Nature and Sources of Nigerian Company Law
What this domain tests
The exam tests whether you can identify the operative source of a Nigerian company-law rule and apply the hierarchy correctly - statute first, then case law, then regulatory instruments - rather than quoting English law.
The hierarchy
- Legislation: Companies and Allied Matters Act 2020 (CAMA), assented on 7 August 2020, replacing CAMA 1990. Companies is a federal matter on the Exclusive Legislative List, so state houses of assembly cannot legislate on incorporation.
- Received law: common law, doctrines of equity and statutes of general application in force in England on 1 January 1900, still applicable so far as not inconsistent with CAMA.
- Case law: Nigerian Supreme Court decisions bind all courts; English decisions are persuasive, especially pre-1900 and Commonwealth authorities.
- Subsidiary legislation and regulation: CAC regulations, guidelines and fee schedules; SEC rules under the Investments and Securities Act for public offers; NGX listing rules for listed companies.
- Constitutional documents: memorandum and articles bind the company and its members as a contract.
Worked example
A member sues to enforce a clause in the articles giving him a right to audit the books. The claim is contractual. Under the articles-as-contract rule the member can enforce rights attaching to him in his capacity as member; a clause purporting to give him a personal advantage in another capacity (for example as solicitor to the company) is not enforceable under the articles. Reasoning: identify the instrument, then ask in what capacity the claimant sues.
Traps
Citing CAMA 1990 provisions; treating the English Companies Act 2006 as applicable; treating SEC or NGX rules as substitutes for CAMA; assuming every article is enforceable by every member in any capacity.