Nigerian Bar Final Corporate Law Practice cheat sheet

Companies and Allied Matters Act 2020 (CAMA) is the principal statute; Companies Registration is done with the Corporate Affairs Commission (CAC). Minimum membership for a private company is 2 and for a public company is 2; a single-member company is permitted where the memorandum states it is a single-member company (CAMA 2020, s.18).

Private company: restricts transfer of shares, limits members to 50 (excluding employees and former employees), prohibits public invitation to subscribe for shares. Public company: no membership cap and may offer shares to the public only through a prospectus or statement in lieu, filed with CAC and SEC.

Company name reservation: application to CAC for availability; prohibited names include those identical or misleadingly similar to existing names, names suggesting government or royal patronage without consent, and names that are offensive. Reserved name lapses if incorporation is not completed within 60 days (extendable).

Incorporation documents: memorandum of association (name, registered office, objects, liability, share capital, subscribers), articles of association (or Table A/ CAMA model articles where adopted), notice of registered address, statement of share capital, particulars of directors (minimum 2 for private and 3 for public), and a declaration of compliance.

Corporate personality: on incorporation the company becomes a body corporate with perpetual succession, capable of suing and being sued, holding property, and a common seal. Members' liability is limited to unpaid amounts on shares (company limited by shares) or to the guaranteed amount (company limited by guarantee).

Lifting the corporate veil: courts may disregard separate personality where the company is a mere sham or facade, used to evade legal obligations or perpetrate fraud, or where statute expressly pierces the veil (e.g. fraudulent trading, tax and insolvency provisions).

Company limited by guarantee: requires CAC approval, objects restricted to promotion of commerce, art, science, religion, charity, education, social or sporting purposes; profits and assets are applied to objects; no share capital; minimum of 2 members; name must end with 'Limited' or 'Ltd'.

Directors' duties under CAMA 2020: act in good faith in the best interests of the company, exercise powers for proper purposes, avoid conflicts of interest, exercise care, skill and diligence of a reasonably diligent person, and not fetter discretion. Duty of care is both subjective and objective.

Share capital concepts: authorised (nominal) share capital is stated in the memorandum; issued share capital is shares actually allotted; paid-up capital is amounts received. Allotment of shares to directors requires approval of the general meeting; pre-emptive rights apply to existing shareholders in private companies unless excluded by articles.

Annual general meeting (AGM): every company must hold its first AGM within 18 months of incorporation and thereafter once in every calendar year; interval between AGMs must not exceed 15 months. Private companies with a single member may dispense with AGMs where the articles so provide.

Notice of meeting: 21 days' notice for public companies and 14 days for private companies; notice must be in writing, state the date, time, place and general nature of business, and be given to all members, directors and auditors. Short notice requires the prescribed majority consent.

Quorum: two members present in person or by proxy for a private company; three for a public company, unless the articles provide otherwise. If no quorum within 30 minutes, the meeting stands adjourned to the same day in the next week at the same time and place.

Ordinary resolution: simple majority of votes cast at a general meeting. Special resolution: at least 75% of votes cast (three-quarters majority) with 21 days' notice; used for altering the memorandum or articles, changing the company name, reduction of share capital, and voluntary winding up.

Proxy: a member may appoint a proxy to attend and vote; notice of the right to appoint a proxy must be included in the notice of meeting. Proxies are counted for quorum where the articles so provide.

Statutory registers and returns: register of members, register of directors and secretaries, register of charges, and minute books must be kept at the registered office (or prescribed place). Annual return (Form CAC 10) must be filed with CAC within 42 days after the AGM.

Company secretary: mandatory for public companies; private companies may appoint a secretary but are not obliged to. The secretary must be a member of a recognized professional body (e.g. ICAN, NBA, ICSAN) or a person with requisite experience.

Insolvency and winding up: winding up may be by members' voluntary, creditors' voluntary, or compulsory (court) process. Grounds for compulsory winding up include inability to pay debts (statutory demand unpaid within 21 days), special resolution, and just and equitable grounds.

Corporate insolvency tools under CAMA 2020 (as amended by the Business Facilitation Act): administration, company voluntary arrangement (CVA), and netting of financial contracts. The Companies Winding Up Rules 2001 govern procedure for compulsory winding up in the Federal High Court.