Corporate Law in Practice: Compliance, Regulatory Framework and Professional Ethics
Compliance and regulatory framework
Practice questions test whether you know who regulates what: the CAC administers incorporation, filings, annual returns and striking off; the SEC regulates public offers, takeovers and capital market operators; the NGX regulates listing and disclosure; the FRC sets accounting and governance standards. Anti-money-laundering obligations under the Money Laundering (Prevention and Prohibition) Act 2022 apply to designated non-financial businesses, including legal practitioners in specified transactions; SCUML registration and customer due diligence are required.
Professional ethics
Company secretaries and lawyers owe duties of confidentiality, competence, avoidance of conflicts and candour to the court. A secretary who signs a false statement of compliance or certifies inaccurate returns risks personal liability and professional sanctions. Whistleblowing and data protection under the Nigeria Data Protection Act 2023 are now part of the compliance map.
Worked example
A client asks a chartered secretary to backdate an annual return to avoid a penalty. The secretary must refuse: backdating is a false filing, exposes the client and the secretary to sanctions, and breaches professional ethics.
Traps
Treating regulatory codes as optional; assuming CAC approval satisfies SEC requirements; ignoring beneficial ownership disclosure obligations; thinking confidentiality survives client fraud.