc. of documents.
810. Liability for false statement.
PART E: BUSINESS NAMES
CHAPTER 1 — ESTABLISHMENT OF BUSINESS NAMES REGISTRY; APPOINTMENT AND FUNCTIONS OF HEAD OF OFFICE AND OTHER OFFICERS
811. Establishment of business names registry in each state.
812. Appointment of head of office and other officers of business names registry.
813. Functions of the head of office.
CHAPTER 2 — REGISTRATION OF BUSINESS NAMES
814. Registration of business names.
815. Procedure for registration.
816. Entry of business name in the register.
817. Certificate of registration.
818. Registration of changes.
CHAPTER 3 — REMOVAL OF BUSINESS NAME FROM REGISTER
819. Removal of name from register.
CHAPTER 4 — MISCELLANEOUS AND SUPPLEMENTAL
820. Publication of true name.
821. Liability of person in default.
822. Annual returns.
PART F — INCORPORATED TRUSTEES
CHAPTER 1 — INCORPORATED TRUSTEES
823. Incorporation of trustees of certain communities, bodies and associations.
824. Classification of associations.
825. Method of application.
826. Qualification of trustees.
828. Advertisement and objections.
829. Registration and certificate.
830. Effect of registration and certificate.
831. Related associations.
CHAPTER 2 — CHANGES IN REGISTERED PARTICULARS OF INCORPORATED TRUSTEES
832. Change of name or object.
833. Alteration of provisions of the constitution.
834. Replacement and appointment of additional trustees.
835. Changes in contravention of certain provisions of this Part of this Act.
CHAPTER 3 — COUNCIL, POWERS, INCOME AND PROPERTY
836. Council or governing body.
837. Exercise of powers of trustee.
838. Application of income and property.
CHAPTER 4 — SUSPENSION OF TRUSTEES, APPOINTMENT OF INTERIM MANAGERS, ETC.
839. Suspension of trustees, etc., appointment of interim manager, etc.
CHAPTER 5 — COMMON SEAL AND CONTRACT
840. Common seal.
841. Contract of corporate body.
CHAPTER 6 — ACCOUNTS AND ANNUAL RETURNS
POWER TO DIRECT TRANSFER OF CREDIT IN DORMANT BANK
842. Accounts of dissolved incorporated trustees.
843. Accounts which cease to be dormant before transfer.
844. Dormant bank accounts: supplementary.
845. Bi-annual statement of affairs.
846. Accounting records and statement of accounts.
847. Preservation of accounting records.
848. Annual returns.
CHAPTER 7 — MERGER AND DISSOLUTION
849. Merger of associations.
850. Dissolution of a corporate body formed under this Act.
PART G — GENERAL
CHAPTER 1 — ESTABLISHMENT, ETC. OF ADMINISTRATIVE PROCEEDINGS COMMITTEE
851. Establishment, etc. of administrative proceedings committee.
852. Prohibited and restricted names.
853. Duty to seek comments of government department or other body.
854. Permitted characters.
855. Misleading information, etc.
856. Misleading indication of activities.
857. Objection to the registered name of a company, limited liability partnership, limited partnership, business name or incorporated trustees.
858. Decision of administrative proceedings committee to be made available to the public.
CHAPTER 3 — MISCELLANEOUS AND SUPPLEMENTAL
859. Resubmission of lost or destroyed registered documents.
860. Electronic documents.
861. Preservation of documents and inspection.
862. Penalty for false statements or information.
863. Penalty for carrying on business without registration.
864. Retention of records archived in soft copies.
865. Access to premises, etc.
866. Power to compound offences.
869. Repeal and savings.
COMPANIES AND ALLIED MATTERS ACT, 2019
An Act to repeal the Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria, 2004 and enact the Companies and Allied Matters Act, 2019 to provide for the incorporation of companies, limited liability partnerships, limited partnerships, registration of business names together with incorporation of trustees of certain communities, bodies, associations; and for related matters.
Commencement [7th of August 2020]
ENACTED by the National Assembly of the Federal Republic of Nigeria—
ALPHABETICAL INDEX TO THE LAWS OF NIGERIA (UPDATED)
LAWS MADE BY THE NATIONAL ASSEMBLY OF NIGERIA [1999 – 2019]