COMPANIES AND ALLIED MATTERS ACT

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COMPANIES AND ALLIED MATTERS ACTARRANGEMENT OF SECTIONSPART ACompaniesPART ICorporate Affairs CommissionSECTION1. Establishment of the Corporate Affairs Commission.2. Membership of the Commission.3. Tenure of office.4. Remuneration and allowance.5. Proceedings of the Commission.6. Disclosure of interest.7. Functions.8. Appointment of Registrar‐General.9. Appointment of staff.10. Right to appear in court.11. Service in the Commission to be pensionable.12. Fund of the Commission.13. Expenditure of the Commission.14. Annual accounts, audit and estimates.15. Annual report.16. Regulations.17. Meaning of certain words used in this Part.PART IIIncorporation of companies and incidental matters

CHAPTER 1Formation of Company18. Right to form a company.19. Partnership, etc., of more than twenty 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 to have share capital.26. Company limited by guarantee.Memorandum of association27. Requirements with respect to the memorandum of a company.28. Form of memorandum.Name of company29. Name as stated in the memorandum.30. Prohibited and restricted names.31. Change of name of company.32. Reservation of name.Articles of association33. Articles for regulating companies.34. Form and contents of articles.Registration of companies35. Documents of incorporation.36. Registration.37. Effect of registration.Capacity and powers of companies

38. Powers of companies.39. Effect of ultra vires acts.40. Effect of reliance on restrictions in the memorandum.Effect of memorandum and articles41. Effect of memorandum and articles.Member's right to copy of memorandum and articles42. Member's right to copies of memorandum, etc.43. Copies of memorandum issued to embody alterations.Alteration of memorandum and articles44. Restriction on alteration of memorandum.45. Alteration of memorandum.46. Mode of alteration of business or objects.47. Power to alter provisions in the memorandum in certain cases.48. Alteration of articles.49. Limitation of liability to contribute to share capital if memorandum, etc., altered.CHAPTER 2Conversion and re‐registration of companies50. Re‐registration of private company as public.51. Re‐registration of company limited by shares as unlimited.52. Re‐registration of unlimited as limited by shares.53. Re‐registration of public company as private.CHAPTER 3Foreign companies54. Foreign companies intending to carry on business in Nigeria.55. Penalties.56. Power to exempt foreign companies.57. Annual report.

58. Exempted foreign company to have status of unregistered company.59. Penalties for false information.60. Application of certain sections to foreign companies.CHAPTER 4Promoters61. Persons promoting a company.62. Duties and liabilities of a promoter.PART IIIActs by or on behalf of the companyExercise of company's powers63. Division of powers between general meeting and board of directors.64. Delegation to committees and managing directors.Liability for acts of the company65. Acts of general meeting, board of directors, or of managing directors.66. Acts of officers or agents.67. When provision exempting, etc., officer from liability to the company is void.Constructive notice of registered documents68. Abolition of constructive notice of registered documents.69. Presumptions of regularity.70. Liability of company not affected by fraud or forgery of officer.Company's contracts71. Form of contract.72. Pre‐incorporation contracts.73. Bills of exchange and promissory note.74. Common seal of the company.75. Official seal for use abroad.76. Powers of attorney.

Authentication and service of documentsSECTION77. Authentication of documents.78. Service of documents on companies.PART IVMembership of company79. Definition of member.80. Capacity to be a member.81. Right of member to attend meetings and vote.82. Personation of members.Register of members83. Register of members.84. Location of register.85. Index of members to be kept.86. Entry of trusts prohibited.87. Inspection of register and index.88. Consequences of failure by agent's default to keep register.89. Power to close register.90. Power of court to rectify register.91. Register to be evidence.Liability of members92. Liability of members.93. Liability for company debts where membership is below legal minimum.Disclosure of beneficial interest in shares94. Power of company to require disclosure.95. Obligation of disclosure by substantial shareholder in public company.96. Person ceasing to be a substantial shareholder to notify company.

97. Register of interests in shares.98. Registration of interests to be disclosed.PART VShare capitalMinimum share capital99. Authorised minimum share capital.Alteration of share capital100. Alteration of share capital by consolidation, etc.101. Notice required where shares and stock consolidated, etc.102. Increase of share capital and notice of increase.103. Increase of paid‐up capital on increase of shares.104. Power for unlimited company to provide reserve share capital on re‐ registration.Reduction of share capital105. Restriction on reduction of issued share capital.106. Special resolution for reduction of share capital.107. Application to court for order of confirmation.108. Court order confirming reduction.109. Registration of order and minutes of reduction.110. Liability of members on reduced shares.111. Penalty for concealing name of creditor, etc.Miscellaneous matters relating to capital112. Duty of directors on serious loss of capital.113. Power to pay interest out of capital in certain cases.PART VIShares

Nature of shares114. Rights and liabilities attached to shares.115. Shares as transferable property.116. Prohibition of non‐voting and weighted shares.Issue of shares117. Power of companies to issue shares.118. Issue of classes of shares.119. Issue with rights attached.120. Issue of shares at a premium.121. Issue of shares at a discount.122. Issue of redeemable preference shares.123. Validation of improperly issued shares.Allotment of shares124. Authority to allot shares.125. Method of application and allotment.126. Allotment as acceptance of contract.127. Payment on allotment.128. Effect of irregular allotment.129. Return as to allotments.Commissions and discounts130. Prohibition of payment of commissions, discounts out of shares and capital.131. Power to pay commission in certain cases.132. Statement in balance sheet as to commission.Call on and payment for shares133. Call on shares.134. Reserve liability of company having share capital.135. Payment for shares.

136. Meaning of payment in cash.137. Payment other than in cash.138. Power to pay different amounts on shares.Lien and forfeiture of shares139. Lien on shares.140. Forfeiture of shares.Classes of shares141. Power to vary rights.142. Application for cancellation of variation.143. Right of a preference share to more than one vote.144. Construction of class rights.Numbering of shares145. Shares to be numbered.Share certificates146. Issue of share certificates.147. Effect of share certificate.148. Probate, etc., as evidence of grant.149. Abolition of share warrants.Conversion of shares into stock150. Conversion of shares into stock.Transfer and transmission151. Transfer of shares.152. Entry in register of transfers.153. Notice of refusal to register.154. Transfer by personal representative.155. Transmission of shares.156. Protection of beneficiaries.

157. Certification of transfers.Transactions by company in respect of its own shares158. Redemption of redeemable preference shares.159. Prohibition of financial assistance by company for acquisition of its shares.160. Acquisition by a company of its own shares.161. Conditions for purchase by a company of its own shares.162. Limit on number of shares acquired.163. Enforceability of contract to acquire shares.164. Re‐issue of shares acquired.165. Acquisition of shares of holding company.PART VIIDebenturesCreation of debenture and debenture stock166. Power to borrow money, to charge property and to issue debenture.167. Documents of title to debentures or certificate of debenture stock.168. Statements to be included in debentures.169. Effect of statements in debentures.170. Enforcement of contracts relating to debentures.Types of debentures171. Perpetual debentures.172. Convertible debentures.173. Secured or naked debentures.174. Redeemable debentures.175. Power to re‐issue redeemed debentures in certain cases.176. Rights of debenture holders.177. Meetings of debenture holders.Fixed and floating charges

178. Meaning of "floating" and "fixed" charges.179. Priority of fixed over floating charge.180. Powers of the court.181. Advertisement of appointment of receiver and manager.182. Preferential payment to debenture holders in certain cases.Debenture trust deed183. Execution of debenture of trust deed.184. Contents of debenture trust deed.185. Contents of debenture covered by trust deed.186. Trustees for debenture holders.187. Disqualification for appointment as trustee of debenture trust deed.188. Liability of trustees for debenture holders.189. Restrictions on transferability of debentures.Provisions as to company's register of charges, debenture holders and as to copies of instruments creating charges190. Company to keep copies of instruments creating charges.191. Company's register of charges.192. Inspection of register and copies of instruments.193. Register of debenture holders.194. Inspection of register of debentures, etc.195. Entry in register of transfer.196. Notice of refusal to register.Registration of charges with Commission197. Registration of charges created by companies.198. Register of particulars of charges.199. Duty of company to register charges.200. Duty of company acquiring property to register subsisting charges.201. Existing charges.

202. Charges to secure fluctuating amounts.203. Endorsement of certificate of registration on debentures.204. Entries of satisfaction of charges.205. Rectification of register.206. Registration of appointment order, etc.207. Inspection of register and copies of instruments.Realisation of security208. Realisation of debenture holder's security.209. Remedies available to debenture holders.210. Application of certain sections.PART VIIIMeetings and proceedings of companiesStatutory meeting211. Statutory meeting.212. Non‐compliance and penalty.General meeting213. Annual general meeting.214. Businesses transacted at annual general meeting.Extraordinary general meeting215. Extraordinary general meeting.216. Place of meeting.Notice of meetings217. Length of notice for calling meetings.218. Contents of notice.219. Persons entitled to notice.220. Service of notice.221. Failure to give notice.

222. Additional notice.223. Power of court to order meetings.Voting224. Procedure of voting.225. Right to demand poll.226. Voting on a poll.227. Right of attendance at general meeting.228. Attendance at meetings.229. Objections as to qualification to vote.230. Proxies.231. Corporation representation at meetings of companies, etc.232. Quorum.Resolutions233. Resolutions.234. Written resolutions.235. Circulation of members' resolutions.236. Resolutions requiring special notice.237. Registration and copies of certain resolutions.238. Effect of resolutions passed at adjourned meetings.Miscellaneous matters relating to meetings and proceedings239. Adjournment.240. Powers and duties of the chairman of the general meeting.241. Minutes of proceedings and effect.242. Inspection of minute books and copies.243. Class meetings.PART IXDirectors and secretaries of the company

CHAPTER 1DirectorsMeaning of directors244. Meaning of "directors".245. Shadow director.Appointment of directors246. Number of directors.247. Appointment of first directors.248. Subsequent appointment of directors.249. Casual vacancy.250. Liability of a person where not duly appointed.251. Share qualification of directors.252. Duty of directors to disclose age to the company.253. Provisions as to insolvent persons acting as directors.254. Restraint of fraudulent persons.255. Appointment of director for life.256. Right to appoint a director at any age.257. Disqualification for directorship.258. Vacation of office of director.259. Rotation of directors.260. Validity of acts of directors.261. Mode of voting on appointment of directors.Removal of directors262. Removal of directors.Proceedings of directors263. Proceedings of directors.264. Quorum.

265. Failure to have a quorum.266. Notice of meeting.Remuneration and other payments267. Remuneration of directors.268. Remuneration of a managing director.269. Prohibition of tax‐free payments to directors.270. Prohibition of loans to directors in certain circumstances.271. Payment by company for loss of office, etc., to be approved.272. Payment to director for loss of office, etc., or transfer of property illegal.273. Directors to disclose payment for loss of office, etc., in certain cases.274. Provisions supplementary to sections 271 to 273.Disclosure of directors' interests275. Register of directors' shareholdings, etc.276. General duty to give notice, etc.277. Disclosure by directors of interests in contracts.278. Particulars with respect to directors in trade catalogues, etc.Duties of directors279. Duties of directors.280. Conflicts of duties and interests.281. Multiple directorships.282. Duty of care and skill.283. Legal position of directors.Property transactions by directors284. Substantial property transactions involving directors, etc.285. Exceptions from section 284.286. Liabilities arising from contravention of section 284.287. Prohibition of secret benefits.

Miscellaneous matters relating to directors288. Directors with unlimited liability in respect of a limited company.289. Special resolution of limited company making liability of directors unlimited.290. Personal liability of directors and officers.291. Director's contract of employment for more than five years.292. Register of directors and secretaries.CHAPTER 2Secretaries293. Secretaries.294. Avoidance of acts done by a person as director and secretary.295. Qualification of a secretary.296. Appointment and removal of a secretary.297. Fiduciary interests of a secretary.298. Duties of a secretary.PART XProtection of minority against illegal and oppressive conductAction by or against the company299. Only company may sue for wrong or ratify irregular conduct.300. Protection of minority: injunction and declaration in certain cases.301. Personal and representative action.302. Definition of member.303. Commencing derivative action.304. Powers of the court.305. Evidence of shareholders' approval not decisive.306. Court's approval to discontinue.307. No security for costs.308. Interim costs.

309. Definition.Relief on the grounds of unfairly prejudicial and oppressive conduct310. Application.311. Grounds upon which an application may be made.312. Powers of the court.313. Penalty for failure to comply with order of the court.Investigation of companies and their affairs314. Investigation of a company on its own application or that of its members.315. Other investigations of company.316. Inspectors' powers during investigation.317. Production of documents and evidence to inspectors.318. Power of inspector to call for directors' bank accounts.319. Obstruction of inspectors to be treated as contempt of court.320. Inspector's report.321. Power to bring civil proceedings on company's behalf.322. Criminal proceedings and other proceedings by the Attorney‐General of the Federation.323. Power of the Commission to present winding‐up petition.324. Expenses of investigation.325. Inspectors' report to be used as evidence in legal proceedings.326. Appointment, etc., of inspectors to investigate ownership of a company.327. Provisions applicable to investigation.328. Power to require information as to persons interested in shares, etc.329. Power to impose restrictions on shares, etc.330. Savings for legal practitioners and bankers.PART XIFinancial statements and auditCHAPTER 1

Financial statementsAccounting records331. Companies to keep accounting records.332. Place and duration of records.333. Penalties for non‐compliance with sections 331 and 332.334. Directors' duty to prepare annual accounts.Form and content of company individual and group financial statements335. Form and content of individual financial statements.336. Group financial statements of holding company.337. Form and content of group financial statements.338. Meaning of "holding company", "subsidiary" and "wholly‐owned subsidiary".339. Additional disclosure required in notes to financial statements.340. Disclosure of loans in favour of directors and connected persons.341. Disclosure of loans etc., to officers of the company and statements of amount outstanding.Directors' reports342. Directors' report.Procedure on completion of financial statements343. Signing of balance sheet and documents to be annexed thereto.344. Persons entitled to receive financial statements as of right.345. Directors' duty to lay and deliver financial statements.346. Penalty for non‐compliance with section 345.347. Default order in case of non‐compliance.348. Penalty for laying or delivering defective financial statements.349. Shareholders' right to obtain copies of financial statements.Modified financial statements350. Entitlement to deliver financial statements in modified form.351. Qualification of a small company.

352. Modified individual financial statements.353. Modified financial statements of holding company.Publication of financial statements354. Publication by a company of full individual or group financial statements.355. Publication of abridged financial statements.Supplementary356. Power to alter accounting requirements.CHAPTER 2Audit357. Appointment of auditors.358. Qualification of auditors.359. Auditors' report.360. Auditors' duties and powers.361. Remuneration of auditors.362. Removal of auditors.363. Auditors' right to attend company's meetings.364. Supplementary provisions relating to auditors.365. Resignation of auditors.366. Right of resigning auditor to requisition company meeting.367. Powers of auditors in relation to subsidiaries.368. Liability of auditors for negligence.369. False statements to auditors.PART XIIAnnual returns370. Annual return by company limited by shares or guarantee.371. Annual return by company having shares other than small company.372. Annual return by small company.

373. Annual return by company limited by guarantee.374. Time for completion of annual return.375. Documents to be annexed to annual return.376. Certificates by private company and small company in annual return.377. Exception in certain cases of unlimited companies and small companies from requirements of section 375.378. Penalty for non‐compliance with sections 370 to 376.PART XIIIDividends and profits379. Declaration of dividends and payment of interim dividend.380. Distributable profits.381. Restriction on declaration and payment of dividends.382. Unclaimed dividends.383. Reserve and capitalisation.384. Employees' shares and profit sharing.385. Right of the shareholders to sue for dividends.386. Liability for paying dividend out of capital.PART XIVReceivers and managersAppointment of receivers and managers387. Disqualification for appointment as a receiver or manager.388. Power of the court to appoint official receiver for debenture holders and others.389. Appointment of receivers and managers by the court.390. Receivers and managers appointed out of court.391. Power of a receiver or manager appointed out of court to apply to the court for directions.392. Notification that a receiver or manager has been appointed.Duties, powers and liabilities of receivers and managers393. Duties, powers, etc., of receivers and managers.

394. Liabilities of receivers and managers on contracts.395. Power of court to fix remuneration on application of liquidator.Procedure after appointment396. Provisions as to information where receiver or manager appointed.397. Special provisions as to statement submitted to receiver.Accounts by receiver or manager398. Delivery to Commission of accounts of receivers and managers.Duty as to returns399. Enforcement of duty of receivers and managers to make returns, etc.Construction of references400. Construction of references to receivers and managers.PART XVWinding up of companiesCHAPTER 1PreliminaryModes of winding up401. Modes of winding up.Contributories402. Liability as contributories of present and past members.403. Definition of contributory.404. Nature of liability of contributory.405. Contributories in case of death of member.406. Contributories in case of bankruptcy of member.CHAPTER 2Winding up by the courtJurisdiction407. Jurisdiction as to winding up.

Cases in which company may be wound up by court408. Circumstances in which companies may be wound up by court.409. Definition of inability to pay debts.Petitions for winding‐up and effects thereof410. Provisions as to application for winding up.411. Powers of court on hearing petition.412. Power to stay or restrain proceedings against company.413. Avoidance of dispositions of property, etc., after commencement of winding up.414. Avoidance of attachments, etc.Commencement of winding up415. Commencement of a winding up by the court.Consequences of winding‐up order416. Copy of order to be forwarded to Commission.417. Actions stayed on winding‐up order.418. Effect of winding‐up order.Official receiver419. Definition of official receiver.420. Statement of company's affairs to be submitted to official receiver.421. Report by official receiver.Liquidators422. Appointment, remuneration and title of liquidators.423. Custody of company's property.424. Vesting of property of company in liquidator.425. Powers of liquidator.426. Liquidator to give information, etc., to official receiver.427. Exercise and control of liquidator's powers.428. Payments by liquidator into companies liquidation account.

429. Audit, etc., of liquidator's account.430. Books to be kept by liquidator.431. Release of liquidator.432. Control over liquidators.Committee of inspection, special manager, etc.433. Power to appoint committee of inspection after meeting of creditors and others.434. Powers, etc., of committee of inspection.435. Powers where no committee of inspection is appointed.436. Power to appoint special manager.437. Official receiver as receiver for debenture holders, etc.General powers of court in case of winding up by court438. Power to stay winding up.439. Settlement of list of contributories and application of assets.440. Delivery of property to liquidator.441. Payments by contributory to company and set‐off allowance.442. Power of court to make calls.443. Power to order payment into companies' liquidation account.444. Order on contributory to be conclusive evidence.445. Power to exclude creditors not proving in time.446. Adjustment of rights of contributories.447. Inspection of books by creditors and contributories.448. Power to order costs of winding up to be paid out of assets.449. Power to summon persons suspected of having property of company, etc.450. Power to order public examination of promoters, etc.451. Power to arrest absconding contributory.452. Powers of court cumulative.453. Delegation to liquidator of certain powers of court.

454. Dissolution of company.Enforcement of and appeals from orders455. Power to enforce orders.456. Appeals from orders.CHAPTER 3Voluntary winding upResolutions for and commencement of voluntary winding up457. Circumstances in which company may be wound up voluntarily.458. Notice of resolution to wind up voluntarily.459. Commencement of voluntary winding up.Consequences of voluntary winding up460. Effect of voluntary winding up on business, etc., of company.461. Avoidance of transfer, etc., after commencement of voluntary winding up.Declaration of solvency462. Statutory declaration of solvency where proposal to wind up voluntarily.Provisions applicable to a members' voluntary winding up463. Provisions applicable to members' voluntarily winding up.464. Power to appoint, etc., liquidators.465. Power to fill vacancy in office of liquidators.466. Liquidator to call creditors' meeting on insolvency.467. Liquidator to call general meeting at end of each year.468. Final meeting and dissolution.469. Alternative provisions as to annual and final meetings in insolvency cases.470. Books and accounts during members' voluntary winding up.Provisions applicable to a creditor's voluntary winding up471. Provisions applicable to creditors' winding up voluntarily.472. Meeting of creditors.

473. Appointment of liquidator and cesser of directors' powers.474. Appointment of committee of inspection.475. Fixing of liquidators' remuneration.476. Power to fill vacancy in the office of liquidator.477. Liquidator to call meetings of company and others at the end of each year.478. Final meeting and dissolution.Provisions applicable to every voluntary winding up479. Provisions applicable to every voluntary winding up.480. Distribution of property of company.481. Powers, etc., of liquidator in every voluntary winding up.482. Power of court to appoint, etc., liquidator.483. Power to apply to court to determine questions or exercise powers.484. Costs of voluntary winding up.485. Saving of rights of creditors and contributories.CHAPTER 4Winding up subject to supervision of court486. Power to order winding up subject to supervision.487. Effect of petition for winding up subject to supervision.488. Application of sections 413 and 414.489. Power of court to appoint, etc., liquidators.490. Effect of supervision order.CHAPTER 5Provisions applicable to every mode of winding up491. Liquidator to give notice of appointment.Proof and ranking of claims492. Debts of all descriptions may be proved.493. Application of bankruptcy rules in certain cases.

494. Preferential payments.Effect of winding up on antecedent and other transactions495. Fraudulent preference.496. Liabilities and rights of certain fraudulently preferred persons.497. Avoidance of attachments, etc., on winding up subject to supervision of the court.498. Effect of floating charge.499. Disclaimer of onerous property.500. Restriction of rights of creditor as to execution, etc., on winding up of company.501. Duty of sheriff as to goods taken in execution.Offences antecedent to or in course of winding up502. Offences by officers of company in liquidation.503. Falsification of books.504. Frauds by officers of companies in liquidation.505. Liability where proper accounts not kept.506. Responsibility for fraudulent trading.507. Power of court to assess damages against delinquent directors, etc.508. Prosecution of delinquent officers and members of a company.Supplementary provisions as to winding up509. Disqualifications for appointment as liquidator.510. Corrupt inducement affecting appointment as liquidator.511. Enforcement of duty of liquidator to make returns, etc.512. Notification that a company is in liquidation.513. Exemption from stamp duty.514. Books of company to be evidence.515. Disposal of books, etc., of company.516. Information as to pending liquidations and disposal of unclaimed assets.517. Resolutions passed at adjourned meetings of creditors, etc.

518. Power to make over assets to employees.Supplementary powers of court519. Meetings to ascertain wishes of creditors and others.520. Judicial notice of signatures of officers of court, etc.521. Judicial notice of signatures of certain government officials.522. Special commissioners for receiving evidence.523. Affidavits in Nigeria and elsewhere.Provisions as to dissolution524. Power of court to avoid dissolution of company.525. Power of Commission to strike off defunct company.526. Property of dissolved company to be declared as bona vacantia.Central accounts527. Companies liquidation account defined.528. Investment of surplus funds in government securities, etc.529. Separate accounts of particular estates.Returns by officers of courts530. Returns by officers in winding up.Accounts to be prepared annually531. Annual accounts of company winding up and disposal.CHAPTER 6Winding up of unregistered companies532. Winding up of unregistered company.533. Contributories in winding up of unregistered company.534. Power of court to stay or restrain proceedings.535. Action, etc., stayed on winding‐up order.536. Provisions of this Part to be cummulative.PART XVI

Arrangements and compromise537. Definition of "arrangement".538. Arrangement on sale of company's property during members' voluntary winding up.539. Power to compromise with creditors and members.540. Information as to compromise with creditors and members.PART XVIIMiscellaneous and supplemental Application of this Part of this Act541. Application of this Part of this Act.542. Act to over‐ride memorandum, articles, etc.543. Application of Act to companies under former enactments.544. Application of Act to companies registered but not formed.545. Application of Act to unlimited companies registered under former enactments.546. Restricted application of Act to unregistered companies.Administration547. Registered and head office of company.548. Publication of name by company.549. Fees.550. Form of register, etc.551. Inspection, etc., of documents kept by the Commission.552. Rules of court for winding up of companies, etc.553. Certain companies to publish statement in prescribed form.Legal proceedings, etc.554. Prosecution of offences.555. Production, etc., of books where offences suspected.556. Costs in actions by certain limited companies.557. Saving for privileged communications.558. Power of court to grant relief in certain cases.

559. Penalty for improper use of