ICSAN Corporate Law cheat sheet

Primary statute: Companies and Allied Matters Act (CAMA) 2020, which repealed and replaced CAMA 1990; it governs incorporation, management, meetings, capital, insolvency and winding up.

CAMA 2020 introduced innovations including single-member companies, limited liability partnerships and limited partnerships, electronic meetings and filings, and the Business Facilitation Act amendments.

Secondary legislation and regulation: Corporate Affairs Commission (CAC) regulations and guidelines, Securities and Exchange Commission (SEC) rules under the Investments and Securities Act, and Central Bank of Nigeria corporate governance codes.

Case law forms a major source: English common law and equity received into Nigeria, plus Nigerian Supreme Court decisions such as Salomon v Salomon adopted in Nigerian jurisprudence.

Received English law applies by virtue of the Interpretation Act and pre-1960 statutes of general application; common law, doctrines of equity and statutes of general application in force in England on 1 January 1900 apply so far as local circumstances permit.

Nigerian legislation hierarchy: Constitution > CAMA and other Acts > subsidiary legislation (regulations, CAC guidelines) > judicial precedent > customary and Islamic law where applicable.

Regulatory bodies: CAC (registration and supervision), SEC (capital market), CBN (banking), NAICOM (insurance), FCCPC (competition and consumer protection), and the Nigeria Financial Intelligence Unit for AML compliance.

Corporate governance codes are not statutes but influence enforcement: Nigerian Code of Corporate Governance 2018 (NCGC), SEC Code for public companies, and CBN codes for banks; non-compliance may attract regulatory sanction.

Salomon v Salomon & Co Ltd (1897) established that a company is a separate legal person distinct from its shareholders, members and directors.

Consequences of separate personality: the company owns property, contracts in its own name, sues and is sued in its own name, and has perpetual succession unaffected by member death.

Limited liability: members' liability is limited to unpaid amounts on their shares (company limited by shares) or to the amount guaranteed (company limited by guarantee); directors may still be personally liable for torts, fraud or personal guarantees.

The rule in Foss v Harbottle: where a wrong is done to the company, the proper plaintiff is the company, and the court will not interfere in internal management matters.

Exceptions to Foss v Harbottle include fraud on the minority, acts requiring special majority, illegal or ultra vires acts, and personal rights of members.

Corporate personality is not a shield for crime: a company can be criminally liable through the directing mind and will doctrine (identification principle) for offences committed by senior officers.

A company cannot be its own member; a subsidiary cannot hold shares in its holding company, subject to limited statutory exceptions.

Lifting the veil is exceptional: courts disregard separate personality where the corporate form is used as a sham, fraud, or to evade legal obligations.

Statutory lifting: CAMA permits veil lifting where the number of members falls below the statutory minimum, where membership is reduced below two for a company other than a single-member company, or where the company carries on business for more than six months after that reduction with knowledge.

Statutory lifting: directors and officers may be personally liable for the company's debts where they carry on business with intent to defraud creditors, or where the company's name is not properly displayed and a person suffers loss.

Judicial lifting: fraud or sham (Gilford Motor Co Ltd v Horne; Jones v Lipman), enemy character in wartime (Daimler Co Ltd v Continental Tyre and Rubber Co), and where the company is an agent or mere facade for its controller.

Group enterprise lifting: courts may treat a group as a single economic unit where the subsidiary is a mere agent of the holding company; Nigerian courts are cautious and require evidence of control and impropriety.

Pre-incorporation contracts under CAMA 2020 section 96: a contract purporting to be made by a company before incorporation is not binding on the company but is binding on the person who purported to act for the company.

The promoter who signs a pre-incorporation contract may be personally liable; the company may later adopt the contract by novation or by entering a fresh contract after incorporation.

A company cannot ratify a pre-incorporation contract retrospectively because it did not exist at the time; adoption requires a new agreement supported by consideration.

Practical rule: draft pre-incorporation contracts with a novation clause and an express escape route for the promoter, and ensure the post-incorporation board passes a resolution adopting the benefit.

Incorporation requirements under CAMA 2020: at least two subscribers for most companies, one for a single-member company; memorandum and articles, notice of registered address, statement of capital, and particulars of first directors and secretary.

Minimum share capital: no general statutory minimum for private companies, but regulated sectors impose thresholds (for example, banks, insurers and capital market operators under sector rules).

Types: private company limited by shares (LTD), public company limited by shares (PLC), company limited by guarantee (no share capital, for charitable or non-profit purposes), unlimited company, and single-member company.

Name reservation: application to CAC for availability, followed by incorporation within the statutory period; prohibited names include those likely to mislead, impersonate, or suggest government connection without consent.

Memorandum of association contains the name clause, registered office clause, objects clause, liability clause, capital clause and subscription clause; the objects clause under CAMA 2020 may be unrestricted.

Articles of association regulate internal management; model articles (Table A for companies limited by shares, Table B for guarantee companies) apply where articles are not registered or are silent.

The articles constitute a contract between the company and its members and between members inter se, but not between the company and outsiders; alteration requires special resolution subject to statutory limits.

Certificate of incorporation is conclusive evidence that the company is duly registered and the requirements of CAMA have been complied with; incorporation takes effect from the date stated on the certificate.

Post-incorporation compliance: appointment of auditor within 90 days, filing of annual returns, display of company name and registration number at the registered office, and keeping statutory registers.

A promoter is a person who undertakes to form a company or takes steps to procure its incorporation; fiduciary duties include not making secret profits and accounting to the company for benefits received.

Pre-incorporation expenses: promoters may be reimbursed only where the company adopts the expense, usually by resolution of the board or under the articles.

A prospectus is any notice, circular, advertisement or other invitation offering shares or debentures to the public; it must contain the prescribed particulars and be registered with CAC and approved by SEC where the offer is to the public.

Misleading prospectus: directors and promoters are liable for untrue statements unless they can prove reasonable belief or withdrawal of consent; civil liability and criminal sanctions apply.

Exemptions from prospectus requirements include private placements to a limited number of persons, offers to sophisticated or qualified investors, and offers below the SEC threshold.

SEC rules require registration of securities, a registered prospectus, and compliance with the Investments and Securities Act 2025 (which replaced the ISA 2007); public offers require SEC approval before allotment.

Capital raising routes: public offer, rights issue, private placement, preferential allotment, convertible instruments, and debt securities (bonds, commercial paper) subject to SEC and CBN rules.

Allotment of shares must comply with the articles and CAMA; return of allotment must be filed with CAC within one month of allotment.

Share capital classes: authorised (nominal) share capital and issued share capital; under CAMA 2020 the concept of authorised share capital is abolished for new companies, which must state issued share capital.

Share types: ordinary shares (voting, dividend, residual rights), preference shares (fixed dividend and priority on winding up, voting restricted), deferred or founders' shares, and redeemable shares.

Alteration of share capital: increase, consolidation, subdivision, conversion and cancellation require shareholder approval by ordinary or special resolution as prescribed; notice must be filed with CAC.

Share transfers: private companies restrict transfers in the articles (pre-emption, board approval); public company shares are freely transferable subject to SEC and exchange rules.

Membership: a person becomes a member on entry in the register of members; the register is prima facie evidence of membership, and a share certificate is prima facie evidence of title.

Shareholder rights: right to receive notice, attend and vote at meetings, receive dividends when declared, inspect statutory registers, receive annual accounts, and apply for remedies for oppression or unfair prejudice.

Dividends may only be paid out of distributable profits; the capital maintenance doctrine prohibits return of capital to members except through lawful reduction, redemption or winding up.

Minority protection: CAMA provides for derivative actions, personal actions, class actions, and the court's power to wind up on just and equitable grounds; SEC and CAC rules reinforce disclosure.

Directors are appointed by members in general meeting or by the board to fill casual vacancies; a public company must have at least three directors, a private company at least two (one for a single-member company).

Directors' powers are exercised collectively by the board, subject to the memorandum and articles, and to directions given by special resolution of members.

Directors' duties under CAMA 2020 include acting in good faith in the best interests of the company, exercising powers for proper purposes, avoiding conflicts of interest, and exercising care, skill and diligence.

Secretary: a public company must have a qualified secretary; a private company may appoint one but need not; the secretary's duties include statutory filings, minute keeping and advising the board on compliance.

Corporate governance codes: NCGC 2018 applies to all companies on a 'apply and explain' basis; SEC Code applies to public companies; CBN Code applies to banks and financial institutions.

Board committees: audit committee (statutory under CAMA, with equal shareholder and director representation for public companies), risk committee, remuneration committee and nomination committee.

Directors' remuneration is fixed by the board or by members in general meeting; disclosure is required in the annual report for public companies.

Disqualification: a person may be disqualified from acting as director by court order, bankruptcy, conviction for fraud or dishonesty, or failure to comply with statutory filing obligations.

Fiduciary duties: good faith, proper purpose, no secret profit, no conflict of interest, and independent judgement; the duty is owed to the company, not to individual shareholders.

Duty of care, skill and diligence: measured objectively by the knowledge, skill and experience reasonably expected of a director, and subjectively by their actual knowledge.

Self-dealing: a director must disclose any interest in a proposed transaction to the board; the transaction may be approved by disinterested directors, and the interested director may not vote.

CAMA 2020 regulates loans to directors: a company may not make loans to directors or connected persons except with member approval, and public companies face stricter restrictions.

Related party transactions: disclosure in the annual report, approval by the board or members where material, and compliance with SEC and exchange rules for listed companies.

Corporate opportunity doctrine: a director may not divert a business opportunity that the company could have taken; liability arises even if the company was not able to exploit it.

Conflict of interest must be entered in the register of directors' interests and disclosed at board meetings; failure can lead to rescission, account of profits, or damages.

Remedies for breach: injunction, damages, account of profits, rescission of the transaction, restitution, and disqualification; the company may also ratify a breach by disinterested members' resolution where permitted.

Annual general meeting: a public company must hold an AGM within six months of the financial year end; a private company is not obliged to hold an AGM but must file annual returns.

Extraordinary general meeting: convened by the board or on requisition by members holding at least 10% of paid-up capital; notice must be given to all members entitled to attend.

Notice periods: 21 days for AGM of public companies, 14 days for other meetings unless the articles provide otherwise; shorter notice requires consent of the requisite majority.

Quorum: two members personally present for a company with more than one member; one member for a single-member company; quorum must be present throughout the meeting.

Resolutions: ordinary resolution requires simple majority of votes cast; special resolution requires not less than 75% of votes cast; written resolutions may be used by private companies under CAMA 2020.

Voting: show of hands unless a poll is demanded; proxies are permitted and must be lodged within the time stated in the notice; corporate members vote through authorised representatives.

Shareholder remedies: personal action for breach of personal rights, derivative action on behalf of the company, class action, petition for unfair prejudice or oppression, and just and equitable winding up.

Derivative action under CAMA 2020: a member may apply to court for leave to bring proceedings on behalf of the company where the company has not done so, subject to notice and good faith requirements.

Accounting records: every company must keep proper books of account, including records of assets and liabilities, receipts and expenditure, and stock and sales; records must be kept for at least six years.

Financial statements: prepared in accordance with accounting standards (IFRS or IFRS for SMEs as applicable) and filed with CAC as part of the annual return.

Auditor appointment: every company must appoint an auditor at each AGM or within 90 days of incorporation; the auditor must be a member of a recognised professional body (ICAN, ANAN).

Auditor's duties: form an opinion on whether the financial statements give a true and fair view, report to members, and have a right of access to books and to attend general meetings.

Auditor's independence: the auditor must not be an officer, employee, or have a prohibited financial interest in the company; rotation and non-audit service restrictions apply for public interest entities.

Annual returns: filed with CAC within 42 days of the AGM or within the prescribed period; must include the financial statements, particulars of directors and secretary, and the register of members summary.

Statutory registers: register of members, register of directors and secretaries, register of charges, register of debenture holders, minute books, and register of interests in shares; open to inspection by members and, in some cases, the public.

Penalties: late filing attracts daily default fees; failure to keep records or file returns may lead to strike-off from the register, director disqualification, and fines.

Scheme of arrangement: a compromise or arrangement between a company and its members or creditors requires court approval; the court convenes meetings of the relevant classes, and approval requires a majority in number representing 75% in value of those present and voting.

Court sanction: after class approval, the court may sanction the scheme; the order is binding on all members and creditors and must be filed with CAC.

Merger and acquisition: CAMA 2020 and the FCCPC merger control regime require notification to the Federal Competition and Consumer Protection Commission for mergers meeting turnover or asset thresholds.

Takeover: regulated by SEC rules under the ISA; a mandatory takeover bid is triggered when a person acquires 30% or more of the voting shares of a public company, or makes a bid for control.

Squeeze-out and sell-out rights: a bidder who acquires 90% or more of the shares may compulsorily acquire the remaining shares; dissenting shareholders have appraisal or sell-out rights.

Reconstruction: transfer of undertaking or shares to another company under a scheme; requires member approval, creditor protection, and tax clearance from the Federal Inland Revenue Service.

Due diligence in M&A: corporate, financial, tax, regulatory and litigation checks; warranties and indemnities in the sale and purchase agreement protect the buyer.

Post-merger integration: file the scheme with CAC, update registers, notify SEC and FCCPC, and comply with sector regulator approvals (CBN, NAICOM, NCC).

Modes of winding up: members' voluntary winding up (solvent), creditors' voluntary winding up (insolvent), and compulsory winding up by court order.

Grounds for compulsory winding up: inability to pay debts, just and equitable ground, failure to commence business within a year, reduction of members below the statutory minimum, and default in filing statutory returns.

Inability to pay debts: cash flow test (unable to pay debts as they fall due) and balance sheet test (liabilities exceed assets); statutory demand for a sum due and unpaid for 21 days is evidence of insolvency.

Liquidation process: appointment of liquidator, stay of proceedings, realisation of assets, distribution to preferential creditors, secured creditors, unsecured creditors, and members in that order.

Preferential debts: employees' wages, statutory deductions (PAYE, VAT, pension contributions), and certain government claims rank ahead of unsecured creditors.

Corporate rescue options: administration, scheme of arrangement, company voluntary arrangement (CVA), and receivership; CAMA 2020 provides for administration and netting of financial contracts.

Directors' liability on insolvency: wrongful trading and fraudulent trading provisions impose personal liability where directors continued trading knowing the company could not avoid insolvent liquidation.

Voidable preferences and transactions at undervalue: transactions entered within the statutory look-back period before winding up may be set aside by the liquidator.

CAC compliance calendar: annual returns within 42 days of AGM, audited financial statements filed with returns, changes in directors or secretary notified within 14 days, registered office changes notified within 14 days.

AML/CFT: companies in regulated sectors must register with the Special Control Unit against Money Laundering (SCUML), conduct customer due diligence, and report suspicious transactions to the NFIU.

Data protection: the Nigeria Data Protection Act 2023 requires lawful processing, appointment of a data protection officer where applicable, and breach notification to the Nigeria Data Protection Commission.

Professional ethics for lawyers and company secretaries: confidentiality, avoidance of conflicts, integrity, competence, and compliance with the Rules of Professional Conduct (NBA) and ICAN/ANAN codes.

Corporate governance compliance: board diversity, independent directors for public companies, whistleblowing policy, and anti-corruption compliance under the Corrupt Practices and Other Related Offences Act.

Tax compliance: Companies Income Tax Act, VAT, PAYE, and withholding tax obligations; tax clearance certificates are required for certain regulatory approvals, including mergers.

Regulatory filings: SEC returns for public companies, CBN returns for banks, NAICOM returns for insurers, and FCCPC notifications for mergers and anti-competitive conduct.

Consequences of non-compliance: fines, strike-off, director disqualification, loss of operating licence, and personal liability for officers; due diligence should verify compliance status before transactions.

CAMA 2020 is the principal statute; the Business Facilitation Act 2023 amended certain provisions to ease compliance, including electronic filing and single-member companies.

The Constitution of the Federal Republic of Nigeria 1999 (as amended) is supreme; any inconsistent statute or regulation is void to the extent of inconsistency.

Received English law: common law, equity and statutes of general application in force in England on 1 January 1900 apply in Nigeria where local circumstances permit.

Judicial precedent: Supreme Court decisions bind all lower courts; Court of Appeal decisions bind High Courts; decisions of foreign courts are persuasive only.

Subsidiary legislation: CAC regulations, SEC rules and codes, CBN circulars, and sector regulator guidelines have the force of law where made under enabling statutes.

Customary and Islamic law may govern personal status and certain commercial matters in northern states, but not the incorporation and management of companies.

International instruments: Nigeria is a member of OHADA-adjacent frameworks only for cross-border matters; it is not an OHADA member, and Nigerian company law remains common-law based.

Regulatory overlap: the FCCPC, SEC, CAC and sector regulators may all have jurisdiction over a transaction; identify the lead regulator and obtain all required approvals.

A company has legal personality from the date of incorporation stated on the certificate; it can own property, enter contracts, sue and be sued in its own name.

Perpetual succession: the company continues to exist despite changes in membership, death of members, or transfer of shares.

A company may be a member of another company; a subsidiary may not hold shares in its holding company, and a company may not be its own member.

The company's property is distinct from members' property; members have no insurable interest in company property and cannot claim it individually.

Directors are agents of the company, not of the shareholders; their acts bind the company where within actual or apparent authority.

The identification principle: the company's state of mind is that of its directing mind and will, usually the board or senior officers authorised to act.

Corporate groups: each company in a group is a separate legal person; parent company liability for subsidiary debts requires fraud, agency, or statutory lifting.

Lifting the veil is not a general remedy for creditor dissatisfaction; it requires a recognised statutory or judicial ground.

CAMA 2020 section 96: a pre-incorporation contract is not binding on the company but binds the person who purported to act for the company, subject to any agreement to the contrary.

The company may adopt the contract after incorporation by novation, board resolution, or conduct showing adoption; adoption requires the consent of the other party.

Statutory veil lifting for fraudulent trading: where business is carried on with intent to defraud creditors, the court may declare that persons knowingly party to the fraud are personally liable for the company's debts.

Statutory veil lifting for failure to display the company name: officers may be personally liable for losses suffered by third parties who relied on the absence of the name.

Judicial veil lifting for sham or facade: where the company is a mere cloak for the controller's wrongdoing (Gilford Motor Co Ltd v Horne; Jones v Lipman).

Judicial veil lifting for enemy character: a company controlled by enemy aliens may be treated as an enemy for wartime purposes (Daimler Co Ltd v Continental Tyre and Rubber Co).

Judicial veil lifting for group agency: where a subsidiary acts as the agent of the holding company, the court may treat the group as one economic unit.

Promoters' liability: a promoter who signs a pre-incorporation contract without authority may be personally liable; include an express novation clause to manage risk.

CAC incorporation process: name reservation, completion of incorporation forms, payment of fees, and issuance of certificate of incorporation; the process is now largely electronic.

A single-member company is permitted under CAMA 2020; the sole member cannot also be the sole director and secretary in all cases, and the memorandum must state the single-member status.

A company limited by guarantee requires CAC approval of the memorandum and objects, and the consent of the Attorney-General of the Federation where the object is charitable or religious.

An unlimited company has no limit on members' liability; it may reduce capital without court approval in certain circumstances and is used for partnership-like structures.

The objects clause may be unrestricted under CAMA 2020; if restricted, acts outside the objects may be ultra vires and void at common law, though CAMA 2020 limits the ultra vires doctrine.

Alteration of the memorandum: name change requires special resolution and CAC approval; change of objects requires special resolution; change of registered office requires notice to CAC.

The articles may be altered by special resolution; alteration cannot exceed the memorandum, cannot require a member to take more shares, and cannot increase liability without consent.

Statutory books and records must be kept at the registered office or a place notified to CAC; members have a right to inspect them on payment of a fee.

Promoter's fiduciary duty: account for secret profits, avoid conflicts, and disclose all material facts to the company and to the board.

Remedies against promoters: rescission of the contract, account of profits, damages for breach of fiduciary duty, and criminal liability for untrue statements in a prospectus.

Prospectus contents: company particulars, directors' details, share capital, business description, risk factors, financial statements, and use of proceeds; must be dated and registered.

SEC approval is required for public offers; the SEC reviews the prospectus for completeness and may require amendments before approval.

Private placement: offer to a limited number of persons or qualified investors, exempt from full prospectus requirements but subject to SEC notification and disclosure rules.

Rights issue: offer to existing shareholders in proportion to their holdings; requires board resolution and, for public companies, SEC approval of the offer document.

Debt securities: commercial paper and bonds require SEC registration and, for banks, CBN approval; credit rating may be required for public issues.

Allotment and return: file return of allotment with CAC within one month; update the register of members and issue share certificates within two months.

CAMA 2020 abolished authorised share capital for new companies; companies must state issued share capital in the memorandum, and existing companies may retain authorised capital until altered.

Share premium: consideration above nominal value is credited to a share premium account, which is treated as capital and may only be applied for limited purposes (bonus issue, expenses of issue, premium on redemption).

Capital maintenance: a company may not return capital to members except by lawful reduction (court-approved or solvency-statement route for private companies), redemption of redeemable shares, or winding up.

Share certificates: must be issued within two months of allotment or transfer; a certificate is prima facie evidence of title, not conclusive.

Transmission of shares: on death or bankruptcy, the successor's rights are limited until registered as a member; the estate is entitled to dividends and transfer.

Class rights: variation of class rights requires the consent of 75% of the class or a special resolution of the class; dissenters may apply to court.

Minority protection: the court may grant relief for oppression where the affairs of the company are conducted in a manner unfairly prejudicial to members.

Insider dealing and market abuse: SEC rules prohibit dealing on inside information; disclosure of directors' dealings is required for listed companies.

Board composition: executive and non-executive directors; public companies should have independent directors under the NCGC and SEC Code.

Chairman and CEO separation: the NCGC recommends separation of the roles of chairman and chief executive officer for public companies.

Board meetings: notice must be given to all directors; quorum as provided in the articles; minutes must be kept and signed by the chairman.

Directors' appointment: first directors named in the incorporation documents; subsequent appointments by board or members; casual vacancies filled by the board.

Removal of directors: members may remove a director by ordinary resolution before the expiration of the term, notwithstanding the articles or any agreement; special notice is required.

Secretary's statutory duties: file annual returns, maintain registers, give notices of meetings, keep minutes, and certify documents.

Audit committee: for public companies, the committee comprises equal numbers of directors and shareholder representatives; members must be able to read and understand financial statements.

Corporate governance reporting: public companies must disclose compliance with the NCGC in their annual report on an 'apply and explain' basis.

Duty of good faith: directors must act honestly in the best interests of the company as a whole, considering the interests of members, employees and creditors where relevant.

Duty to exercise powers for proper purposes: powers granted for a specific purpose cannot be used for a collateral purpose, even if the director believes it benefits the company.

Duty to avoid conflicts: a director must not place themselves in a position where personal interest conflicts with company interest; disclosure and recusal are required.

Interested director: must disclose the nature and extent of the interest at the board meeting; the interested director is not counted in the quorum and may not vote on the transaction.

Loans to directors: prohibited unless approved by members in general meeting; the prohibition extends to connected persons and to guarantees for directors' debts.

Register of directors' interests: must be kept and open to inspection; entries must be made within the prescribed period.

Ratification: a breach of duty may be ratified by disinterested members' resolution, but not where it involves fraud on the minority or illegality.

Remedies: injunction, damages, account of profits, rescission, and disqualification; the company may also recover property transferred in breach of duty.

Convening authority: the board convenes general meetings; members holding at least 10% may requisition an EGM, and the board must convene within 21 days of the requisition.

Notice: must be in writing, state the time, place, nature of business, and include the text of special resolutions; accidental failure to give notice to a member does not invalidate the meeting.

Chairman: presides over meetings; has a casting vote only if the articles so provide; must maintain order and ensure proper conduct of business.

Proxy: a member may appoint a proxy to attend and vote; the instrument must be deposited at the registered office within the time stated in the notice (usually 48 hours before the meeting).

Written resolutions: private companies may pass written resolutions without a meeting; the resolution must be signed by the requisite majority and circulated to all eligible members.

Class meetings: separate meetings of a class of shareholders are required to vary class rights; the same quorum and voting rules apply.

Unfair prejudice petition: a member may apply to court for relief where the company's affairs are conducted in a manner unfairly prejudicial to their interests.

Just and equitable winding up: the court may wind up a company where it is just and equitable, for example where there is a breakdown of trust and confidence among quasi-partners.

Books of account: must be kept at the registered office or a place notified to CAC, and must be preserved for six years from the date of the last entry.

Financial statements: must be prepared for each financial year, laid before the members at the AGM (public companies), and filed with CAC.

Auditor's report: must state whether the financial statements give a true and fair view and comply with the accounting standards; the report is laid before members.

Auditor's removal: members may remove the auditor by ordinary resolution before the end of their term, subject to special notice and the auditor's right to make representations.

Annual return contents: registered office, directors and secretary particulars, issued share capital, members' particulars, and the financial statements.

Inspection rights: members may inspect the register of members, register of directors, minute books and financial statements; the public may inspect certain registers on payment of a fee.

Minute books: minutes of general meetings and board meetings must be kept and signed by the chairman; they are prima facie evidence of the proceedings.

Electronic records: CAMA 2020 permits electronic filing and record-keeping, subject to CAC guidelines on the format and retention of records.

Scheme of arrangement procedure: application to court for an order convening class meetings, explanatory statement to members and creditors, class meetings, court sanction, and filing of the court order with CAC.

Class definition: classes are determined by the similarity of rights and interests; the court will not sanction a scheme if classes were improperly constituted.

Merger control: FCCPC notification is mandatory for mergers meeting thresholds; the FCCPC may approve, approve with conditions, or prohibit the merger.

Takeover bid: must be made to all shareholders of the same class on equal terms; the bidder must disclose the source of funds and any agreements with directors.

Mandatory bid: triggered at 30% or more of voting rights; the bidder must make a cash offer at the highest price paid in the preceding 12 months.

Directors' duties in takeovers: must act in the best interests of the company and not frustrate a bona fide offer without shareholder approval (no frustrating action rule).

Squeeze-out: a bidder holding 90% or more of the shares may compulsorily acquire the remaining shares; minority shareholders may apply to court to dissent.

Tax and regulatory clearances: FIRS tax clearance, SEC approval, and sector regulator consent (CBN, NAICOM, NCC) are required before completion.

Voluntary winding up: members' voluntary winding up requires a declaration of solvency by the directors; creditors' voluntary winding up is used where the company is insolvent.

Compulsory winding up: petition to the court by the company, a creditor, a contributory, or the regulator; the court may appoint a provisional liquidator before the hearing.

Effects of winding up order: proceedings against the company are stayed, the liquidator takes control of assets, and the company ceases to carry on business except as necessary for winding up.

Liquidator's powers: realise assets, bring and defend proceedings, pay creditors, distribute surplus to members, and investigate directors' conduct.

Priority of claims: secured creditors (enforce security), preferential creditors (employees, tax), unsecured creditors, and members; floating charge holders may be subordinated to preferential debts.

Administration: a moratorium on enforcement, appointment of an administrator, rescue of the company as a going concern, and a statutory purpose hierarchy.

Company voluntary arrangement (CVA): a composition or arrangement with creditors approved by 75% in value of creditors and supervised by a nominee.

Wrongful trading: directors may be personally liable where they continued trading after they knew or ought to have known that insolvent liquidation was inevitable.

CAC filing deadlines: annual return within 42 days of AGM; notice of change of directors or secretary within 14 days; notice of change of registered office within 14 days; return of allotment within one month.

Beneficial ownership register: CAMA 2020 requires companies to keep a register of beneficial owners and file it with CAC; failure attracts penalties.

SCUML registration: required for designated non-financial businesses and professions, including law firms and accounting firms, for AML/CFT compliance.

Whistleblowing: public companies should have a whistleblowing policy under the NCGC; the SEC requires a whistleblowing channel for listed companies.

Professional ethics: lawyers must comply with the Rules of Professional Conduct 2007 (NBA); accountants with the ICAN/ANAN codes; company secretaries with the ICSAN code of conduct.

Conflicts of interest: a professional advising a company must disclose any personal or financial interest and decline the engagement where a conflict is material.

Due diligence: verify incorporation documents, statutory filings, litigation, tax status, and regulatory approvals before advising on a transaction.

Regulatory enforcement: CAC may strike off companies for failure to file returns; SEC may suspend directors; CBN may revoke licences; professional bodies may sanction members.

Separate legal personality means the company's debts are not the members' debts; members are liable only to the extent of unpaid share capital or their guarantee.

The company acts through its organs: the board of directors, general meeting, and officers; acts of the organs bind the company.

A company cannot sue itself; a member cannot sue the company for a wrong done to the company (Foss v Harbottle), except under recognised exceptions.

The rule in MacDougall v Gardiner: the court will not interfere with the internal management of a company where the majority acts within the articles.

A company may be a trustee, executor, or beneficiary; it may hold property for charitable purposes and may be a partner in a partnership.

Corporate personality is not a defence to criminal liability; the company can be prosecuted, and officers can be convicted as accessories.

The corporate veil can be lifted by statute, by judicial decision, or by agreement (for example, a guarantee or personal covenant).

Lifting the veil does not dissolve the company; it merely disregards the separate personality for a specific purpose and to a specific extent.

Name reservation is valid for a limited period; incorporation must be completed within the reservation period, otherwise the name is released.

The memorandum and articles must be signed by each subscriber in the presence of a witness; the subscribers become the first members.

The statement of compliance (declaration) confirms that the requirements of CAMA have been complied with; false statements attract criminal liability.

The certificate of incorporation is conclusive evidence of incorporation and of compliance with all requirements, even if there were procedural defects.

A company may be re-registered as a public company or a private company; re-registration requires special resolution and CAC approval.

A company limited by guarantee may not have a share capital and must apply its profits to its objects; it may not distribute profits to members.

The articles may adopt model articles by reference; where the articles are silent, the model articles apply, except to the extent they are excluded.

The registered office is the address for service of legal documents; a change must be notified to CAC and displayed at the office.

A share is a bundle of rights: to vote, to receive dividends, to receive notice, to participate in surplus on winding up, and to transfer.

Issued share capital may be increased by the board with member approval; the company must file notice of increase with CAC.

Reduction of share capital: requires special resolution and court confirmation, or for private companies, a solvency statement procedure under CAMA 2020.

Redeemable shares: may be issued by the board if authorised by the articles; redemption must be out of distributable profits or the proceeds of a fresh issue.

Bonus shares: issued out of reserves or share premium; they are fully paid and do not require consideration from members.

Lien on shares: the articles may give the company a lien on partly paid shares for unpaid calls; the company may forfeit shares for non-payment.

Calls on shares: the board may make calls on unpaid capital; notice must be given, and interest may accrue on late payment.

Shareholder inspection rights: members may inspect the register of members and minute books; the company may refuse on grounds of confidentiality, subject to court order.

Annual general meeting business: laying of financial statements, declaration of dividend, appointment of auditors, election of directors, and any other business.

Special notice: required for resolutions to remove a director or auditor; the company must give members 28 days' notice of the intention to move the resolution.

Poll vote: may be demanded by the chairman, by at least two members, or by members holding at least 10% of the voting rights; a poll is taken in proportion to shareholding.

Amendments to resolutions: an amendment may be proposed at the meeting if it is within the scope of the notice; the chairman may rule it out of order.

Adjournment: the chairman may adjourn with the consent of the meeting; business not concluded may be resumed at the adjourned meeting.

Oppression remedy: the court may order the purchase of the petitioner's shares, regulate the company's affairs, or restrain the conduct complained of.

Derivative action: the member must give notice to the company and act in good faith; the court may order the company to indemnify the member for costs.

Personal action: a member may sue for breach of a personal right, such as the right to vote or to receive dividends, without seeking leave of the court.

Scheme of arrangement is a court-supervised process; the court's role is to ensure fairness and proper class meetings, not to second-guess commercial merits.

The explanatory statement must contain the information necessary for members and creditors to make an informed decision; material omissions can invalidate the scheme.

A scheme may be used for a takeover, a merger, a demerger, or a capital reduction; it is flexible but requires court approval.

FCCPC merger notification thresholds: based on combined turnover or assets; small mergers may be exempt, but the FCCPC may call in any merger for review.

Public takeover: the SEC regulates the conduct of the bid, the timetable, and the disclosure of dealings; the target board must obtain independent advice.

Insider dealing: persons with inside information about a takeover must not deal in the target's shares; the SEC may investigate and sanction.

Squeeze-out: the bidder must give notice to dissenting shareholders within the prescribed period; dissenters may apply to court within 28 days.

Post-merger filings: update the register of members, file the court order or merger approval with CAC, and notify the SEC and FCCPC of completion.

A winding up petition must be advertised in the Federal Gazette and a newspaper; the company may oppose the petition on substantial grounds.

The court may dismiss the petition if the debt is disputed in good faith and on substantial grounds, or if the company has a counterclaim.

Provisional liquidator: appointed by the court before the winding up order to protect assets; has limited powers pending the order.

Official receiver: may act as liquidator where no private liquidator is appointed; the official receiver is an officer of the court.

Proof of debts: creditors must submit claims to the liquidator; disputed claims are adjudicated by the court.

Set-off: mutual dealings between the company and a creditor are set off in winding up; the rule applies to pre-liquidation debts.

Disclaimer: the liquidator may disclaim onerous property (leases, contracts) within the prescribed period; the court may order compensation to affected parties.

Dissolution: after winding up, the company is dissolved by order of the court or by the registrar; the company ceases to exist and its name is struck off.

Client due diligence: verify the identity of beneficial owners, the source of funds, and the nature of the transaction before advising on a corporate transaction.

Conflict checks: run a conflict check against existing clients and matters; obtain informed consent or decline the engagement where a conflict exists.

Record-keeping: retain client records and transaction documents for the period required by law and professional rules; ensure confidentiality and data protection.

Regulatory approvals: identify all required approvals (CAC, SEC, CBN, FCCPC, FIRS) and sequence them to avoid delays in completion.

Professional indemnity: maintain adequate insurance cover; disclose material risks to the client in writing.

Anti-corruption: comply with the Corrupt Practices and Other Related Offences Act and the UK Bribery Act where there is a UK nexus; conduct risk-based due diligence on intermediaries.

Sanctions and AML: screen clients and beneficial owners against sanctions lists; report suspicious transactions to the NFIU without tipping off the client.

Continuing professional development: maintain knowledge of CAMA 2020 amendments, SEC rules, and sector regulatory changes; document CPD compliance.