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Companies and Allied Matters Act 2020

COMPANIES AND ALLIED MATTERS ACT , 2019
Arrangement of Sections

Section:

1
PART A – CORPORATE AFFAIRS COMMISSION
Establishment of the Corporate Affairs Commission.
2 Establishment of Governing Board of the Commission.
3 Tenure of office and vacancy on the Board.
4 Functions of the Board.
5 Remuneration and allowance of members .
6 Proceedings of the Board.
7 Disclosure of interest.
8 Functions of the Commission.
9 Appointment of Registrar -General.
10 Appointment of S taff.
11 Right to appear in Court.
12 Service in the Commission to be pensionable.
13 Fund of the Commission.
14 Expenditure of the Commission.
15 Annual accounts, audit and estimates.
16 Annual report.
17 Pre -action notice and restriction on levy o f execution.

18
PART B – INCORPORATION OF COMPANIES AND INCIDENTAL MATTERS
CHAPTER 1: FORMATION OF COMPANY
Right to form a company.
19 Association and Partnership of more than 20 members when permitted.
20 Capacity of individual to form company.
21 Types of companies.
22 Private company
23 Consequences of default in complying with conditions constituting a private company.
24 Public company.
25 Unlimited company.
26 Company limited by guarantee.
MEMORANDUM OF ASSOCIATION
27 Requirements wi th respect to the memorandum of a company.
NAME OF COMPANY
28 Form of memorandum of association .
29 Name as stated in the memorandum of association .
30 Change of name of company.
31 Reservation of name.
32 Articles of association.
33 Power of Ministe r to prescribe model articles.
34 Default application of model articles.
35 Statement of company’s objects.
36 Registration documents.
37 Statement of capital and initial shareholdings.
38 Statement of guarantee.

39 Statement of proposed Directors.
40 Statement of compliance .
41 Registration.
42 Effect of registration.
CAPACITY AND POWERS OF COMPANIES
43 Powers of companies and prohibition of donations for political purpose .
44 Effect of ultra vires acts.
45 Effect of reliance on restrictions in the memorandum.
46 Effect of memorandum and articles.
47 Member’s right to copies of memorandum, etc.
48 Copies of memorandum issued to embody alterations.
49 Restriction on alteration of memorandum.
50 Alteration of memorandum.
51 Mode of alteratio n of business or objects.
52 Power to alter provisions in the memorandum in certain cases.
53 Alteration of articles.
54 Limitation of liability to contribute to share capital if memorandum, etc., altered.

55
CHAPTER 2 – RE -REGISTRATION OF COMPANIES
Alteration of status by re -registration.
56 Re -registration of private company as public.
57 Requirements as to share capital.
58 Requirements as to net assets.
59 Recent allotment of shares for non -cash consideration.
60 Application and accompanying d ocuments.
61 Statement of proposed secretary.

62 Issue of certificate of incorporation on re -registration.
63 Re -registration of public company as private limited company.
64 Application to Court to cancel resolution.
65 Notice to Commission of Court application or order.
66 Application and accompanying documents.
67 Issue of certificate of incorporation on re -registration.
68 Re -registration of private limited company as unlimited.
69 Application and accompanying documents.
70 Issue of certificat e of incorporation on re -registration.
71 Re -registration of unlimited company as limited.
72 Application and accompanying documents.
73 Issue of certificate of incorporation on re -registration.
74 Statement of capital required where company already ha s share capital.
75 Re -registration of public company as unlimited.
76 Application and accompanying documents.
77 Issue of certificate of incorporation on re -registration.

78
CHAPTER 3 – FOREIGN COMPANIES
Foreign Companies intending to carry on busine ss in Nigeria.
79 Penalties.
80 Power to exempt foreign companies.
81 Annual report.
82 Exempted foreign company to have status of unregistered company.
83 Penalties for false information.
84 Application of certain sections to foreign companies.

85
CHAPTER 4 – PROMOTERS
Persons promoting a company.
86 Duties and liabilities of a promoter.

87
CHAPTER 5 – ACTS BY OR ON BEHALF OF THE COMPANY EXERCISE OF
COMPANY’S POWERS
Division of powers between general meeting and board of directors.
88 Delega tion to committees and managing directors.
LIABILITY FOR ACTS OF THE COMPANY
89 Acts of the general meeting, board of directors, or of managing directors.
90 Acts of officers or agents.
91 When provision exempting , officer or other person from liability to the company is void.
92 Abolition of constructive notice of registered documents.
93 Presumptions of regularity.
94 Liability of company not affected by fraud or forgery of officer.
COMPANY’S CONTRACTS
95 Form of contract.
96 Pre -incorporation con tracts.
97 Bills of exchange and promissory note.
98 Common seal of the company.
99 Official seal for use abroad.
100 Power of Attorney.
AUTHENTICATION AND SERVICE OF DOCUMENTS
101 Authentication of documents.
102 Execution of deeds by company.
103 Alternative to sealing.

104 Service of documents on companies.

105
CHAPTER 6 – MEMBERSHIP OF THE COMPANY
Definition of member.
106 Capacity to be a member.
107 Right of member to attend meetings and vote.
108 Personation of members.
109 Register of members.
110 Location of register.
111 Index of members to be kept.
112 Inspection of register and index.
113 Consequences of agents’ default to keep register.
114 Power to close register.
115 Power of Court to rectify register.
116 Register to be e vidence.
117 Liability of members.
118 Liability for company debts where membership is below legal minimum.
DISCLOSURE OF PERSONS WITH SIGNIFICANT CONTROL
119 Disclosure of capacity by shareholder.
120 Obligation of disclosure by substantial shareholde r in public company.
121 Person ceasing to be a substantial shareholder to notify company.
122 Register of interests in shares.
123 Registration of interests to be disclosed.

124
CHAPTER 7 – SHARE CAPITAL
Minimum issued share capital.
125 Alteration of share capital by consolidation, etc.

126 Notice required where shares consolidated, etc.
127 Increase of issued share capital and notice of increase.
128 Increase of issued capital on increase of shares.
129 Power for unlimited company to provide re serve share capital on re -registration.
REDUCTION OF SHARE CAPITAL
130 Restriction on reduction of issued share capital.
131 Special resolution for reduction of share capital.
132 Application to Court for Order of Confirmation.
13 3 Court order con firming reduction.
13 4 Registration of order and minutes of reduction.
13 5 Liability of members on reduced shares.
13 6 Penalty for concealing name of creditor, etc.
MISCELLANEOUS MATTERS RELATING TO CAPITAL
13 7 Duty of directors on serious loss of capi tal.

13 8
CHAPTER 8 – SHARES AND NATURE OF SHARES
Rights and liabilities attached to shares.
139 Shares as transferable property.
14 0 Prohibition of non -voting and weighted shares.
ISSUE OF SHARES
14 1 Power of companies to issue shares.
14 2 Pre -emptiv e rights of existing shareholders.
14 3 Issue of classes of shares.
14 4 Issue with rights attached.
14 5 Issue of shares at a premium.
14 6 Issue of shares at a discount.

14 7 Issue of redeemable preference shares.
14 8 Validation of improperly issued sha res.
ALLOTMENT OF SHARES
149 Authority to allot shares.
15 0 Method of application and allotment.
15 1 Allotment as acceptance of contract.
15 2 Payment on allotment.
15 3 Effect of irregular allotment.
15 4 Return as to allotment.
15 5 Prohibition of pay ments of commissions, discounts out of shares and capital.
15 6 Power to pay Commission in certain cases.
15 7 Statement in balance sheet as to Commission.
CALL ON AND PAYMENT FOR SHARES
15 8 Call on shares.
159 Reserve liability of company having share c apital.
16 0 Payment for shares.
16 1 Meaning of payment in cash.
16 2 Payment for shares of public companies other than in cash.
16 3 Power to pay different amounts on shares.
16 4 Lien on shares.
16 5 Forfeiture of shares.
CLASSES OF SHARES
16 6 Power to vary rights.
16 7 Application for cancellation of variation.
16 8 Right of a preference share to more than one vote.

169 Construction of class rights.
NUMBERING OF SHARES
17 0 Shares to be numbered.
SHARES CERTIFICATES
17 1 Issue of share certificates.
17 2 Effect of share certificate.
17 3 Probate, etc., as evidence of grant.
17 4 Prohibition of bearer shares.
TRANSFER AND TRANSMISSION
17 5 Transfer of shares.
17 6 Entry in register of transfers.
17 7 Notice of refusal to register.
178 Transfer by pers onal representative.
179 Transmission of shares.
18 0 Protection of beneficiaries.
18 1 Certification of transfers.
TRANSACTIONS BY COMPANY IN RESPECT OF ITS OWN SHARES
18 2 Redemption of redeemable preference shares.
18 3 Prohibition of financial assista nce by company for acquisition of its shares.
18 4 Acquisition by a company of its own shares.
18 5 Payment for share buyback.
18 6 Persons from who shares can be bought back.
18 7 Limit on number of shares acquired.
18 8 Enforceability of contract to ac quire shares.
189 Re -issue of shares acquired.

19 0 Acquisition of shares of holding company.

19 1
CHAPTER 9 – DEBENTURES
CREATION OF DEBENTURE AND DEBENTURE STOCK
Power to borrow money, to charge property and to issue debentures.
19 2 Documents of tit le to debentures or certificate of debenture stock.
19 3 Statements to be included in debentures.
19 4 Effect of statements in debentures.
19 5 Enforcement of contracts relating to debentures.
TYPES OF DEBENTURES
19 6 Perpetual debentures.
19 7 Convertible debentures.
19 8 Secured or unsecured debentures.
199 Redeemable debentures.
20 0 Power to re -issue redeemed debentures in certain cases.
20 1 Rights of debenture holders.
20 2 Meetings of debenture holders.
FIXED AND FLOATING CHARGES
20 3 Meaning of flo ating and fixed charges.
20 4 Priority of fixed over floating charge.
20 5 Powers of the court.
20 6 Advertisement of appointment of receiver and manager.
20 7 Preferential payment to debenture holders in certain cases.
DEBENTURE TRUST DEEDS
20 8 Execution of debenture trust deed.
209 Contents of debenture trust deed.

21 0 Contents of debenture covered by trust deed.
21 1 Trustees for debenture holders.
21 2 Disqualification for appointment as trustee of debenture trust deed.
21 3 Liability of trustees for debenture holders.
21 4 Restrictions on transferability of debentures.
PROVISIONS AS TO COMPANY’S REGISTER OF CHARGES, DEBENTURE
HOLDERS AND AS TO COPIES OF INSTRUMENTS CREATING CHARGES
21 5 Company to keep copies of instruments creating charges.
21 6 Com pany’s register of charges.
21 7 Inspection of register and copies of instrument.
21 8 Register of debenture holders.
219 Inspection of register of debentures, etc.
22 0 Entry in register of transfer.
22 1 Notice of refusal to register.
22 2 Registration of charges created by companies.
22 3 Register of particulars of charges.
22 4 Duty of company to register charges.
22 5 Duty of company acquiring property to register subsisting charges.
22 6 Existing charges.
22 7 Charges to secure fluctuating amounts.
22 8 Endorsement of certificate of registration on debentures.
229 Entries of satisfaction of charges
23 0 Rectification of register.
23 1 Registration of appointment order, etc.

REALISATION OF SECURITY
23 2 Realisation of debenture holder’s security.
23 3 Remedies available to debenture holders.
23 4 Application of certain sections.

23 5
CHAPTER 10 – MEETINGS AND PROCEEDINGS OF COMPANIES
Statutory Meeting .
23 6 Non -compliance and penalty.
GENERAL MEETING
23 7 Annual general meeting.
23 8 Businesses t ransacted at annual general meeting.
EXTRAORDINARY GENERAL MEETING
239 Extraordinary general meeting.
24 0 Place of meeting.
NOTICE OF MEETING
24 1 Length of notice for calling meetings.
24 2 Contents of notice.
24 3 Persons entitled to notice.
24 4 Servi ce of notice.
24 5 Failure to give notice.
24 6 Additional notice.
24 7 Power of Court to order meetings.
VOTING
24 8 Procedure of voting.
249 Right to demand poll.
25 0 Voting on a poll.

25 1 Right of attendance at general meeting.
25 2 Attendance at mee tings.
25 3 Objections as to qualification to vote.
25 4 Proxies.
25 5 Corporation representation at meetings of companies, etc.
25 6 Quorum.
25 7 Disclosure of remuneration of managers.
25 8 Resolutions.
259 Written resolutions.
26 0 Circulation of membe rs’ resolutions.
26 1 Resolutions requiring special notice.
26 2 Registration and copies of certain resolutions.
26 3 Effect of resolutions passed at adjourned meetings.
MISCELLANEOUS MATTER RELATING TO MEETINGS AND PROCEEDING
26 4 Adjournment.
26 5 Powers and duties of the chairman of the general meeting.
26 6 Minutes of proceedings and effect.
26 7 Inspection of minute books and copies.
26 8 Class meetings.

269
CHAPTER 11 – DIRECTORS
Meaning of directors.
27 0 Shadow director.
APPOINTMENT OF DIRECTORS
27 1 Number of directors.
27 2 Appointment of first directors.

27 3 Subsequent appointments of directors.
27 4 Casual vacancy.
27 5 Independent directors in public companies.
27 6 Liability of a person where not duly appointed.
27 7 Share qualification of directors.
27 8 Duty of directors to disclose age and multiple directorship to the company.
279 Provisions as to insolvent persons acting as directors.
28 0 Restraint of fraudulent persons.
28 1 Appointment of director for life.
28 2 Right to appoint a dir ector at any age.
28 3 Disqualification for directorship.
28 4 Vacation of office of director.
28 5 Rotation of directors.
28 6 Validity of acts of directors.
28 7 Mode of voting on appointment of directors.
REMOVAL OF DIRECTORS
28 8 Removal of directors.
PROCEEDINGS OF DIRECTORS
289 Proceedings of directors.
29 0 Quorum.
29 1 Failure to have a quorum.
29 2 Notice of meeting.
REMUNERATION AND OTHER PAYMENTS
29 3 Remuneration of directors.
29 4 Remuneration of a managing director.

29 5 Prohibition of tax -free payments to directors.
29 6 Prohibition of loans to directors in certain circumstances.
29 7 Payment by company for loss of office to be approved.
29 8 Payment to director for loss of office, etc., or transfer of property illegal.
299 Directors to disc lose payment for loss of office, etc., in certain cases.
30 0 Provisions supplementary to sections 298 -299 .
DISCLOSURE OF DIRECTOR’S INTERESTS
30 1 Register of directors’ shareholding, etc.
30 2 General duty to give notice, etc.
30 3 Disclosure by directo rs of interests in contracts.
30 4 Particulars with respect to directors in trade catalogues, etc.
30 5 Duties of directors.
30 6 Conflicts of duties and interests.
30 7 Multiple directorships.
30 8 Duty of care and skill.
309 Legal position of directors.
PROPERTY TRANSACTIONS BY DIRECTORS
31 0 Substantial property transactions involving directors, controlling members, etc.
31 1 Exceptions from section 31 0.
31 2 Liabilities arising from contravention of section 31 0.
31 3 Prohibition of secret benefits.
MIS CELLANEOUS MATTER RELATING TO DIRECTORS
31 4 Directors with unlimited liability in respect of a limited company.
31 5 Special resolution of limited company making liability of directors unlimited.
31 6 Personal liability of directors and officers.

31 7 Dir ector’s contract of employment for more than five years.
31 8 Register of directors.
319 Particulars of directors to be registered.
32 0 Register of directors’ residential addresses.
32 1 Duty to notify the Commission of changes.
PARTICULARS OF DIRECTORS TO BE REGISTERED AND NOTIFIED TO THE
COMMISSION
32 2 Power to make regulations on particulars of director.

RESTRICTION ON USE OR DISCLOSURE OF DIRECTOR’S ADDRESSES

32 3 Protected information.
32 4 Restriction on use or disclosure of protection informatio n by company .
32 5 Protected information: restriction on use or disclosure by the Commission.
32 6 Permitted use or disclosure by the Commission.
32 7 Disclosure under Court order.
32 8 Circumstances in which Commission may put address on the public record .
329 Putting the address on the public record.

33 0
CHAPTER 12 – SECRETARIES
Secretaries.
33 1 Avoidance of acts done by a person as director and secretary.
33 2 Qualification of a Secretary.
33 3 Appointment and removal of a secretary.
33 4 Fiduciary i nterests of a secretary.
33 5 Duties of a secretary.
33 6 Register of secretaries.
33 7 Particulars of secretaries to be registered: individuals.

33 8 Particulars of secretaries to be registered: corporate secretaries and firms.
339 Duty to notify the Com mission of changes.
34 0 Particulars of secretaries to be registered and notified to the Commission: power to make
regulations.

[
34 1

CHAPTER 13 – PROTECTION OF MINORITY AGAINST ILLEGAL AND
OPPRESSIVE CONDUCT ACTION BY OR AGAINST THE COMPANY
[
Only co mpany may sue for wrong or ratify irregular conduct.
34 2 Procedure for major asset transaction.
34 3 Protection of minority: injunction and declaration in certain cases.
34 4 Personal and representative action.
34 5 Definition of member.
34 6 Commencing d erivative action.
34 7 Powers of the court.
34 8 Evidence of shareholders’ approval not decisive.
349 Court’s approval to discontinue.
35 0 No security for costs.
35 1 Interim costs.
35 2 Definition.
RELIEF ON THE GROUNDS OF UNFAIRLY PREJUDICIAL AND OPPRE SSIVE
CONDUCT
35 3 Application.
35 4 Grounds upon which an application may be made.
35 5 Powers of the court.
35 6 Penalty for failure to comply with order of the court.
35 7 Investigation of a company on its own application or that of its members.

35 8 Ot her investigations of company.
359 Inspectors’ powers during investigation.
36 0 Production of documents and evidence to inspectors.
36 1 Power of Inspector to call for directors’ bank accounts.
36 2 Obstruction of Inspectors to be treated as contempt of Court.
36 3 Inspector’s report.
36 4 Power to bring civil proceedings on company’s behalf.
36 5 Criminal proceedings and other proceedings by the Attorney -General of the Federation.
36 6 Power of the Commission to present winding -up petition.
36 7 Expenses of investigation.
36 8 Inspectors’ report to be used as evidence in legal proceedings.
369 Appointment of inspectors to investigate ownership of a company.
37 0 Provisions applicable to investigation.
37 1 Power to require information as to persons inter ested in shares, etc.
37 2 Power to impose restrictions on shares, etc.
37 3 Savings for legal practitioners and bankers.

37 4
CHAPTER 14 – FINANCIAL STATEMENTS AND AUDIT ACCOUNTING RECORDS
Companies to keep accounting records.
37 5 Place, duration and fo rm of records.
37 6 Penalties for non -compliance with sections 37 4 or 37 5.
37 7 Directors’ duty to prepare annual accounts.
FORM AND CONTENT OF COMPANY, INDIVIDUAL AND GROUP FINANCIAL
STATEMENTS
37 8 Form and content of individual financial statements.
379 Group financial statements of holding company.

38 0 Form and content of group financial statements.
38 1 Meaning of “holding company”, “subsidiary” and “wholly -owned subsidiary.”
38 2 Additional disclosure required in notes to financial statements.
38 3 Disclosure of loans in favour of directors and connected persons.
38 4 Disclosure of loans to officers of the company and statements of amounts outstanding.
DIRECTORS’ REPORTS
38 5 Directors’ report.
PROCEDURE ON COMPLETION OF FINANCIAL STATEMENTS
38 6 Sig ning of balance sheet and documents to be annexed thereto.
38 7 Persons entitled to receive financial statements as of right.
38 8 Directors’ duty to lay and deliver financial statements.
389 Penalty for non -compliance with section 38 8.
39 0 Default order in case of non -compliance.
39 1 Penalty for laying or delivering defective financial statements.
39 2 Shareholders’ right to obtain copies of financial statements.
MODIFIED FINANCIAL STATEMENTS
39 3 Entitlement to deliver financial statements in modified form.
39 4 Qualification of a small company.
39 5 Companies qualifying as small: parent companies.
39 6 Modified individual financial statements.
39 7 Modified financial statements of holding company.
PUBLICATION OF FINANCIAL STATEMENTS
39 8 Publication by a company of full individual or group financial statements.
399 Publication of abridged financial statements.
SUPPLEMENTARY

40 0 Power to alter accounting requirements.

40 1
CHAPTER 15 – AUDIT
Appointment of auditors.
40 2 Exemption from audit requireme nt.
40 3 Qualification of auditors.
40 4 Auditors’ report and audit committee.
40 5 Corporate responsibility for financial reports.
40 6 Improper influence on conduct of audit.
40 7 Auditors’ duties and powers.
40 8 Remuneration of auditors.
409 Removal o f auditors.
41 0 Auditors’ right to attend company’s meetings.
41 1 Supplementary provisions relating to auditors.
41 2 Resignation of auditors.
41 3 Right of resigning auditor to requisition company meeting.
41 4 Powers of auditors in relation to subsidia ries.
41 5 Liability of auditors for negligence.
41 6 False statements to auditors.

41 7
CHAPTER 16 – ANNUAL RETURNS
Annual return by company limited by shares or guarantee.
41 8 Annual return by company having shares other than small company.
419 Annual return by small company.
42 0 Annual return by company limited by guarantee.
42 1 Time for completion and delivery of annual return.
42 2 Documents to be annexed to annual return.

42 3 Certificate by private company and small company in annual return.
42 4 Exception in certain cases of unlimited companies and small companies from requirements
of section 42 2.
42 5 Penalty for non -compliance with sections 41 7- 42 3.
42 6 Declaration of dividends and payment of interim dividend.
42 7 Distributable profits.
42 8 Restriction on declaration and payment of dividends.
429 Unclaimed dividends.
43 0 Reserve and capitalisation.
43 1 Employees’ shares and profit sharing.
43 2 Right of the shareholders to sue for dividends.
43 3 Liability for paying dividend out of capi tal.

43 4
CHAPTER 17 – COMPANY VOLUNTARY ARRANGEMENTS
Those who may propose an arrangement.
43 5 Procedure where nominee is not the liquidator or administrator.
43 6 Summoning of meetings.
CONSIDERATION AND IMPLEMENTATION PROPOSAL
43 7 Decisions of meetin gs.
43 8 Approval of arrangement.
439 Effect of approval.
44 0 Challenge of decisions.
44 1 A false representation, etc.
44 2 Implementation of proposal.

44 3
CHAPTER 18 – ADMINISTRATION OF COMPANIES
NATURE OF ADMINISTRATION
Appointment of administrator .
44 4 Purpose of administration.
44 5 Standard of performance of administrator.
44 6 Status of administrator.
44 7 General restrictions on appointment of administrator.
APPOINTMENT OF ADMINISTRATOR BY COURT
44 8 Administration order.
449 Conditions for making order.
45 0 Application to Court for administration order.
45 1 Powers of Court.
45 2 Power to appoint by holder of floating charge .
45 3 Restrictions on power to appoint.
45 4 When not to appoint administrator.
45 5 Notice of appointment.
45 6 Comm encement of appointment of administrator under section 450 .
45 7 Notification of appointment.
45 8 Invalid appointment and indemnity.
APPOINTMENT OF ADMINISTRATION BY COMPANY OR DIRECTORS OUT OF
COURT
459 Power to appoint by company or directors .
46 0 Res trictions on power to appoint.
46 1 Effect of moratorium on the appointment of administrator.
46 2 Effect of non -disposal of winding -up petition on appointment of administrator.

46 3 Notice of intention to appoint.
46 4 Filing of notice of intention to appoint.
46 5 Requirements of sections 46 3 and 46 4 to be complied with.
46 6 Filing of notice of appointment.
46 7 Offence in relation to section 46 4.
46 8 Where person no t entitled to notice of intention to appoint.
469 Commencement of appointment und er section 459 .
47 0 Notification of administrator of his appointment.
47 1 Effect of administration order on appointment.
ADMINISTRATION – SPECIAL CASES
47 2 Application by holder of floating charge.
47 3 Intervention by holder of floating charge.
47 4 Ap plication where company in liquidation.
47 5 Administration application by liquidator.
47 6 Effect of receivership based on appointment by a holder of a fixed charge.
EFFECT OF ADMINISTRATION
47 7 Dismissal of pending winding -up petition.
47 8 Vacation of office by receiver.
479 Company in administration.
48 0 Moratorium on other legal process.
48 1 Where administration application or administration order not yet granted.
48 2 Details to be stated on documents.
PROCESS OF ADMINISTRATION
48 3 Announcement o f administrator’s appointment.
48 4 Administrator to be provided with statement of affairs of company.

48 5 Period within which to submit statement of affairs.
48 6 Administrator’s proposals.
48 7 Creditors’ meeting.
48 8 Requirement for initial creditors’ meeting.
489 Restrictions on summoning of initial creditors’ meeting.
49 0 Business and result of initial creditors’ meeting.
49 1 Revision of administrator’s proposal.
49 2 Failure to obtain approval of administrator’s proposals.
49 3 Further creditors’ meetings.
49 4 Creditors’ Committee.
49 5 Correspondence instead of creditors’ meeting.
FUNCTIONS OF ADMINISTRATOR
49 6 General powers.
49 7 Additional powers of administrator.
49 8 Power to remove or appoint director.
499 Power to call meetings of membe rs and creditors.
50 0 Application for direction of Court.
50 1 Management power not to be exercised without consent of administrator.
50 2 Distribution.
50 3 Payments likely to achieve purpose of administration.
50 4 Custody and control of property.
50 5 Management of affairs of company.
50 6 Administrator as agent of company.
50 7 Charged property: floating charge.
50 8 Charged property: non -floating charge.

509 Hire -purchase property.
51 0 Protection for secured or preferential creditor.
51 1 Challenge to administrator’s conduct of company.
CESSATION OF ADMINISTRATION
51 2 Misfeasance.
51 3 Automatic cessation of administration.
51 4 When to make order under section 51 3 of this Act.
51 5 Meaning of consent for purposes of section 51 3 (2) (b) of this Act.
51 6 Form and extent of consent.
51 7 Cessation of administration by Court on application of administrator.
51 8 Termination of administration where objective is achieved.
519 Cessation of administration by Court on application of creditors.
52 0 Pu blic interest winding -up.
52 1 Moving from administration to creditors’ voluntary liquidation.
52 2 Moving from administration to dissolution.
52 3 Discharge of administration order on cessation of administration.
52 4 Notice to the Commission on cessation of administration.
REPLACEMENT OF ADMINISTRATOR
52 5 Resignation of administrator.
52 6 Removal of administrator from office.
52 7 Administrator ceasing to be qualified.
52 8 Supplying vacancy in office of administrator.
529 Replacement of administrator appointed by Court order.
53 0 Replacement of administrator appointed by holder of floating charge.
53 1 Replacement of administrator appointed by company.

53 2 Replacement of administrator appointed by directors.
53 3 Replacement of administrator appointe d by administration order.
53 4 Substitution of administrator by a competing floating charge -holder.
53 5 Substitution of administrator appointed by company or directors by creditors’ meeting.
53 6 Discharge from liability on vacation of office.
53 7 Charg es and liabilities on vacation of office.
GENERAL
53 8 Joint and concurrent administrators.
539 Joint administrators.
54 0 Concurrent administrators.
54 1 Joint and concurrent administrators acting with administrator of company.
54 2 Presumption of validi ty.
54 3 Majority decision of directors.
54 4 Penalties.
54 5 Extension of time limit.
54 6 Variation of time.
54 7 Period extended under section 54 5 or 54 6.
54 8 Amendment of provision about time.
549 Interpretation of this Chapter.

55 0
CHAPTER 19 — RECEIVERS AND MANAGERS,

APPOINTMENT OF RECEIVERS AND MANAGERS

Disqualification for appointment as a receiver or manager.
55 1 Power of the court to appoint official receiver for debenture holders and other creditors.
55 2 Appointment of receivers and ma nagers by the Court.

55 3 Receivers and managers appointed out of Court.
55 4 Power of a receiver or manager appointed out of Court to apply to the Court for directions.
55 5 Notification to the Commission that a receiver or manager has been appointed.
DUT IES, POWERS AND LIABILITIES OF RECEIVERS AND MANAGERS
55 6 Duties and powers of receivers and managers.
55 7 Liabilities of receivers and managers on contracts.
55 8 Power of the Court to fix remuneration on application of liquidator.
PROCEDURE AFTER APPOI NTMENT
559 Information where receiver or manager appointed in respect of a floating charge.
56 0 Special provisions as to statement submitted to receiver.
ACCOUNTS BY RECEIVER OR MANAGER
56 1 Delivery to Commission of accounts of receivers and managers.
DUTY AS TO RETURNS
56 2 Enforcement of duty of receivers and managers to make returns, etc.
CONSTRUCTION OF REFERENCES
56 3 Construction of references to receivers and managers.

56 4
CHAPTER 20 — WINDING UP OF COMPANIES MODES OF WINDING UP
Modes of winding up.
CONTRIBUTORIES
56 5 Liability as contributories of present and past members.
56 6 Definition of contributory.
56 7 Nature of liability of contributory.
56 8 Contributories in case of death of member.
569 Contributories in case of bankruptcy of member .

57 0
CHAPTER 21 — WINDING UP BY THE COURT JURISDICTION
Jurisdiction as to winding up.
CASES IN WHICH COMPANY MAY BE WOUND UP
57 1 Circumstances in which companies may be wound up by Court.
57 2 Definition of inability to pay debts.
PETITION FOR WINDIN G-UP AND ITS EFFECTS
57 3 Provisions as to application for winding up.
57 4 Powers of Court on hearing petition.
57 5 Power to stay or restrain proceedings against company.
57 6 Avoidance of dispositions of property after commencement of winding up.
57 7 Avoidance of attachments.
COMMENCEMENT OF WINDING -UP
57 8 Commencement of a winding -up by the Court.
CONSEQUENCES OF INDING -UP ORDER
579 Copy of order to be forwarded to Commission.
58 0 Actions stayed on winding -up order.
58 1 Effect of winding -up order.
OFFICIAL RECEIVERS
58 2 Definition of official receiver.
58 3 Statement of company’s affairs to be submitted to official receiver.
58 4 Report by official receiver.
LIQUIDATORS
58 5 Appointment, remuneration and title of liquidators.
58 6 Custody of compan y’s property.
58 7 Vesting of property of company in liquidator.

58 8 Powers of liquidator.
589 Liquidator to give information, to official receiver.
59 0 Exercise and control of liquidator’s powers.
59 1 Payments by liquidator into companies’ liquidation account.
59 2 Audit of liquidator’s account.
59 3 Books to be kept by liquidator.
59 4 Release of liquidator.
59 5 Control over liquidators.
COMMITTEE OF INSPECTION, SPECIAL MANAGER
59 6 Power to appoint committee of inspection after meeting of creditors and others.
59 7 Powers, etc. of committee of inspection.
59 8 Powers where no committee of inspection is appointed.
599 Power to appoint special manager.
60 0 Official receiver as re ceiver for debenture holders .
GENERAL POWERS OF COURT IN THE CASE OF WIN DING -UP BY COURT
60 1 Power to stay winding -up.
60 2 Settlement of list of contributories and application of assets.
60 3 Delivery of property to liquidator.
60 4 Payments by c ontributory to company and set -off allowance.
60 5 Power of Court to make calls.
60 6 Power to order payment into companies’ liquidation account.
60 7 Order on contributory to be conclusive evidence.
60 8 Power to exclude creditors not proving in time.
609
61 0
Adjustment of rights of contributors.
Inspection of books by creditors and contributories.

61 1 Power to order costs of winding -up to be paid out of assets.
61 2 Power to summon persons suspected of having property of company, etc.
61 3 Power to order public examination of promoters, etc.
61 4 Power to arrest absconding contribu tory.
61 5 Powers of Court cumulative.
61 6 Delegation to liquidator of certain powers of Court.
61 7 Dissolution of company.
ENFORCEMENT OF AND APPEALS FROM ORDERS
61 8 Power to enforce orders.
619 Appeals from orders.

62 0

CHAPTER 22 — VOLUNTARY WI NDING UP RESOLUTIONS FOR AND
COMMENCEMENT OF VOLUNTARY WINDING UP
Circumstances in which company may be wound -up voluntarily.
62 1 Notice of resolution to wind -up voluntarily.
62 2 Commencement of voluntary winding -up.
62 3 Effect of voluntary winding -up o n business, etc., of company.
62 4 Avoidance of transfer, etc., after commencement of voluntary winding -up.
DECLARATION OF SOLVENCY
62 5 Statutory declaration of s olvency where proposal to wind -up voluntarily.
PROVISIONS APPLICABLE TO A MEMBER’S VOLUNTARY WINDING -UP
62 6 Provisions applicable to a members’ voluntary winding -up.
62 7 Power to appoint liquidators.
62 8 Power to fill vacancy in office of liquidators.
629 Liquidator to call creditors’ meeting on insolvency.

63 0 Liquidator to call general meet ing at end of each year.
63 1 Final meeting and dissolution.
63 2 Alternative provisions as to annual and final meetings in insolvency cases.
63 3 Books and accounts during members’ voluntary winding -up.
PROVISION APPLICABLE TO A CREDITOR’S VOLUNTARY WINDI NG -UP
63 4 Provisions applicable to creditors’ winding -up voluntarily.
63 5 Meeting of creditors.
63 6 Appointment of liquidator and cesser of directors’ powers.
63 7 Appointment of committee of inspection.
63 8 Fixing of liquidators’ remuneration.
639 Po wer to fill vacancy in the office of liquidator.
64 0 Liquidator to call meetings of company and others at the end of each year.
64 1 Final meeting and dissolution.
PROVISIONS APPLICABLE TO EVERY VOLUNTARY WINDING -UP
64 2 Provisions applicable to every vo luntary winding -up.
64 3 Distribution of property of company.
64 4 Powers of liquidator in every voluntary winding -up.
64 5 Power of Court to appoint liquidator.
64 6 Power to apply to Court to determine questions or exercise powers.
64 7 Costs of voluntar y winding -up.
64 8 Saving of rights of creditors and contributories.

649
CHAPTER 23 — WINDING UP SUBJECT TO SUPERVISION OF COURT
Power to order winding -up subject to supervision.
65 0 Effect of petition for winding -up subject to supervision.
65 1 Applica tion of sections 57 6 and 57 7.

65 2 Power of Court to appoint and remove liquidators.
65 3 Effect of supervision order.

65 4
CHAPTER 24 — PROVISIONS APPLICABLE TO EVERY MODE OF WINDING -UP
Liquidator to give notice of appointment.
65 5 Debts of all descrip tions may be proved.
65 6 Application of bankruptcy rules in certain cases.
65 7 Preferential payments.
EFFECT OF WINDING -UP AND ADMINISTRATION ON ANTECEDENT AND
OTHER TRANSACTIONS
65 8 Fraudulent preference.
659 Transactions at an undervalue.
66 0 Liabil ities and rights of certain fraudulently preferred persons.
66 1 Avoidance of attachments , on winding -up subject to supervision of the Court.
66 2 Effect of floating charge.
66 3 Disclaimer of onerous property.
66 4 Persons injured.
66 5 Supplies of gas, w ater, electricity, etc.
66 6 Restriction of rights of creditor as to execution, etc., on winding – up of company.
66 7 Duty of sheriff as to goods taken in execution.
OFFENCES ANTECEDENT TO OR IN COURSE OF WINDING -UP
66 8 Offences by officers of company in liquidation.
669 Falsification of books.
67 0 Frauds by officers of companies in liquidation.
67 1 Liability where proper accounts not kept.
67 2 Responsibility for fraudulent trading.

67 3 Wrongful trading.
67 4 Power of Court to assess damages against d elinquent directors.
PROSECUTION OF DELINQUENT OFFICERS AND MEMEBRS OF A COMPANY
67 5 Prosecution of delinquent officers and members of a company.
SUPPLEMENTARY PROVISIONS AS TO WINDING -UP
67 6 Disqualifications for appointment as liquidator.
67 7 Corrupt inducement affecting appointment as liquidator.
67 8 Enforcement of duty of liquidator to make returns.
679 Notification that a company is in liquidation.
68 0 Exemption from stamp duty.
68 1 Books of company to be evidence.
68 2 Disposal of books and oth er papers of company.
68 3 Information as to pending liquidations and disposal of unclaimed assets.
68 4 Resolutions passed at adjourned meetings of creditors .
68 5 Power to make over assets to employees.
SUPPLEMENTARY POWERS OF COURT
68 6 Meetings to asce rtain wishes of creditors and others.
68 7 Judicial notice of signatures of officers of Court.
68 8 Judicial notice of signatures of certain government officials.
689 Special commissioners for receiving evidence.
69 0 Affidavits in Nigeria and elsewhere.
PROVISIONS AS TO DISSOLUTION
69 1 Power of Court to void dissolution of company.
69 2 Power of Commission to strike off defunct company.
69 3 Property of dissolved company to be declared as bona vacantia .

CENTRAL ACCOUNTS
69 4 Companies liquidation account defined.
69 5 Investment of surplus funds in government securities.
69 6 Separate accounts of particular estates.
RETURNS BY OFFICERS OF COURT
69 7 Returns by officers in winding -up.
ACCOUNT TO BE PREPARED ANNUALLY
69 8 Annual accounts of company winding -up and disposal.

699
CHAPTER 25 — WINDING UP OF UNREGISTERED COMPANIES
Winding -up of unregistered company.
70 0 Contributories in winding -up unregistered company.
70 1 Power of Court to stay or restrain proceedings.
70 2 Action stayed on winding -up order .
70 3 Provisions of this Part to be cumulative.

70 4

CHAPTER 26 — MISCELLANEOUS PROVISIONS APPLYING TO COMPANIES
WHICH ARE INSOLVENT
Acting as insolvency practitioner.
70 5 Qualification of insolvency practitioner.
70 6 Recognition of professional bod y by the Commission.
70 7 Application for authorisation to act as insolvency practitioner.
70 8 Commission to notify the party of the refusal or withdrawal of authorisation.
709 Review of Commission’s decision.

71 0
CHAPTER 27 — ARRANGEMENTS AND COMPROMI SE
Definition of arrangement.

71 1 Arrangement or compromise between two or more companies.
71 2 Provisions applicable to schemes or contacts involving transfer of shares in a company.
71 3 Provisions applicable to dissenting shareholders.
71 4 Arrangement on sale of company’s property during members’ voluntary winding -up.
71 5 Power to compromise with creditors and members.
71 6 Information as to compromise with creditors and members.
71 7 Moratorium on creditors voluntary winding up in a scheme of arrange ment.

71 8
CHAPTER 28 — NETTING
Definition of applicable concepts.
719 Powers of a financial regulatory authority.
72 0 Enforceability of a qualified financial contract.
72 1 Enforceability of netting agreements.

72 2
CHAPTER 29 — MISCELLANEOUS AND S UPPLEMENTAL
APPLICATION OF THIS PART
Application of this Part.
72 3 Act to override memorandum, articles.
72 4 Application of Act to companies registered under former enactments.
72 5 Application of Act to companies regis tered but not formed.
72 6 Application of Act to unlimited companies registered under former enactments.
72 7 Restricted in this Schedule application of Act to unregistered companies.
ADMINISTRATION
72 8 Registered and head office of company.
729 Publicat ion of name by company.
73 0 Fees.
73 1 Form of register.

73 2 Rules of Court for winding -up of companies .
73 3 Certain companies to publish statement in prescribed form.
LEGAL PROCEEDINGS, ETC
73 4 Prosecution of offences.
735 Production of documents whe re offences suspected.
73 6 Costs in actions by certain limited companies.
73 7 Saving for privileged communications.
73 8 Power of Court to grant relief in certain cases.
739 Penalty for improper use of certain words.
74 0 Extended effect of penalty for offence of fraudulent trading.
74 1 Application of fines.
74 2 Application by the Commission to the Court for directions.
MISCELLANEOUS
74 3 Alteration and application of Schedules, tables and forms.
74 4 Enforcement of duty of company to make returns to C ommission.
74 5 Power of company to provide for employees on cessation or transfer of business.

74 6
PART C: TH E LIMITED LIABILITY PARTNERSHIP
CHAPTER 1 — NATURE OF LIMITED LIABILITY PARTNERSHIP
Limited liability partnership to be body corporate.
74 7 Partners.
74 8 Minimum number of partners.
749 Designated partner.
75 0 Liabilities of designated partners.
75 1 Changes in designated partners.

75 2 Penalty for contravention of sections 749 – 75 1.

75 3
CHAPTER 2 — INCORPORATION OF LIMITED LIABILITY P ARTNERSHIP AND
INCIDENTAL MATTERS

Incorporation document s.
75 4 Incorporation by registration.
75 5 Registered office of limited liability partnership and change therein.
75 6 Effect of registration.
75 7 Name.
75 8 Reservation of name and change of nam e.
759 Pe nalty for improper use of words, limited liability partnership or LLP.
76 0 Publication of name and limited liability.

76 1
CHAPTER 3 — PARTNERS AND THEIR RELATIONS
Eligibility to be partners.
76 2 Relationship of the partners.
76 3 Cessation o f partnership interest.
76 4 Registration of changes in partners.

76 5
CHAPTER 4 — EXTENT AND LIMITATION OF LIABILITY OF LIMITED
LIABILITY PARTNERSHIP AND PARTNERS
Partner as agent.
76 6 Extent of liability of limited liability partnership.
76 7 Extent of liability of partner.
76 8 Holding out.
769 Unlimited liability in case of fraud.

77 0
CHAPTER 5 — CONTRIBUTIONS
Form of contribution.

77 1

Obligation to contribute .

77 2
CHAPTER 6 — FINANCIAL DISCLOSURES
Maintenance of books of accounts, other rec ords and audit .
77 3 Annual return.

77 4

CHAPTER 7 — ASSIGNMENT AND TRANSFER OF PARTNERSHIP RIGHTS
Partner’s transferable interest.

77 5
CHAPTER 8 — INVESTIGATION
Investigation of the affairs of limited liability partnership.
77 6 Application by partne rs for investigation.
77 7 Firm, body corporate or association not to be appointed as inspector.
77 8 Power of inspectors to carry out investigation into affairs of related entities, etc.
779 Production of documents and evidence.
78 0 Seizure of documents by inspector.
78 1 Inspector’s report.
78 2 Power to bring civil proceedings on limited liability partnership’s behalf.
78 3 Criminal proceedings and other proceedings by the Attorney -General of the Federation.
78 4 Power of the Commission to present wind ing -up petition.
78 5 Expenses of investigation.
78 6 Application for winding up of limited liability partnership.
78 7 Inspector’s report to be evidence.

78 8
CHAPTER 9 — FOREIGN LIMITED LIABILITY PARTNERSHIP
Foreign limited liability partnerships.

789
CHAPTER 10 — WINDING UP AND DISSOLUTION
Winding up and dissolution.
79 0 Circumstances in which limited liability part nership may be wound up by C ourt.

79 1
CHAPTER 11 — MISCELLANEOUS
Disclosure of significant control in a limited liability partners hip.
79 2 Business transactions of partner with limited liability partnership.
79 3 Power of the Commission to strike defunct limited liability partnership off register.
79 4 Power to make rules.

79 5

PART D — THE LIMITED PARTNERSHIP

CHAPTER 1 — NAT URE OF LIMITED PARTNERSHIP
Constitution of limited partnerships.
79 6 Partners in a limited partnership.

79 7
CHAPTER 2 — REGISTRATION OF LIMITED PARTNERSHIP AND INCIDENTAL
MATTERS
Limited partnership to be registered.
79 8 Application for registratio n.
799 Certificate of registration.
80 0 Registration of changes in partnership.
80 1 Notice of change in status of general partner or assignment of share of limited partner.
80 2 Name of limited partnership.
80 3 Reservation of name and change of name of limited partnership.
80 4 Penalty for improper use of words “limited partnership” or “LP”.

80 5 Commission to keep register .
80 6 Modification of general law in case of limited partnerships.
80 7 Application of Part C.
80 8 Law as to private partnerships to apply where not excluded by this Act.
809 Inspection, etc. of documents .
810 Liability for false statement.

81 1
PART E: BUSINESS NAMES
CHAPTER 1 — ESTABLISHMENT OF BUSINESS NAMES REGISTRY;
APPOINTMENT AND FUNCTIONS OF HEAD OF OFFICE AND OTHER OFFI CERS

Establishment of business names registry in each state.
81 2 Appointment of head of office and other officers of business names registry.
81 3 Functions of the head of office.

81 4
CHAPTER 2 — REGISTRATION OF BUSINESS NAMES
Registration of business names.
81 5 Procedure for registration.
81 6 Entry of business name in the register.
81 7 Certificate of registration.
81 8 Registration of changes.

819
CHAPTER 3 — REMOVAL OF BUSINESS NAME FROM REGISTER
Removal of name from register.

82 0
CHAPTER 4 — MISCELLANEOUS AND SUPPLEMENTAL
Publication of true name.
82 1 Liability of person in default.

82 2 Annual returns.

82 3

PART F — INCORPORATED TRUSTEES
CHAPTER 1 — INCORPORATED TRUSTEES
Incorporation of trustees of certain communities, bodies and associa tions.
82 4 Classification of associations.
82 5 Method of application.
82 6 Qualification of trustees.
82 7 Constitution.
82 8 Advertisement and objections.
829 Registration and certificate.
83 0 Effect of registration and certificate.
83 1 Related assoc iations.

83 2
83 3
CHAPTER 2 — CHANGES IN REGISTERED PARTICULARS OF INCORPORATED
TRUSTEES

Change of name or object .
Alteration of provisions of the constitution.
83 4 Replacement and appointment of additional trustees.
83 5 Changes in contravention of ce rtain provisions of this Part of this Act.

83 6

CHAPTER 3 — COUNCIL, POWERS, INCOME AND PROPERTY
Council or governing body.
83 7
83 8
Exercise of powers of trustee.
Application of income and property.

839
CHAPTER 4 — SUSPENSION OF TRUSTEES, APPOINTM ENT OF INTERIM
MANAGERS, ETC.

Suspension of trustees, etc., appointment of interim manager, etc.

84 0
CHAPTER 5 — COMMON SEAL AND CONTRACT
Common seal.
841 Contract of corporate body.

84 2

CHAPTER 6 — ACCOUNTS AND ANNUAL RETURN S
POWER TO DIRECT TRANSFER OF CREDIT IN DORMANT BANK
Accounts of dissolved incorporated trustees.
84 3 Accounts which cease to be dormant before transfer.
84 4 Dormant bank accounts: supplementary.
84 5 Bi -annual statement of affairs.
84 6 Accounting reco rds and statement of accounts.
84 7 Preservation of accounting records.
84 8 Annual returns.

849
CHAPTER 7 — MERGER AND DISSOLUTION
Merger of associations.
85 0 Dissolution of a corporate body formed under this Act .

85 1

PART G — GENERAL
CHAPTER 1 — ESTABLISHMENT, ETC. OF ADMINISTRATIVE PROCEEDINGS
COMMITTEE

Establishment, etc. of administrative proceedings committee.
85 2 Prohibited and restricted names.

85 3 Duty to seek comments of government department or other body.
85 4 Permitted characters.
85 5 Misleading information, etc.
85 6 Misleading indication of activities.
85 7 Objection to the registered name of a company, limited liability partnership, limited
partnership, business name or incorporated trustees.
858 Decision of administrative proce edings committee to be made available to the public.

859
CHAPTER 3 — MISCELLANEOUS AND SUPPLEMENTAL
Resubmission of lost or destroyed registered documents.
86 0 Electronic documents.
86 1 Preservation of documents and inspection.
86 2 Penalty for false s tatements or information.
86 3 Penalty for carrying on business without registration.
86 4 Retention of records archived in soft copies.
86 5 Access to premises, etc.
86 6 Power to compound offences.
86 7 Regulations.
868 Interpretation.
869
870
Repeal a nd savings.
Citation.
Schedules

COMPANIES AND A LLIED MATTERS ACT , 2019

A Bill

For

An Act to repeal the Companies and Allied Matters Act, Cap. C20, L aws of the Federation
of Nigeria , 2004 and enact the Companies and Allied Matters Act, 2019 to p rovide for the
incorporation of companies, limited liability partnerships, limited partnerships,
registration of business names together with incorporation of trustees of certain
communities, bodies, associations ; and for related matters.
[ ]

Commencement
ENACTED by the National Assembly of the Federal Republic of Nigeria —

PART A – CORPORATE AFFAIRS COMMISSION

1. (1) There is established the Corporate Affairs Commission (in this Act referred to as
“the Commission”).

(2) The Commission —

(a) is a body corporate with perpetual succession and a
common seal;

(b) may sue and be sued in its corporate name; and

(c) may acquire, hold or dispose of any property, movable
or immovable, for the purpose of performing its
functions.

(3) The headquarter of the Commission shall be in the Federal Capital Territory, Abuja,
and there shall be established an office of the Commission in each State of the
Feder ation.

Establishment of the
Corporate Affairs
Commission.

2. (1) There is established for the Commission, a Governing Board (in this Act referred to
as “the Board”) which shall be responsible for performing the functions of the
Commission.

(2) The B oard shall consist of –

(a) a chairman who is appointed by the President on the
recommendation of the Minister, and who, by reason of
his ability, experience or specialised know ledge of
Establishment of
Governing Board of the
Commission .

corporate, industrial, commercial, financial or economic
matters, busi ness or professional attainment, is capable
of making outstanding contributions to the work of the
Commission;

(b) one representative of the –

(i) business community, appointed by the
Minister on the recommendation of the
Nigerian Association of Chambers of
Commerce, Industries, Mines and
Agriculture,

(ii) legal profession, appointed by the Minister
on the recommendation of the Nigerian Bar
Association,

(iii) accountancy profession, appointed by the
Minister after consultation with
professional bodies of accountants a s are
established by Acts of the National
Assembly,

(iv) Institute of Chartered Secretaries and
Administrators of Nigeria, appointed by the
Minister on the recommendation of the
Institute,

(v) Nigerian Association of Small and Medium
Enterprises, appointed by the Minister on
the recommendation of the Association,

(vi) Manufacturers Association of Nigeria,
appointed by the Minister on the
recommendation of the Association,

(vii) Securities and Exchange Commission not
below the rank of a Director or its
equivalent, and

(viii) each of the Federal Ministries of Industry,
Trade and Investment , Justice and Finance
who shall no t be below the rank of Director;
and

(c) the Registrar -General of the Commission.

3. (1) Subject to the provisions of subsection (2), a person appointed as a member of the
Board (not being an ex -officio member) shall hold office for a term of three years
and may be eligible for re -appointment for one further term of three years and no
mor e

(2) The Minister may, with the approval of the President, at any time remove any
member of the Board from office if the Minister is of the opinion that it is not in the
interest of the Commission for the member to continue in office and shall notify the
member in writing to that effect.

(3) The members of the Board except the Registrar -General shall be part -time
members of the Board.

(4) A member of the Board ceases to hold office if –

(a) he resigns his appointment as a member of the Board
by three m onth notice under his hand and addressed to
the Minister;

(b) he becomes of unsound mind or is incapable of
discharging his duties;

(c) he becomes bankrupt or has made arrangement with his
creditors;

(d) he is convicted of a felony or any offence involv ing
fraud or dishonesty;

(e) he is guilty of serious misconduct relating to his duties;
or

(f) in the case of a person who possesses professional
qualifications, he is disqualified or suspended from
practising his profession in any part of Nigeria by an
order of any competent authority made in respect of him
personally.

(5) There is vacancy on the Board if a member –

(a) dies;

(b) is removed from office in accordance with subsection
(2);

(c) resigns from office in accordance with subsection (4)
(a); or
Tenure of office and
vacancy on the Board.

(d) completes his tenure of office; or

(e) ceases to hold office in accordance with paragraphs (b)
to (f) of subsection (4).

(6) A vacancy on the Board shall be filled by the appointment of another person to the
vacant office in accordance with the pro visions of this Act, as soon as it is
reasonably practicable after the occurrence of such vacancy.

(7) Where a vacancy on the Board is created as a result of death, removal or
resignation of a member of the Board, a replacement of the immediate past membe r
shall be appointed to complete the unexpired period of his predecessor’s term of
office.

4. The Board shall –

(a) review and provide general policy guidelines for
performing of the functions of the Commission in
accordance with international commercial best practice;

(b) have general oversight on the administration of the
Commission;

(c) review and approve the strategic plans of the
Commission;

(d) receive and consider management reports and advise
the Mini ster on the reports;

(e) determine the terms and conditions of service of
employees of the Commission;

(f) fix the remuneration, allowances and benefits of
employees of the Commission, in consultation with the
National Salaries, Income and Wages Commissi on;

(g) ensure compliance with the provisions of this Act; and

(h) do such other things as are necessary to ensure the
effective and efficient performance of the functions of
the Commission.

Functions of the Board.
5. Members of the Board appointed und er section 2 (2) (a) – (b) shall be paid such
remuneration and allowances as the Minister may, from time to time, direct.
Remuneration and
allowances of members.

6. (1) Subject to this section and section 27 of the Interpretation Act, the Board may
make standing orders regulating its proceedings.

(2) The Chairman shall preside at every meeting of the Board but, in his absence, the
members present shall elect one of them present to preside at the meeting.

(3) The quorum for meetings of the Board is five .

(4) The Board may appoint any of its officers to act as secretary at any of its meetings.

Proceedings of the
Board.

Cap. I23, LFN, 2004.
7. (1) A member of the Board who is directly interested in any company or enterprise, the
affairs of which are be ing deliberated upon by the Board, or is interested in any
contract made or proposed to be made by the Board shall, as soon as possible after
the relevant facts have come to his knowledge, disclose the nature of his interest at
a meeting of the Board.

(2) A disclosure, under subsection (1), shall be recorded in the minutes of the Board,
and the member shall –

(a) not take part, after such disclosure, in any deliberation
or decision of the Board with regard to the subject
matter in respect of which his inte rest is disclosed; and

(b) be excluded for the purpose of constituting a quorum of
the Board for any such deliberation or decision.

Disclosure of interest.

8. (1) The functions of the Commission shall be to –

(a) administer this Act, including the reg istration,
regulation and supervision of –

(i) the formation, incorporation, management, striking
off and winding up of companies,

(ii) business names, management and removal of
names from the register, and

(iii) the formation, incorporation, management and
dissolution of incorporated trustees;

(b) establish and maintain a company’s registry and office
in each State of the Federation suitably and adequately
equipped to perform its functions under this Act or any
other law;

(c) arrange or conduct an in vestigation into the affairs of
Functions of the
Commi ssion.

any company, incorporated trustees or business names
where the interest of shareholders, members, partners or
public so demands;

(d) ensure compliance by companies, business names and
incorporated trustees with the provisio ns of this Act and
such other regulations as may be made by the
Commission;

(e) perform such other functions as may be specified in
this Act or any other law; and

(f) undertake such other activities as are necessary or
expedient to give full effect to th e provisions of this Act.

(2) Nothing in this section affects the powers, duties or jurisdiction of the Securities
and Exchange Commission under the Investments and Securities Act (or any
amendment thereto or re -enactment thereof).

Cap. I23, LFN, 2004.
9. (1) The Commission shall appoint a Registrar -General who –

(a) is qualified to practice as a legal practitioner in
Nigeria;

(b) has been so qualified for at least 10 years; and

(c) in ad dition, has had experience in company law
practice or administration for at least eight years.

(2) The Registrar -General –

(a) is the Chief Executive of the Commission;

(b) is subject to the directives of the Board and shall
hold office on such –

(i) terms and co nditions as may be specified in
his letter of appointment, and

(ii) other terms and conditions as may be
determined by the Board with the approval
of the President.

(3) The Registrar -General is the accounting officer for the purpose of controlling and
disbur sing amounts from the Fund established under section 13.

Appointment of
Registrar -General.

10. The Commission may appoint such other staff as it may deem necessary for the
efficient performance of the functions of the Commission under this Act.

Appoint ment of staff.

11. Notwithstanding the provisions of any enactment to the contrary, a person appointed
to the office of Registrar -General under section 9 of this Act or a person appointed
under section 10 of this Act who is a legal practitioner shall, w hile so appointed, be
entitled to represent the Commission as a legal practitioner for the purpose and in the
course of his employment.

Right to appear in
Court.

12. (1) Service in the Commission shall be approved service for the purpose of the
Pensions Reform Act (or any amendment thereto or re -enactment thereof) and
accordingly, officers and other persons employed in the Commission are, in
respect of their service in the Commission entitled to pensions, gratuities and
other retirement benefits as deter mined in the Commission’s conditions of
service.

(2) Nothing in this Act shall prevent the appointment of a person to any office on
terms in the Commission which preclude the grant of pension contributions or
gratuity.

Service in the
Commission to be
pen sionable.

Act No. 4, 2014.
13. The Commission shall establish a fund (in this Act referred to as “the Fund”) which
shall consist of –
(a) money as may be allocated to it by the Federal
Government; and
(b) such other money as may accrue to it in the
perf ormance of its functions.
Fund of the
Commission .
14. The Commission may apply the proceeds of the Fund –

(a) to the cost of administration of the Commission;
(b) for re-imbursing members of the Board or any
Committee set up by the Board for such expens es as
may be authorised or approved by the Board, in
accordance with the rate approved in that behalf by the
Minister;
(c) to the payment of salaries, fees or other remuneration or
allowances, pensions and gratuities payable to the
employees of the Commiss ion;
(d) for the maintenance of any property acquired or vested
in the Commission; and
Expenditure of the
Commission.

(e) for any purpose related to the functions of the
Commission under this Act .
15. (1) The financial year of the Commission starts on the 1st day of January and end on
the 31st day of December of the same year or any time as may be prescribed by
Financial Regulations issued by the Federal Government of Nigeria.

(2) The Commission shall keep proper accounts and records in relation thereto and
shall prepare in respect of each year a statement of accounts in such form as may
be prescribed by the Financial Reporting Council of Nigeria .

(3) The accounts of the Commission shall be audited, not later than six months after
the end of the year, by auditors appointed by the Commission from the list and in
accordance with guidelines issued by the Auditor -General for the Federation, and
the fees of the auditors and the expenses of the audit generally shall be paid from
the funds of the Commission.

(4) The Commission shall, not later than 30 th September in each year, cause to be
prepared an estimate of the expenditure and income of the Commission during the
next succeeding year and shall be submitted to the Minister .

Annual accounts, audit
and estimat es.
16. The Commission shall, not later than 30 th June in each year, submit to the Minister a
report on the activities of the Commission during the immediate preceding year, in such
form as may be prescribed by the Minister and shall include in such repor t the audited
accounts of the Commission.
Annual report.
17. (1) A suit shall not be commenced against the Commission before the expiration of 30
days after a written notice of intention to commence the suit i s served upon the
Commission by the intending plaintiff or his agent.
(2) The notice referred to in subsection (1) shall clearly state the –
(a) cause of action;
(b) particulars of the claim;
(c) name and place of abode of the intending plaintiff; and
(d) relief sought.
Pre -action notice and
restricti on on levy of
execution.

PART B – INCORPORATION OF COMPANIES AND INCIDENTAL MATTERS

CHAPTER 1: FORMATION OF COMPANY

18. (1) As from the commencement of this Act , any two or more persons may form and
incorporate a company by complying with the requirem ents of this Act in respect
of registration of the company.

(2) Notwithstanding subsection (1) , one person may form and incorporate a private
company by complying with the requirements of this Act in respect of private
companies.

(3) A company may not be formed or incorporated for an unlawful purpose.

Right to form a
company.
19. (1) No association, or partnership consisting of more than 20 persons shall be formed
for the purpose of carrying on any business for profit or gain by the association, or
partnership, or by the individual members thereof, unless it is registered as a
company under this Act , or is formed in pursuance of some other enactments in
force in Nigeria.

(2) Nothing in this section shall apply to-

(a) any co -operative society reg istered under the provisions
of any enactment in force in Nigeria; or

(b) any partnership for the purpose of carrying on practi ce –

(i) as legal practitioners, by persons each of whom is a
legal practitioner, or

(ii) as accountants by persons each of wh om is entitled
by law to practise as an accountant.

(3) If at any time the number of members of an association or partnership exceeds 20
in contravention of this section and it carries on business for more than 14 days
while the contravention continues, each person who is a member of the company,
association or partnership during the time it so carries on business is liable to a fine
as prescribed by the Commission for every day during which the default continues.

Association and
partnership of more
than 20 members when
permitted.
20. (1) Subject to subsection (2) , an individual shall not join in the formation of a
company under this Act if he is –

(a) less than 18 years of age;

(b) of unsound mind and has been so found by a court in
Nigeria or elsewhe re;
Capacity of individual
to form company .

(c) an undischarged bankrupt; or

(d) disqualified under sections 281 and 28 3 of this Act
from being a director of a company.

(2) A person shall not be disqualified under subsection (1) (a) , if two other persons not
disqualified under that subsectio n have subscribed to the memorandum.

(3) A corporate body in liquidation shall not join in the formation of a company under
this Act.

(4) Subject to the provisions of any enactment regulating the rights and capacity of
aliens to undertake or participate in trade or business, an alien or a foreign
company may join in forming a company.

21. (1) An incorporated company may be a company –

(a) having the liability of its members limited by the
memorandum of associatio n to the amount, if any,
unpaid on the shares respectively held by them (in this
Act referred as “a company limited by shares ”);

(b) having the liability of its members limited by the
memorandum of association to such amount as the
members may respectivel y undertake to contribute to
the assets of the company in the event of its being
wound up (in this Act referred to as “a company limited
by guarantee ”); or

(c) not having any limit on the liability of its members (in
this Act referred to as “an unlimited company ”).

(2) A company of any of these types may either be a private company or a public
company.

Types of companies.
22. (1) Private company is one which is stated in its memorandum of association to be a
private company.

(2) Subject to the provisio ns of the articles, a private company may restrict the transfer
of its shares and also provide that –

(a) the company shall not, without the consent of all its
members, sell assets having a value of more than 50% of
the total value of the company’s assets ;
Private company.

(b) a member shall not sell that member’s shares in the
company to a non -member, without first offering those
shares to existing members; and

(c) a member, or a group of members acting together, shall
not sell or agree to sell more than 50% of the shar es in
the company to a person who is not then a member,
unless that non -member has offered to buy all the
existing members’ interests on the same terms.

(3) The total number of members of a private company shall not exceed 50, not
including persons who are bona fide in the employment of the company, or were,
while in that employment and have continued after the determination of that
employment, to be members of the company.

(4) Where two or more persons hold one or more shares in a company jointly, they
shall, for the purpose of subsection (3), be treated as a single member.

(5) A private company shall not, unless authorised by law, invite the public to-

(a) subscribe for any share or debenture of the company; or

(b) deposit money for fixed periods or payable at call,
whether or not bearing interest.

23. (1) Subject to subsection (2) , where default is made in complying with any of the
provisions of section 22 of this Act in respect of a private company, the company
shall cease to be en titled to the privileges and exemptions conferred on private
companies by or under this Act and this Act shall apply to the company as if it
were not a private company.

(2) If a Court, on the application of the company or any other person interested, is
satisfied that the failure to comply with the provisions of section 22 of this Act was
accidental or due to inadvertence or to some other sufficient cause or that on other
grounds it is just and equitable to grant relief, the court may, on such terms and
co nditions as may seem to be just and expedient, order that the company be
relieved from the consequences mentioned in subsection (1) .

Consequences of
default in complying
with conditions
constituting a private
company.
24. A ny company other than a private company shall be a public company and its
memor andu m of association shall state that it is a public company.
Public company.
25. An unlimited company shall be registered with a share capital not below the minimum
issued share capital permitted under sec tion 27 (2) (a) of this Act.
Unlimited company.

26. (1) Where a company is to be formed for the promotion of commerce, art, science,
religion, sports, culture, education, research, charity or other similar objects, and the
income and property of the comp any are to be applied solely towards the promotion of
its objects and no portion thereof is to be paid or transferred directly or indirectly to
the members of the company except as permitted by this Act, the company shall not
be registered as a company lim ited by shares, but may be registered as a company
limited by guarantee.

(2) Any provision in the memorandum or articles of association or in any resolution of the
company purporting to give any person a right to participate in the divisible profits of
the company or purporting to divide the company’s undertaking into shares or interest
is void.

(3) A company limited by guarantee shall not be incorporated with the object of
carrying on business for the purpose of making profits for distribution to member s.

(4) The memorandum of a company limited by guarantee shall not be registered
without the authority of the Attorney‐General of the Federation.
(5) The Attorney -General of the Federation shall within thirty days grant authority to
the promoters of a company lim ited by guarantee where there are no objections to
the memorandum or other cogent reasons to decline to grant approval to register the
company as one limited by guarantee.
(6) Where further information is required by the Attorney -General of the Federation
from the promoters of a company limited by guarantee, the thirty -day period shall
begin on receipt of all relevant information.
(7) Where all valid documents are furnished and no decision has been made by the
Attorney -General of the Federation within the thirty -day period –
(a) the promoters shall place advertisements in three national dailies and shall
invite objections , if any, to the incorporation of the company;
(b) an objection shall state the grounds on which it is made and shall be
forwarded to the Comm ission within 28 days from the date of the last
publications in the newspapers, where there is objection to the incorporation
of the company;
(c) the Commission –
(i) shall consider the objection and may require the objector and
applicant to furnish further infor mation or documentation; and
(ii) may uphold or reject the objection as it deems fit and inform the
applicant accordingly.

(8) If the Commission is satisfied that the memorandum and articles of association
have complied with the provisions of this Section , it shall cause the application to

Company limited by
guarantee.

be advertised in the prescribed form in three national daily newspapers.

(9) The advertisement referred to in subsection (8) shall invite objections, if any, to
the incorporation of the company and the objection shall state the grounds on which
it is made and shall be forwarded to reach the Commission within 28 days of the
date of the last of the publications in the newspapers, and if any objection is made
the Commission shall consider it and may require the objector and app licant to
furnish further information or documentation, and may uphold or reject the
objection as it deems fit and inform the applicant accordingly.

(10 ) If –

(a) after the advertisement, no objection is received within the period
specified in subsection (9) or, where any objection is received, the
same is rejected, the Commission, having regard to all the
circumstances, may assent to the application or withhold its assent;
and

(b) the Commission assents to the application, it shall register the
company and issue a certificate of incorporation.

(11 ) If a company limited by guarantee carries on business for the purpose of
distributing profits to its members, all officers and members who are cognisant of
the fact that it is so carrying on business shall jointly and severally be liable for the
payment and discharge of all the debts and liabilities of the company incurred in
carrying on such business, and the company and every such officer and member
shall be liable to penalty as prescribed by the Commission for every day during
which it carries on such business.

(12 ) The total liability of a member of a company limited by guarantee to contribute to
the assets of the company in the event of its being wound up shall not at any time
be less than N100,000.

(13 ) Subject to compliance with subsection (10 ), the articles of association of a
company limited by guarantee may provide that a member can retire or be removed
from membership of the company by a special resolution duly filed with the
Commission.

(14) If in breach of subsection ( 10 ), the total liability of the members of any company
limited by guarantee is at any time less than N100,000 , every director and member
of the company who is cognisant of the breach is liable to a penalty as prescribed
by the Commis sion for every day during which the default continues.

(15) Subject to section 117 (4) (d) of this Act, if upon the winding up of a company
limited by guarantee, there remains, after the discharge of all its debts and
liabilities, any property of the comp any, the same shall not be distributed among

the members but shall be transferred to some other company limited by guarantee
having objects similar to the objects of the company or applied to some charitable
object and such other company or association sha ll be determined by the members
prior to dissolution of the company.

MEMORANDUM OF ASSOCIATION

27. (1) The memorandum of association of every company shall state –

(a) the name of the company;

(b) that the registe red office of the company shall be
situated in Nigeria;

(c) the nature of the business or businesses which the
company is authorised to carry on, or, if the company
is not formed for the purpose of carrying on business,
the nature of the object or object s for which it is
established;

(d) the restriction, if any, on the powers of the company;

(e) that the company is a private or public company, as the
case may be; and

(f) that the liability of its members is limited by shares, by
guarantee or unlimited, as the case may be.

(2) If the company has a share capital –

(a) the memorandum of association shall also state the
amount of the minimum issued share capital which shall
not be less than N100,000.00 in the case of a private
company and N2,000,000.00, in the case of a public
company, with which the company proposes to be
registered, and the division thereof into shares of a fixed
amount; and

(b) each subscriber shall write opposite his name the
number of shares he takes.

(3) A subscriber of the memorand um who holds the whole or any part of the shares
subscribed by him in trust for any other person shall disclose that fact and the name
of the beneficiary in the memorandum of association .

Requirements with
respect to the
memorandum of a
company.

(4) The memorandum of association of a company limited by guarantee shall also state
that –

(a) the income and property of the company shall be
applied solely towards the promotion of its objects, and
that no portion thereof shall be paid or transferred
directly or indirectly to the members of the company
except as permit ted by, or under this Act; and

(b) each member undertakes to contribute to the assets of
the company in the event of its being wound up while he
is a member or within one year after he ceases to be a
member for payment of debts and liabilities of the
comp any, and of the costs of winding up, such amount
as may be required not exceeding a specified amount
and the total of which shall not be less than N100,000.

(5) The memorandum of association shall be signed by each subscriber in the presence
of at least one witness who shall attest the signature.

(6) The memorandum shall be stamped as a deed.

NAME OF COMPANY

28. Subject to the provisions of section 27 of this Act , the form of memorandum of
ass ociation of-

(a) a company limited by shares,

(b) a company limited by guarantee, and

(c) an unlimited company,

shall be in such form as may be prescribed by regulations
issued by the Commission.

Form of memorandum
of association.
29. (1) The name of a private company limited by shares shall end with the word,
“Limite d”.

(2) The name of a public company limited by shares sh all end with the word s, “Pu blic
Limited Company”.

(3) The name of a c ompany limited by guarantee sh all end with the word s, “ Limited
by Guarantee”.

(4) T he name of an unlimited company shall end with the word, “Unl imite d”.
Name as stated in the
memorandum of
association.

(5) A company may use the abbr eviati on s, “Ltd”, “PLC” “Ltd/Gte ” and “Ul td” for t he
word s, “Limited”, “Public Limited Company”, “Limited by Guarantee” a nd
“Unlimited” respectively in the name of the company.

30. (1) If a company, through inadvertence or otherwise, on its first registration or on its
registration by a new name, is registered under a name identical with that by which
a company in existence is previously registered, or nearly resembling it to be likely
to deceive, the first -mentioned company may, with the approval of the
Commission, change its name, and if the Commission directs, the company
concerned shall ch ange its name within six weeks from the date of the direction or
such longer period as the Commission may allow.

(2) If a company defaults in complying with a direction under subsection (1) , such
company shall, without prejudice to any other lawful action which the
Commission may take against it, be liable to a penalty as prescribed by the
Commission, for every day during which the default continues.

(3) Any company may, by special resolution and with the approval of the Commission
signified in writing, change its name, provided that no such approval shall be
required where the only change in the name of a company is the substitution of the
words , “Public Limited Company ”, for the word , “Limited ” or vice versa on the
conversion of a private company into a public company or a public company into a
private company in accordance with this Act .

(4) Nothing in this Act precludes the Commission from requiring a company to change
its name if it discovers that such a name conflicts with an existing trade mark or
business name registered in Nigeria prior to the registration of the company and
the consent of the owner of the trade mark or business name was not obtained.

(5) Where a company changes its name, the Commission shall enter the new name on
the register in place of the former name, and issue a certificate of incorporation
altered to meet the circumstances of the case.

(6) The change of name does not affect any right or obligation of the company, or
render defective any legal proceeding by or against the com pany, and any legal
proceeding that could have been continued or commenced against or by it in its
former name, may be continued or commenced against or by it in its new name.

(7) Any change made in the name of a company under this section shall be publis hed
periodically by the Commission in a national daily newspaper and on its website.

Change of name of
company.
31. (1) The Commission may, upon receipt of an application delivered to it in hard copy
or through electronic communication and on payment of the prescribed fees,
reserve a name pending registration of a company or change of name by a
company upon confirmation of the availability of such name.
Reservation of name.

(2) The reservation mentioned in subsection (1) shall be determined upon receipt of
the application un der subsection (1), and shall be valid for such period as the
Commission may deem fit not exceeding 60 days, and during the period of
reservation no other company shall be registered under the reserved name or under
any name which, in the opinion of the Co mmission nearly resembles the reserved
name.

(3) Notwithstanding the provisions of subsections (1) and (2), the Commission may at
any time before a certificate of incorporation is issued, withdraw or cancel a
reserved name if it discovers that such name i s identical with that by which a
company in existence is already registered, or so nearly resembles it as to be likely
to deceive.

(4) If any name becomes available in the event of a change of name or otherwise, the
Commission shall have the power to appr ove the name for use by another company
after 60 days from the date of approval of such change of name.

(5) The Commission may withdraw or cancel approval for reservation of name where
it is discovered that the approval was fraudulently, unlawfully or imp roperly
procured.

32. (1) A company shall have articles of association prescribing regulations for the
company.

(2) Unless it is a company to which model articles apply by virtue of section 34 it shall
register articles of associati on.

(3) Articles of association registered by a company shall be –

(a) contained in a single document, and

(b) divided into paragraphs numbered consecutively.

(4) Reference in this Act t o a company’s “articles” are to its articles of association.

Arti cles of association .
33. (1) The Minister may by regulations prescribe model articles of association for
companies.

(2) Different model articles may be prescribed for different descriptions of companies.

(3) A company may adopt all or any of the provisi ons of model articles.

(4) Any amendment of model articles by regulations does not affect a company
registered before the amendment takes effect.

Power of Minister to
prescribe mo del articles.

(5) In this section , “amendment” includes addition, alteration or repeal.

34. (1) On the formation of a limited company if articles are –

(a) not registered; or

(b) registered, in so far as they do not exclude or modify
the relevant model articles, the relevant model articles
form part of the company’s article s in the same manner
and to the same extent as if those articles expressly
included the relevant model articles in the form in
which those articles had been duly registered.

(2) In this section, t he “relevant model articles” means the model articles presc ribed
by the Commission for a company of that description as in effect at the date on
which the company is registered.

Default application of
model articles .
35. (1) Unless a company’s articles specifically restrict the objects of the company, its
object s are unrestricted.

(2) Where a company amends its articles to add, remove or alter a statement of the
company’s objects –

(a) it shall give notice to the Commission;

(b) on receipt of the notice, the Commission shall register
it; and

(c) the amendment is not effective until after the entry of
that notice in the register.

(3) Any such amendment does not affect any right or obligation of the company or
render defective any legal proceeding by or against it.

Statement of company’s
objects.

REG ISTRATION OF COMPANIES

36. (1) The memorandum of association shall be delivered to the Commission together
with an application for registration of the company, the documents required by this
section and a statement of compliance.

(2) The application for registration shall state –

(a) the company’s proposed name;

(b) the registered office address and head office address if
different from the registered office address;

(c) whether the liability of the members of the company is
to be limited and, if so, whether it is to be limited by
shares or by guarantee; and

(d) whether the company is to be a private or a public company.

(3) If the application is delivered by a person as agent for the subscribers to the
memorandum of association, it shall state the name and address of that agent.

(4) The application shall contain –

(a) in the case of a company that has a share capital, a
statement of initial issued share capital and initial
shareholdings;

(b) in the case of a company that is limited by guarantee, a
statement of guarantee;

(c) a statement of the company’s proposed directors ;

(d) a statement of the proposed registered office of the
company; and

(e) a copy of the proposed articles of association to the
extent that these are not supplied by the defaul t
application of model articles.

Registration documents.
37. (1) The statement of initial issued share capital and initial shareholdings required to be
delivered in the case of a company that has a share capital shall state –

(a) the total number of sh ares of the company to be taken
on formation by the subscribers to the memorandum of
association;

Statement of capital and
initial shareholdings.

(b) the aggregate nominal value of those shares;

(c) for each class of shares –

(i) prescribed particulars of the rights attached to the
shares,

(ii) the total number of issued shares of that class, and

(iii) the aggregate nominal value of issued shares of
that class; and

(d) the amount to be paid up and the amount (if any) to be
unpaid on each share (whether on account of the
nominal value of the share or by way of premium).

(2) The statement of initial issued share capital and initial shareholdings shall –

(a) contain such information as may be prescribed for the
purpose of identifying the subscribers to the
memorandum of association ; and

(b) with respect to each subscriber to the memorandum –

(i) the number, nominal value (of each share) and
class of shares to be taken by him on formation,
and

(ii) the amount to be paid up and the amount (if any)
to be unpaid on each share (whether on account of
the nomi nal value of the share or by way of
premium).

(3) Where a subscriber to the memorandum is to take shares of more than one class,
the information required under subsection (2) (b) is required for each class.

(4) The total fees payable to the Commission in connection with the filing or increase
of a company’s issued share capital under this Part of this Act shall be as the
Minister may by regulation specify.

38. (1) The statement of guarantee required to be delivered in the case of a company that is
limited by guarantee shall –

(a) contain such information as may be prescribed for the
purpose of identifying the subscribers to the
memorandum of association; and

Statement of guarantee.

(b) that each member undertakes that, if the co mpany is
wound up while he is a member, or within one year
after he ceases to be a member, he shall contribute to
the assets of the company such amount as may be
required for –

(i) payment of the debts and liabilities of the company
contracted before he ce ases to be a member,
payment of the costs, charges and expenses of
winding up, and

(ii) adjustment of the rights of the contributories
among themselves, not exceeding a specified
amount.

39. (1) The statement of the company’s pro posed directors required to be delivered to the
Commission shall contain the required particulars of –

(a) the person who is, or persons who are, to be the first
director or directors of the company; and

(b) where applicable, the person who is, or persons who
are, to be the first secretary or joint secretaries of the
company.

(2) The required particulars are the particulars that are required to be stated in the case
of a –

(a) director, in the company’s register of directors and
register of directors’ residential addresses; and

(b) secretary, in the company’s register of secretaries.

(3) The statement shall also contain a consent by each of the persons named as a
director, as secretary or one of joint secretaries, to act in the relevant capacity but if
all the partners in a firm are to be joint secretaries, consent may be given by one
partner on behalf of all of them.
Statement of proposed
Directors.

40. (1) The statement of compliance required to be delivered to the Commission is a
statement by the ap plicant or his agent that the requirements of this Act as to
registration have been complied with.

(2) The Commission may accept the statement of compliance as sufficient evidence of
compliance.

(3) Nothing in this section prevent s the Commission from ac cepting declaration of
compliance which is signed by a legal practitioner and attested before the

Statement of
compliance

commissioner for oath s or notary public.

41. (1) The Commission shall register the memorandum and articles unless in its opinion

(a) they do not comply with the provisions of this Act;

(b) the business which the company is to carry on, or the
objects for which it is formed, or any of them, are
illegal;

(c) any of the subscribers to the memorandum is
incompetent or disqualified in accordance with section
20 of this Act ;

(d) there is non -compliance with the requirement of any
other law as to registration and incorporation of a
company; or

(e) the proposed name conflicts with or is likely to conflict
with an existing company, tr ade mark or business name
registered in Nigeria.

(2) Any person aggrieved by the decision of the Commission under subsection (1),
may give notice to the Commission requiring it to apply to the Court for directions
and the Commission shall, within 21 days of the receipt of such notice, apply to
the court for the directions.

(3) The Commission may, in order to satisfy itself as provided in subsection (1) (c), by
instrument in writing, require a person subscribing to the memorandum to make
and lodge with the Commission, a statutory declaration to the effect that he is not
disqualified under section 20 of this Act from joining in forming a company.

(4) Steps to be taken under this Act to incorporate a company shall not include any
invitation to subscribe for shares or on the basis of a prospectus.

(5) Upon registration of the memorandum and articles, the Commission shall certify
under its seal –

(a) that the company is incorporated;

(b) in the case of –

(i) a limited company, that the liability of the members
is limited by shares or by guarantee , or

(ii) an unlimited company, that the liability of the
Registration.

members is unlimited; and

(c) that the company is a private or public company, as the
case may be.

(6) The certificate of incorporation shall be prima facie evidenc e that all the
requirements of this Act in respect of registration and matters precedent and
incidental to it have been complied with and that the association is a company
authorised to be registered and duly registered under this Act.

(7) The Commission may withdraw, cancel or revoke a certificate of incorporation
issued under this Act where it is discovered that the certificate was fraudulently,
unlawfully or improperly procured.

(8) The Commission may cause the publication of the withdrawal, cancellati on or
revocation of certificates of incorporation periodically in the Federal Government
Gazette.

42. As from the date of incorporation mentioned in the certificate of incorporation, the
subscriber of the memorandum together with such other persons as may become
members of the company, shall be a body corporate by the name contained in the
memorandum, capable of exercising all the powers and performing all functions of an
incorporated company including the power to hold land, and having per petual
succession, but with such liability on the part of the members to contribute to the
assets of the company in the event of its being wound up as is mentioned in this Act.

Effect of registration.
CAPACITY AND POWERS OF COMPANIES

43. (1) Except to the extent that the company’s memorandum or any enactment otherwise
provides, every company shall, for the furtherance of its business or objects, have
all the powers of a natural person of full capacity.

(2) A company shall not have or exercise power either directly or indirectly to make a
donation or gift of any of its property or funds to a political party or political
association, or for any political purpose, and if any company, in breach of this
subsection makes any donation or gift of its property to a political party or political
association, or for any political purpose, the officers in default and any member
who voted for the breach shall be jointly and severally liable to refund to the
company the sum or value of the donation or gift and in add ition, every such
officer or member commits an offence and is liable to a fine equal to the amount or
value of the donation or gift.

Powers of companies
prohibition of donations
for political purpose.
44. (1) A company shall not, carry on any business expressly prohibited by its
memorandum and shall not exceed the powers conferred upon it by its
memorandum or this Act.
Effect of ultra vires
acts.

(2) A breach of subsection (1) , may be asserted in any proceeding under sections 344
– 358 of this Act or under subsection (4) of this section.

(3) Notwithstanding the provisions of subsection (1) , no act of a company ,
conveyance or transfer of property to or by a company shall be invalid by reason
of the fact that such act, conveyance or transfer was not done or made for the
furtheranc e of any of the authorised business of the company or that the company
was otherwise exceeding its objects or powers.

(4) On the application of-

(a) any member of the company, or

(b) the holder of any debenture secured by a floating charge
over all or any of the company’s property or by the
trustee of the holders of any such debentures, the Court
may prohibit, by injunction, the doing of,

any act , conveyance or transfer of any property in
breach of subsection (1) .

(5) If the transactions sought to be prohibited in any proceeding under subsection (4)
are being, or are to be performed or made pursuant to any contract to which the
company is a party, the Court may, if it deems the same to be equitable and if all
the parties to the contract are parties to the proceedings, set aside and prohibit the
performance of such contract, and may allow compensation to the company or to
the other parties to the contract for any loss or damage sustained by them by
reason of the setting aside or prohibition of the pe rformance of such contract but
no compensation shall be allowed for loss of anticipated profits to be derived
from the performance of such contract.
45. (1) Where there is provision in the memorandum of association of a company
restricting the powers and capacity of the company to carry on its authorised
business or object, the restriction may be relied on and have effect only for the
purpo se of proceedings –

(a) against the company by a director or member of the
company, or wh ere the company has issued debentures
secured by a floating charge over all or any of the
company’s property, by the holder of any of the
debentures or the trustee for the holders of the
debentures;

(b) by the company or a member of the company against
the present or former officers of the company for
failure to observe any such restriction;
Effect of reliance on
restrictions in the
memorandum.

(c) by the Commission or a member of the company to
wind up the company; or

(d) for the purpose of restraining the company or other
person from acting in breach of the memorandum or
directing the company or such person to comply with
the same.

(2) A person may not in the proceedings referred to in subsection (1) (a), (b) or (c) , rely
on a restriction of the power or capacity of the company contained in the
memorand um in any case where he voted in favour of, or expressly or by conduct
agreed to the doing of an act by the company or the conveyance by or to the
company of property which, it is alleged in the proceedings, was or would be
contrary to the restriction.

46. (1) Subject to the provisions of this Act, the memorandum and articles, when
registered, shall have the effect of a deed between the company and its members
and officers and between the members and officers themselves whereby they
agree to observe and perform the provisions of the memorandum and articles, as
altered in so far as they relate to the company, its members, or officers .

(2) All money payable by any member to the company under the memorand um or
articles shall be a debt due from him to the company and shall be of the nature of
a specialty debt.

(3) Where the memorandum or articles empower any person to appoint or remove any
director or other officer of the company, such power shall be enfor ceable by that
person notwithstanding that he is not a member or officer of the company.

(4) In any action by any member or officer to enforce any obligation owed under the
memorandum or articles to him and any other member or officer, such member or
offi cer may, if any other member or officer is affected by the alleged breach of
such obligation, with his consent, sue in a representative capacity on behalf of
himself and all other members or officers who may be affected other than any
who is a defendant an d the provisions of Chapter 13 of this Act shall apply.

Effect of memorandum
and articles.

47. (1) A company shall, on being so required by any member, send to him a copy of the
memorandum and articles, and a copy of any enactment which alters the
memor andum, subject to payment, in the case of a copy of the memorandum and
of the articles, of the cost of producing the said documents (such cost not to exceed
N500 or such other amount that the Commission may prescribe ) or such lesser sum
as the company may prescribe and, in the case of a copy of an enactment, of such
sum not exceeding the published price thereof as the company may require.

(2) If a company defaults in complying with this section, the company and every
Member’s right to
copies of memorandum,
etc.

officer of the company who is in defaul t is liable to such penalty as the
Commission shall prescribe by regulation.

48. (1) Where an alteration is made in the memorandum of a company, every copy of the
memorandum issued after the date of the altera tion shall be in accordance with the
alteration.

(2) Where any such alteration has been made, the company at any time after the date
of the alteration issues any copy of the memorandum which is not in accordance
with the alteration, it shall be liable to such penalty as the Commission shall
prescribe by regulation for each copy so issued, and every officer of the company
who is in default is liable to the like penalty.

Copies of memorandum
issued to embody
alterations.
49. (1) A company may not alter the conditions contained in its memorandum except in
the cases and in the manner and to the extent for which express provision is made
in this Act.

(2) Only those provisions which are required by section 27 or by any other specific
provision contained in this Act, to be stated in the memorandum of the company
concerned, are deemed to be conditions contained in its memorandum.

Restriction on alteration
of memorandum.
50. (1) The name of the company shall not be altered except with the consent of the
Commiss ion in accordance with section 30.

(2) The business which the company is authorised to carry on or, if the company is not
formed for the purpose of carrying on business, the objects for which it is
established, may be altered or added to in accordance wit h the provisions of
section 51 .

(3) Any restriction on the powers of the company may be altered in the same way as
the business or objects of the company.

(4) The share capital of the company may be altered in accordance with the provisions
of sections 128 – 130, but not otherwise.

(5) Subject to section 54, any other provision of the memorandum maybe altered in
accordance with section 51 , or as otherwise provided in this Act .

Alteration of
memorandum.
51. ( 1) W here a c ompany has stated its bus iness or objects in its memorandu m, such a
company may, at a meeting of which notice in writing has been duly given to all
members (whether or not they are entitled to), by special resolution alter t he
pro vision s of its memorandu m with respect to the bu siness or objects of the
company:

Provided that if an a pp licati on is made to the Cour t in accord ance with this section
for the alte ration to be cancelle d, it shall not have effect excep t in so far as it is
Mode of alteration of
business or objects.

con firmed by the Court.

(2) An app licati on under this section may be made to the Court by the holders of not
less —

(a) in the agg regate, than 15% in nominal value of the
company’s issu ed sh are cap ital or any cla ss thereof or ,
if the c ompany is not limited by sh ares, not less than
15% o f the c ompany’s members; or

(b) than 15% of the company’s debentures e ntit ling the
holders to ob ject to alte rati ons of its ob jects:

Provided that any such app lic ation shall not be made by
any person who has con sented to or voted in favour of the
alte rati on.

(3) An app licati on under this section sh all be made not later than 28 days after the date
on which the resolution alte ring the company’s bus iness or objects was pas sed, and
may be made on behalf of the person s entit led to make the a pp licati on by su ch one
or more of them as they may appo int in writing f or that purpo se.

(4) On an app licati on under this section, the Court may make an ord er confirming t he
alte rati on either wholly or in part and on such terms and conditio ns as it deems fit,
and may adjourn the pro ceeding s in ord er that an arrang ement may be made to the
satisfaction of the Court for the purchase of the interest of dissenting members, and
the Court may give such dire ction s and make such ord ers as it considers expedient
for facilitat ing or carr ying into effect any such arrangement, but t hat no part of the
cap ital of the company sh all be expended in any case.

(5) T he debentures entitling the ho lders to object to alte rati ons of a c ompany’s
bus iness or ob jects sh all be any debenture secured by a floati ng charge.

(6) T he special resolution alte ring a c ompany’s bus iness or objects requires the same
notice to the holders of such debentures as to memb ers of the c ompany, and in
default of any pro vision regulat ing the giving of notice to any debenture holder, the
pro vision s of the company’s articles regulat ing the giving of notice to members
shall app ly.

(7) W here a c ompany passes a resolution alte ring its bu siness or objects and—

(a) a pp licati on is thereafter made to the Court for its
con firmati on under this section, the company shall
for thwith give notice to the Comm ission of t he making
of the app licati on, and thereafter there shall be deli vered
to t he Commission within 15 days from the date of its

making—

(i) a c ertified true copy of the ord er, in the case of
refus al to c onfirm the reso lution; and

(ii) a c ertified true copy of the ord er, in the case of
confirmati on of t he res olution together with a
printed cop y of the memor andum as alte red;

(b) n o app licati on is made with respect to confirmation to a
Court un der this section, t he company shall, within 15
days from the end of the period for making su ch an
app licati on, deliver to the Commission a c opy of the
resolution as passed.

(8) If the Comm ission—

(a) is satisfied, a printed copy of the memor andum as
alte red by the res olution sh all forthwith be deli vered to
it;

(b) is not sat isfied, it shall give notice in writing to the
company of its decision and an app eal from its decision
shall thereafter lie to the Court at the suit of any person
aggrieved and such appeal shall be made within 21
days fro m the date of t he receipt by the company of the
notice of rejection, or within such e xtended time as the
Court may all ow.

(9) T he Court may at any time extend the time for the deli very of do cuments to the
Comm ission under su bsection (7 ) (a) for such period as the court may consider
prop er.

(10) If a c ompany defaults in giving notice or deli vering any do cument to the
Comm ission as required by sub section (7), the company and e very of ficer of the
company who is in default is lia ble to su ch penalty as t he Commission shall
pr esc ribe by regulation, and for every day during which the default continues .

(11) T he vali dity of an alte rati on of the pro vision of a c ompany’s memor andu m with
respect to the bus iness or objects of the company shall not be quest ioned on the
groun d that it was not authorised by subsection (1 ) excep t in pro ceeding s taken for
the purpo se (whether un der this section or otherwise) befor e the expirati on of 21
days after the date of the resolution in that behalf , a nd where such pro ceeding s are
taken otherwise than und er this section, su bsections (6) , (7) , (8) and (9) of this
section shall app ly in relati on thereto as if they had been taken under this section,
and as if any ord er declaring the alte rati on invalid were an ord er cancelli ng it and

as if any order dismissing the pro ceeding s were an ord er confirming the alte rati on.

(12) F or the purpo se of this section only, any reference to “member” includes any
person financially interested in the company within the context of subsection (2)
(b).

52. ( 1) S ubject to the pro visions of secti on 49 and of this section and of any part of Part B
(which pr ese rves the rights of minor ities in certain c ases) any pro vision in a
company’s memor andu m, which migh t lawfully have been in articles of
associati on ins tead of in the memorandum, may be alte red by t he company by
special res olution, but if an app licati on is made to the court for t he alte rati on to be
cancelle d, the alte rati on does not have effect excep t in so far as it is con firmed by
the Court.

(2) T his section does not app ly where the memor andu m itself pro vides for or pro hibits
the alte rati on of all or any of the said pro visions , and sh all not a uthorise any
variati on or abr ogati on of the special rights of any class of members.

(3) S ection 51 (2) , (3) , (4) , (7) , (8) and (9) (which relate to mod e of alte rati on of
business or objects) excep t su bsection (2) (b) thereof, sh all app ly in rela tion to any
alte rati on and app licati on made un der this section as they app ly in relati on to
alte rati ons and to app licati ons made under that section.

(4) T his section applies to a company’s memor andum, whether registered befor e or
after the commencement of this Act.

Power to alter
provisions in the
memorandum in certain
cases.
53. ( 1) S ubject to the pro visions of this Act and to the conditions or other pro visions
contai ned in its memorandu m, a c ompany may, by special resolution, alter or add
to its articles, including deletion or modification of the provisions st ated in section
27 (1) (a) – (d).

(2) A ny alte rati on or add ition made in the articles sh all, su bject to the pro vision s of
this Act, be as valid as if originally contained therein and be subject, in like
manner, to alteration by special resolution.

Altera tion of articles.
54. Except to the extent to which a member of a c ompany agrees in writing at any time to
be bo un d thereby, and anything to the contra ry in the memor andu m or articles
notwiths tanding, the member sh all not be bo un d by any alt erati on made in the
memor andu m or articles of the company requiring him on or after the date of the
alte rati on to—

(a) ta ke or su bscribe for mor e shares than he held at the
date on which he became a member; or

(b) i ncrease his lia bili ty to contri bute to the share cap ital of
the company; or
Limitation of liability to
contribute to share
capital if memorandum,
etc., altered.

(c) p ay money by any other means to the company.

CHAPTE R 2 – RE-REGISTRA TION OF COM PANI ES

55. A company may by re-registration under this Part alter its status from —

(a) a pr ivate company to a public company;

(b) a public company to a private company;

(c) a pr ivate limited company to an unlimited company;

(d) an unlimited company to a l imited company; or

(e) a public limited company to an unlimited company.

Alteration of status by
re-registration.
56. (1 ) A private company (whether limited or un limite d) may be re-registered as a public
company limited by shares if—

(a) a special resolution that it sh ould be so re-registered is
passed;

(b) t he conditio ns specified under subsection (2) are met,
and

(c) an app licati on for re-registrat ion is deli vered to the
Commission in a ccord ance with section 60 , tog ether
with—

(i) t he other do cuments required by that section, and

(ii) a stat ement of complia nce.

(2) T he conditio ns are—

(a) t hat the company has a share cap ital;

(b) t hat the requirements of section 57 are met as regards
its share cap ital;

(c) t hat the requirements of section 58 are met as regard s
its net assets;

(d) if section 59 applie s, that the requirements of that
section are met; and
Re-registration of
private company as
public.

(e) t hat the company has not previous ly been re-registered
as an un limited c ompany.

(3) T he company shall make such changes to its name and articles, as are necessary in
conn ection with its becoming a public company.

(4) If the company is unlimited it shall also make su ch changes in its articl es as are
necessary in conn ection with its becoming a c ompany limited by shares.

57. (1 ) T he following requ irements shall be met at the time the special res olution is passed
that the company should be re-registered as a public company—

(a) t he nominal value of the company’s all otted sh are
cap ital shall be not less t han the minimum specified in
section 27 (2 );

(b) the company’s all otted sh ares shall be paid up at least
one-quarter of the nominal value of that share and the
whole of any pr emium on it;

(c) if any share in the company or any pr emium on it has
been fully or partly paid up by an undertaking given by
any person that he or another sh ou ld work or perfor m
services (whether for the company or any other person),
the undertaking shall h ave been performed or otherwise
discharged; or

(d) if shares have been all otted as fully or partly paid up as
to their nominal value or any pr emium on them
otherwise than in cash, and the c ons iderati on for the
all otment co ns ists of, or includes, an und ertaking to t he
company (other than one to which paragraph (c)
app lie s), then either—

(i) t he undertaking shall have been performed or
otherwise discharged, or

(ii) t here shall be a c ontra ct between the company and
some person pursu ant to which the undertaking is
to be perfor med within five years from the time
the special resolution is passed.

(2) S hares all otted in pursuance of an employees’ share scheme, by reason of which
the company wou ld, but for this subsection, be pr ecluded und er su bsection (1) (b )
from being re-registered as a public company, shall not be regard ed for the purpo se
Requirements as to
share capital.

of dete rmining whether the requirements in subsection (1) ( b), (c) and (d ) are met.

(3) No mor e than one-tenth of the nominal value of the company’s all otted share
cap ital is to be disregard ed un der su bsection (2) and for this purpo se the all otted
sh are cap ital is treated as not including shares disregard ed under the subsection.

(4) S hares disregarded un der su bsection (2 ) are tre ated as not forming part of the
all otted sh are cap ital for the purpo ses of subsection (1) ( a).

(5) A company shall n ot be re-registered as a public company if it app ears to the
Comm ission that—

(a) t he company has resolved to reduce its share cap ital;

(b) t he reducti on is suppor ted by a solvency statement in
accord ance with regu lations made by the M inister ; and

(c) t he effect of the reducti on is, or will be, that the
nominal value of the c ompany’s all otted sh are cap ital is
below the minimum specified in section 27 (2 ).

58. (1 ) A company app lying to re-register as a public company shall ob tai n—

(a) a bala nce sh eet pr epared as at a date not mor e than
seven month befor e t he date on which the app licat ion is
deli vered to the Commission;

(b) an unqualified repor t by the company’s auditor on that
bala nce sheet; and

(c) a writt en stat ement by the company’s auditor that, in
his op inion at the bala nce sh eet date, the amount of the
company’s net assets was not less t han the agg regate of
its calle d-up share cap ital and undistri butable rese rves.

(2) Between the date of the balance sh eet and the date on which the app licati on for re-
registrati on is deli vered to the Comm ission, there shall be no change in the
company’s financial po sition that results in the amoun t of its net assets becoming
less than the aggregate of its calle d-up share cap ital and un-distri butable rese rves.

(3) In su bsection (1) (b ), an “unqualified repor t” means—

(a) if the bala nce sheet was pr epared for a financial year of
the company, a repor t stati ng withou t mate rial
quali fication the auditor’ s op inion that the bala nce sheet
has been prop erly pr epared in accord ance with the

Requirements as to net
assets.

requirements of this Act;

(b) if the bala nce sheet was not prepared for a financial
year of the company, a repor t stati ng withou t mate rial
quali fication the auditor’ s op inion that the bala nce sh eet
has been prop erly pr epared in accord ance with the
pro visions of this Act which would have app lied if it
had been pr epared for a financial year of the company.

(4) F or the purpo se of an auditor’s repor t on a bala nce sh eet that was not prepared for
a financial year of the company, the pro vision s of this Act app ly with such
mod ifica tions as are neces sary.

(5) For the purpo ses of subsection (3 ), a quali fica tion is mate rial un less the auditor
states in his repor t that the matter giving rise to the qualifica tion is not mate rial for
the purpo se of dete rmining (by reference to the company’s bala nce sh eet) whether
at the date of the b ala nce sh eet the amount of the company’s net assets was not
less than the aggregate of its calle d-up share cap ital and un-distri butable rese rves.

(6) In this Part –

(a) “ net assets” mean s the aggregate of the company’s
assets less the a gg regate of its lia bili ties, and

(b) ‘ ‘un-distri butable rese rves’’ are its —

(i) share pr emium accou nt, and

(ii) c ap ital redemption rese rve;

(c) t he amount by which its accumulate d or un realised
pro fits (so far as not previous ly utilised by
cap ital isati on) exceed its accumu late d or unrealised
losses (so far as not previou sly writt en off in a reducti on
or reor ganisati on of cap ital duly made); and

(d) a ny other rese rve that the comp any is pro hibited from
distri buting by any e nactment (other than one con tai ned
in this Part) or by its articles.

(7) T he reference in subsection (6) ( c) to capitali sati on do es not include a tra nsfer of
pro fits of the company to its capital redemption reserve.

59. (1 ) T his section app lies where the sh ares are all otted —

(a) by the comp any in the period between the date the
balance sheet required by section 58 is pr epared and
the passing of the resolution that the company should
re-register as a public c ompany; and

(b) as fully or partly paid up as to their nominal value or
any pr emium on them otherwise than in cash.

(2) T he Comm ission shall not entertain an app licati on by the company for re-
registrati on as a public company unless the requirements of section 57 have been
complied with, or t he all otment is in conn ection with—

(a) a sh are exchange as desc ribed in subsection s (3) – (5 );
or

(b) a pro posed merger wi th another company as desc ribed
in su bsection (6 ).

(3) An all otment is in conn ection with a share exchange if—

(a) t he shares are all otted in conn ection with an
arrangement und er which t he whole or part of the
considerati on for the shares all otted is pro vided by—

(i) t he tra nsfer to the company allotti ng the shares of
sh ares (o r sh ares of a partic ular clas s) in another
company, or

(ii) t he cancellati on of sh ares (or sh ares of a
partic ular cla ss) in a nother company; and

(b) t he all otment is op en to all the holders of the shares of
the other c ompany in question (or , where the
arrang ement app lies only to sh ares of a partic ular clas s,
to all the holders of the company’s shares of that clas s)
to take part in the arrangement in con nection with
which the sh ares are all otte d.

(4) In dete rmining whether a person is a holder of shares for the purpo ses of
su bsection (3) , there sh all be disregard ed—

(a) sh ares held by, or by a nominee of, the company
all otting the sh ares; and

Recent allotment of
shares for non -cash
consideration .

(b) sh ares held by, or by a nominee of—

(i) t he holding company of the company all otting the
shares,

(ii) a su bsidiary of the company allotting the sh ares, or

(iii) a su bsidiary of the holding company of the
company all otting the sh ares.

(5) It is imm ate rial, for the purpo ses of deciding whether an all otment is in c onn ection
with a sh are exchang e, whether or not the arrangement in con nection with which
the sh ares are all otted inv olves the issu e to the company all otting the sh ares of
sh ares (o r sh ares of a partic ular clas s) in the other company.

(6) T here is a propo sed merger with another company if one of the companies
concerned propo ses to acq uire all the assets and lia bili ties of the other in e xchange
for the issue of its shares or other securiti es to sh areholders of the other.

(7) F or the purpo ses of this section—

(a) the consideration for an allotment does not inclu de any
amount standing to the credit of any of the company’s
reserve accounts, or of its profit and loss account, that
has been applied in paying up (to any extent) any of
the shares allotted or any premium on those shares; and

(b) “ arrangement” means any agreement, scheme or
arrang ement pursuant to Ch apter 27 .
60. (1 ) An app licati on for re-registra tion as a public company shall contai n—

(a) a stat ement of the company’s pro posed name on re-
registra tion; and

(b) in the case of a c ompany witho ut a secreta ry, a
stat ement of the company’s pro posed secreta ry.

(2) T he app licati on shall be accompanied by—

(a) a c op y of the special resolution that the company
sh ould re-register as a public company;

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