Nigerian Bar Final Corporate Law Practice flashcards

33 cards. Read the term and the definition here. The deck at the top of this page is optional.

Corporate personality

Doctrine that an incorporated company is a legal person distinct from its members, with perpetual succession, capacity to own property, sue and be sued, and limited liability of members.

Companies Registration (CAC)

The Corporate Affairs Commission is the statutory body that reserves names, incorporates companies, registers charges, and receives annual returns under CAMA 2020.

Private company

A company whose articles restrict share transfer, limit membership to fifty excluding employees, and prohibit any invitation to the public to subscribe for shares.

Public company

A company that may offer shares to the public, has no membership cap, and must file a prospectus or statement in lieu before making a public offer.

Company limited by guarantee

A no-share-capital company whose members guarantee a fixed amount, restricted to charitable, educational, religious, scientific, or similar objects, approved by CAC.

Memorandum of association

Constitutional document stating the company name, registered office, objects, liability of members, share capital, and subscriber details; filed with CAC at incorporation.

Articles of association

Internal rules governing management, meetings, shares, and directors, filed with CAC; may adopt model articles or the company's own bespoke provisions.

Single-member company

A company with one member permitted under CAMA 2020 where the memorandum expressly states it is a single-member company, with the sole member exercising general meeting powers.

Lifting the corporate veil

Judicial or statutory disregard of separate personality where the company is a sham, used for fraud, or where legislation expressly pierces the veil.

Ultra vires

Acts beyond the objects or powers conferred on the company; under CAMA 2020 objects clauses are optional and acts are generally not invalid solely for lack of capacity.

Directors' fiduciary duty

Directors must act in good faith in the company's best interests, exercise powers for proper purposes, and avoid conflicts of interest and secret profits.

Duty of care and skill

Directors must exercise the care, skill and diligence of a reasonably diligent person with both the general knowledge expected of a director and their actual expertise.

Annual general meeting

A meeting of members held once each calendar year, with the first held within 18 months of incorporation and intervals between meetings not exceeding 15 months.

Special resolution

A resolution passed by at least 75% of votes cast at a general meeting on 21 days' notice, required for altering the memorandum, articles, or company name.

Ordinary resolution

A resolution passed by a simple majority of votes cast by members entitled to vote at a general meeting, used for routine decisions such as appointing directors.

Quorum at general meeting

Two members present in person or by proxy for a private company; three for a public company, unless the articles specify otherwise.

Proxy

A person appointed in writing by a member to attend and vote at a meeting on the member's behalf; notice of the right to appoint must appear in the meeting notice.

Annual return

A statutory filing with CAC (Form CAC 10) made within 42 days after the AGM, confirming directors, members, share capital, and registered office details.

Register of members

A statutory record kept at the registered office listing members' names, addresses, shares held, and dates of entry, open to inspection by members.

Register of charges

A register kept by the company and CAC recording mortgages and charges over company assets, which must be registered within the statutory period to be valid.

Company secretary

An officer responsible for statutory records and compliance; mandatory for public companies and required to be a qualified professional or experienced person.

Pre-emptive rights

The right of existing shareholders to be offered new shares in proportion to their holdings before allotment to outsiders, unless excluded by the articles.

Authorised share capital

The nominal capital stated in the memorandum as the maximum value of shares the company may issue, unless increased by ordinary resolution.

Issued share capital

The total nominal value of shares actually allotted to shareholders, which may not exceed the authorised share capital stated in the memorandum.

Paid-up capital

The portion of issued share capital for which shareholders have actually paid the company, distinguishing it from amounts merely subscribed or called.

Dividend declaration

A distribution of profits to shareholders, recommended by directors and declared by the general meeting, payable only out of distributable profits.

Compulsory winding up

Court-ordered liquidation, typically on grounds of inability to pay debts, a special resolution, or where it is just and equitable to wind up.

Statutory demand

A formal written demand requiring a company to pay a debt; failure to pay, secure, or compound it within 21 days supports a winding-up petition.

Members' voluntary winding up

A solvent liquidation commenced by special resolution where directors declare in writing that the company can pay its debts in full within a stated period.

Creditors' voluntary winding up

An insolvent liquidation commenced by special resolution where no valid solvency declaration is made, with creditors controlling the liquidation process.

Administration

A rescue procedure placing the company under an administrator to achieve survival as a going concern or a better result for creditors than winding up.

Company voluntary arrangement

A compromise or arrangement between a company and its creditors, proposed by directors or an administrator and approved by the requisite majority of creditors.

Fraudulent trading

Carrying on business with intent to defraud creditors or for a fraudulent purpose, exposing directors to personal liability and criminal sanctions on winding up.