Companies and Allied Matters Act, 2020 PDF

Companies and Allied Matters Act, 2020 2020 No. 3 A1 Federal Republic of Nigeria Official Gazette No. 124 Lagos - 10th August, 2020 Vol. 107 Government Notice No. 119follos publish...

Companies and Allied Matters Act, 2020 2020 No. 3 A1 Federal Republic of Nigeria Official Gazette No. 124 Lagos - 10th August, 2020 Vol. 107 Government Notice No. 119follos published as Supplement to this Gazette : Act No.Short Title Companies and Allied Matters Act, 2020 REFERENCE NOTE BOOK Printed and Published by The Federal Government Printer, Lagos, Nigeria FGP 116/102020/00 Annual Subscription from 1st January, 2020 is Local : N45,000.00 Overseas : N60,500.00 [Surface Mail] N75,000.00 [Second Class Air Mail]. Present issue N8,500 per copy. Subscribers who wish to obtain Gazette after 1st January should apply to the Federal Government Printer, Lagos for amended Subscriptions. A2 2020 No. 3 Companies and Allied Matters Act, 2020  Companies and Allied Matters Act, 2020 2020 No. 3 A3 COMPANIES AND ALLIED MATTERS ACT, 2020 ARRANGEMENT OF SECTIONS Section : PART A : CORPORATE AFFAIRS COMMISSION 1. 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 Staff. 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 of execution. PART B : INCORPORATION OF COMPANIES AND INCIDENTAL MATTERS CHAPTER 1—FORMATION OF COMPANY 18. 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. A4 2020 No. 3 Companies and Allied Matters Act, 2020 MEMORANDUM OF ASSOCIATION 27. Requirements with 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 Minister 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 alteration 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. CHAPTER 2—RE-REGISTRATION OF COMPANIES 55. 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 for re-registration as a public company.  Companies and Allied Matters Act, 2020 2020 No. 3 A5 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 for re-registration as a private limited company. 67. Issue of certificate of incorporation on re-registration as a private limited company. 68. Re-registration of private limited company as unlimited. 69. Application for re-registration as an unlimited company. 70. Issue of certificate of incorporation on re-registration as an unlimited company. 71. Re-registration of unlimited company as limited. 72. Application for re-registration as a limited company. 73. Issue of certificate of incorporation on re-registration of an unlimited as a limited company. 74. Statement of capital required where company already has share capital. 75. Re-registration of public company as unlimited. 76. Application for re-registration of a public company as an unlimited company. 77. Issue of certificate of incorporation on re-registration of a public company as an unlimited company. CHAPTER 3—FOREIGN COMPANIES 78. Foreign Companies intending to carry on business 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. CHAPTER 4—PROMOTERS 85. Persons promoting a company. 86. Duties and liabilities of a promoter. CHAPTER 5—ACTS BY OR ON BEHALF OF THE COMPANY EXERCISE OF COMPANY’S POWERS 87. Division of powers between general meeting and board of directors. 88. Delegation to committees and managing directors. A6 2020 No. 3 Companies and Allied Matters Act, 2020 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 contracts. 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. CHAPTER 6—MEMBERSHIP OF THE COMPANY 105. Definition of member. 106. Capacity to be a member. 107. Right of member to attend meetings and vote. 108. Impersonation of member. 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 evidence. 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 shareholder in public company. 121. Person ceasing to be a substantial shareholder to notify company.  Companies and Allied Matters Act, 2020 2020 No. 3 A7 122. Register of interests in shares. 123. Registration of interests to be disclosed. CHAPTER 7—SHARE CAPITAL 124. 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 reserve 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. 133. Court order confirming reduction. 134. Registration of order and minutes of reduction. 135. Liability of members on reduced shares. 136. Penalty for concealing name of creditor, etc. MISCELLANEOUS MATTERS RELATING TO CAPITAL 137. Duty of directors on serious loss of capital. CHAPTER 8—SHARES AND NATURE OF SHARES 138. Rights and liabilities attached to shares. 139. Shares as transferable property. 140. Prohibition of non-voting and weighted shares. ISSUE OF SHARES 141. Power of companies to issue shares. 142. Pre-emptive rights of existing shareholders. 143. Issue of classes of shares. 144. Issue with rights attached. 145. Issue of shares at a premium. 146. Issue of shares at a discount. 147. Issue of redeemable preference shares. 148. Validation of improperly issued shares. ALLOTMENT OF SHARES 149. Authority to allot shares. 150. Method of application and allotment. 151. Allotment as acceptance of contract. A8 2020 No. 3 Companies and Allied Matters Act, 2020 152. Payment on allotment. 153. Effect of irregular allotment. 154. Return as to allotment. 155. Prohibition of payments of commissions, discounts out of shares and capital. 156. Power to pay Commission in certain cases. 157. Statement in balance sheet as to Commission. CALL ON AND PAYMENT FOR SHARES 158. Call on shares. 159. Reserve liability of company having share capital. 160. Payment for shares. 161. Meaning of payment in cash. 162. Payment for shares of public companies other than in cash. 163. Power to pay different amounts on shares. 164. Lien on shares. 165. Forfeiture of shares. CLASSES OF SHARES 166. Power to vary rights. 167. Application for cancellation of variation. 168. Right of a preference share to more than one vote. 169. Construction of class rights. NUMBERING OF SHARES 170. Shares to be numbered. SHARES CERTIFICATES 171. Issue of share certificates. 172. Effect of share certificate. 173. Probate, etc., as evidence of grant. 174. Prohibition of bearer shares. TRANSFER AND TRANSMISSION 175. Transfer of shares. 176. Entry in register of transfers. 177. Notice of refusal to register. 178. Transfer by personal representative. 179. Transmission of shares. 180. Protection of beneficiaries. 181. Certification of transfers.  Companies and Allied Matters Act, 2020 2020 No. 3 A9 TRANSACTIONS BY COMPANY IN RESPECT OF ITS OWN SHARES 182. Redemption of redeemable preference shares. 183. Prohibition of financial assistance by company for acquisition of its shares. 184. Acquisition by a company of its own shares. 185. Payment for share buyback. 186. Persons from who shares can be bought back. 187. Limit on number of shares acquired. 188. Enforceability of contract to acquire shares. 189. Re-issue of shares acquired. 190. Acquisition of shares of holding company. CHAPTER 9—DEBENTURES CREATION OF DEBENTURE AND DEBENTURE STOCK 191. Power to borrow money, to charge property and to issue debentures. 192. Documents of title to debentures or certificate of debenture stock. 193. Statements to be included in debentures. 194. Effect of statements in debentures. 195. Enforcement of contracts relating to debentures. TYPES OF DEBENTURES 196. Perpetual debentures. 197. Convertible debentures. 198. Secured or unsecured debentures. 199. Redeemable debentures. 200. Power to re-issue redeemed debentures in certain cases. 201. Rights of debenture holders. 202. Meetings of debenture holders. FIXED AND FLOATING CHARGES 203. Meaning of floating and fixed charges. 204. Priority of fixed over floating charge. 205. Powers of the court to appoint receiver or manager. 206. Advertisement of appointment of receiver and manager. 207. Preferential payment to debenture holders in certain cases. DEBENTURE TRUST DEEDS 208. Execution of debenture trust deed. 209. Contents of debenture trust deed. 210. Contents of debenture covered by trust deed. 211. Trustees for debenture holders. 212. Disqualification for appointment as trustee of debenture trust deed. 213. Liability of trustees for debenture holders. 214. Restrictions on transferability of debentures. A 10 2020 No. 3 Companies and Allied Matters Act, 2020 PROVISIONS AS TO COMPANY’S REGISTER OF CHARGES, DEBENTURE HOLDERS AND AS TO COPIES OF INSTRUMENTS CREATING CHARGES 215. Company to keep copies of instruments creating charges. 216. Company’s register of charges. 217. Inspection of register and copies of instrument. 218. Register of debenture holders. 219. Inspection of register of debentures, etc. 220. Entry in register of transfer. 221. Notice of refusal to register. 222. Registration of charges created by companies. 223. Register of particulars of charges. 224. Duty of company to register charges. 225. Duty of company acquiring property to register subsisting charges. 226. Existing charges. 227. Charges to secure fluctuating amounts. 228. Endorsement of certificate of registration on debentures. 229. Entries of satisfaction of charges 230. Rectification of register. 231. Registration of appointment order, etc. REALISATION OF SECURITY 232. Realisation of debenture holder’s security. 233. Remedies available to debenture holders. 234. Application of certain sections. CHAPTER 10—MEETINGS AND PROCEEDINGS OF COMPANIES 235. Statutory Meeting. 236. Non-compliance and penalty. GENERAL MEETING 237. Annual general meeting. 238. Businesses transacted at annual general meeting. EXTRAORDINARY GENERAL MEETING 239. Extraordinary general meeting. 240. Place of meeting. NOTICE OF MEETING 241. Length of notice for calling meetings. 242. Contents of notice. 243. Persons entitled to notice. 244. Service of notice. 245. Failure to give notice. 246. Additional notice. 247. Power of Court to order meetings.  Companies and Allied Matters Act, 2020 2020 No. 3 A 11 VOTING 248. Procedure of voting. 249. Right to demand poll. 250. Voting on a poll. 251. Right of attendance at general meeting. 252. Attendance at meetings. 253. Objections as to qualification to vote. 254. Proxies. 255. Corporation representation at meetings of companies, etc. 256. Quorum. 257. Disclosure of remuneration of managers. 258. Resolutions. 259. Written resolutions. 260. Circulation of members’ resolutions. 261. Resolutions requiring special notice. 262. Registration and copies of certain resolutions. 263. Effect of resolutions passed at adjourned meetings. MISCELLANEOUS MATTER RELATING TO MEETINGS AND PROCEEDING 264. Adjournment. 265. Powers and duties of the chairman of the general meeting. 266. Minutes of proceedings and effect. 267. Inspection of minute books and copies. 268. Class meetings. CHAPTER 11—DIRECTORS 269 Meaning of directors. 270. Shadow director. APPOINTMENT OF DIRECTORS 271. Number of directors. 272. Appointment of first directors. 273. Subsequent appointments of directors. 274. Casual vacancy. 275. Independent directors in public companies. 276. Liability of a person where not duly appointed. 277. Share qualification of directors. 278. Duty of directors to disclose age and multiple directorship to the company. 279. Provisions as to insolvent persons acting as directors. 280. Restraint of fraudulent persons. 281. Appointment of director for life. 282. Right to appoint a director at any age. A 12 2020 No. 3 Companies and Allied Matters Act, 2020 283. Disqualification for directorship. 284. Vacation of office of director. 285. Rotation of directors. 286. Validity of acts of directors. 287. Mode of voting on appointment of directors. REMOVAL OF DIRECTORS 288. Removal of directors. PROCEEDINGS OF DIRECTORS 289. Proceedings of directors. 290. Quorum. 291. Failure to have a quorum. 292. Notice of meeting. REMUNERATION AND OTHER PAYMENTS 293. Remuneration of directors. 294. Remuneration of a managing director. 295. Prohibition of tax-free payments to directors. 296. Prohibition of loans to directors in certain circumstances. 297. Payment by company for loss of office to be approved. 298. Payment to director for loss of office, etc., or transfer of property illegal. 299. Directors to disclose payment for loss of office, etc., in certain cases. 300. Provisions supplementary to sections 298 -299. DISCLOSURE OF DIRECTOR’S INTERESTS 301. Register of directors’ shareholding, etc. 302. General duty to give notice, etc. 303. Disclosure by directors of interests in contracts. 304. Particulars with respect to directors in trade catalogues, etc. 305. Duties of directors. 306. Conflicts of duties and interests. 307. Multiple directorships. 308. Duty of care and skill. 309. Legal position of directors. PROPERTY TRANSACTIONS BY DIRECTORS 310. Substantial property transactions involving directors, controlling members, etc. 311. Exceptions from section 310. 312. Liabilities arising from contravention of section 310. 313. Prohibition of secret benefits.  Companies and Allied Matters Act, 2020 2020 No. 3 A 13 MISCELLANEOUS MATTER RELATING TO DIRECTORS 314. Directors with unlimited liability in respect of a limited company. 315. Special resolution of limited company making liability of directors unlimited. 316. Personal liability of directors and officers. 317. Director’s contract of employment for more than five years. 318. Register of directors. 319. Particulars of directors to be registered. 320. Register of directors’ residential addresses. 321. Duty to notify the Commission of changes. PARTICULARS OF DIRECTORS TO BE REGISTERED AND NOTIFIED TO THE COMMISSION 322. Power to make regulations on particulars of director. RESTRICTION ON USE OR DISCLOSURE OF DIRECTOR’S ADDRESSES 323. Protected information. 324. Restriction on use or disclosure of protection information by company. 325. Protected information: restriction on use or disclosure by the Commission. 326. Permitted use or disclosure by the Commission. 327. Disclosure under Court order. 328. Circumstances in which Commission may put address on the public record. 329. Putting the address on the public record. CHAPTER 12—SECRETARIES 330. Secretaries. 331. Avoidance of acts done by a person as director and secretary. 332. Qualification of a Secretary. 333. Appointment and removal of a secretary. 334. Fiduciary interests of a secretary. 335. Duties of a secretary. 336. Register of secretaries. 337. Particulars of secretaries to be registered: individuals. 338. Particulars of secretaries to be registered: corporate secretaries and firms. 339. Duty to notify the Commission of changes. 340. Particulars of secretaries to be registered and notified to the Commission: power to make regulations. A 14 2020 No. 3 Companies and Allied Matters Act, 2020 CHAPTER 13—PROTECTION OF MINORITY AGAINST ILLEGAL AND OPPRESSIVE CONDUCT ACTION BY OR AGAINST THE COMPANY 341. Only company may sue for wrong or ratify irregular conduct. 342. Procedure for major asset transaction. 343. Protection of minority: injunction and declaration in certain cases. 344. Personal and representative action. 345. Definition of member. 346. Commencing derivative action. 347. Powers of the court to make orders in derivative actions under section 346. 348. Evidence of shareholders’ approval not decisive. 349. Court’s approval to discontinue. 350. No security for costs. 351. Interim costs. 352. Definition. RELIEF ON THE GROUNDS OF UNFAIRLY PREJUDICIAL AND OPPRESSIVE CONDUCT 353. Application. 354. Grounds upon which an application may be made. 355. Powers of the court to make orders in petitions under sections 353 and 354. 356. Penalty for failure to comply with order of the court. 357. Investigation of a company on its own application or that of its members. 358. Other investigations of company. 359. Inspectors’ powers during investigation. 360. Production of documents and evidence to inspectors. 361. Power of Inspector to call for directors’ bank accounts. 362. Obstruction of Inspectors to be treated as contempt of Court. 363. Inspector’s report. 364. Power to bring civil proceedings on company’s behalf. 365. Criminal proceedings and other proceedings by the Attorney-General of the Federation. 366. Power of the Commission to present winding-up petition. 367. Expenses of investigation. 368. Inspectors’ report to be used as evidence in legal proceedings. 369. Appointment of inspectors to investigate ownership of a company. 370. Provisions applicable to investigation. 371. Power to require information as to persons interested in shares, etc. 372. Power to impose restrictions on shares, etc. 373. Savings for legal practitioners and bankers.  Companies and Allied Matters Act, 2020 2020 No. 3 A 15 CHAPTER 14—FINANCIAL STATEMENTS AND AUDIT ACCOUNTING RECORDS 374. Companies to keep accounting records. 375. Place, duration and form of records. 376. Penalties for non-compliance with sections 374 or 375. 377. Directors’ duty to prepare annual accounts. FORM AND CONTENT OF COMPANY, INDIVIDUAL AND GROUP FINANCIAL STATEMENTS 378. Form and content of individual financial statements. 379. Group financial statements of holding company. 380. Form and content of group financial statements. 381. Meaning of “holding company”, “subsidiary” and “wholly-owned subsidiary.” 382. Additional disclosure required in notes to financial statements. 383. Disclosure of loans in favour of directors and connected persons. 384. Disclosure of loans to officers of the company and statements of amounts outstanding. DIRECTORS’ REPORTS 385. Directors’ report. PROCEDURE ON COMPLETION OF FINANCIAL STATEMENTS 386. Signing of balance sheet and documents to be annexed thereto. 387. Persons entitled to receive financial statements as of right. 388. Directors’ duty to lay and deliver financial statements. 389. Penalty for non-compliance with section 388. 390. Default order in case of non-compliance. 391. Penalty for laying or delivering defective financial statements. 392. Shareholders’ right to obtain copies of financial statements. MODIFIED FINANCIAL STATEMENTS 393. Entitlement to deliver financial statements in modified form. 394. Qualification of a small company. 395. Companies qualifying as small: parent companies. 396. Modified individual financial statements. 397. Modified financial statements of holding company. PUBLICATION OF FINANCIAL STATEMENTS 398. Publication by a company of full individual or group financial statements. 399. Publication of abridged financial statements. SUPPLEMENTARY 400. Power to alter accounting requirements. A 16 2020 No. 3 Companies and Allied Matters Act, 2020 CHAPTER 15—AUDIT 401. Appointment of auditors. 402. Exemption from audit requirement. 403. Qualification of auditors. 404. Auditors’ report and audit committee. 405. Corporate responsibility for financial reports. 406. Improper influence on conduct of audit. 407. Auditors’ duties and powers. 408. Remuneration of auditors. 409. Removal of auditors. 410. Auditors’ right to attend company’s meetings. 411. Supplementary provisions relating to auditors. 412. Resignation of auditors. 413. Right of resigning auditor to requisition company meeting. 414. Powers of auditors in relation to subsidiaries. 415. Liability of auditors for negligence. 416. False statements to auditors. CHAPTER 16—ANNUAL RETURNS 417. Annual return by company limited by shares or guarantee. 418. Annual return by company having shares other than small company. 419. Annual return by small company. 420. Annual return by company limited by guarantee. 421. Time for completion and delivery of annual return. 422. Documents to be annexed to annual return. 423. Certificate by private company and small company in annual return. 424. Exception in certain cases of unlimited companies and small companies from requirements of section 422. 425. Penalty for non-compliance with sections 417- 423. 426. Declaration of dividends and payment of interim dividend. 427. Distributable profits. 428. Restriction on declaration and payment of dividends. 429. Unclaimed dividends. 430. Reserve and capitalisation. 431. Employees’ shares and profit sharing. 432. Right of the shareholders to sue for dividends. 433. Liability for paying dividend out of capital. CHAPTER 17—COMPANY VOLUNTARY ARRANGEMENTS 434. Those who may propose an arrangement. 435. Procedure where nominee is not the liquidator or administrator. 436. Summoning of meetings.  Companies and Allied Matters Act, 2020 2020 No. 3 A 17 CONSIDERATION AND IMPLEMENTATION PROPOSAL 437. Decisions of meetings. 438. Approval of arrangement. 439. Effect of approval. 440. Challenge of decisions. 441. A false representation, etc. 442. Implementation of proposal. CHAPTER 18—ADMINISTRATION OF COMPANIES NATURE OF ADMINISTRATION 443. Appointment of administrator. 444. Purpose of administration. 445. Standard of performance of administrator. 446. Status of administrator. 447. General restrictions on appointment of administrator. APPOINTMENT OF ADMINISTRATOR BY COURT 448. Administration order. 449. Conditions for making order. 450. Application to Court for administration order. 451. Powers of Court in administration application. 452. Power to appoint by holder of floating charge. 453. Restrictions on power to appoint. 454. When not to appoint administrator. 455. Notice of appointment. 456. Commencement of appointment of administrator under section 450. 457. Notification of appointment. 458. Invalid appointment and indemnity. APPOINTMENT OF ADMINISTRATION BY COMPANY OR DIRECTORS OUT OF COURT 459. Power to appoint by company or directors. 460. Restrictions on power to appoint. 461. Effect of moratorium on the appointment of administrator. 462. Effect of non-disposal of winding-up petition on appointment of administrator. 463. Notice of intention to appoint. 464. Filing of notice of intention to appoint. 465. Requirements of sections 463 and 464 to be complied with. 466. Filing of notice of appointment. 467. Offence in relation to section 464. 468. Where person not entitled to notice of intention to appoint. 469. Commencement of appointment under section 459. 470. Notification of administrator of his appointment. 471. Effect of administration order on appointment. A 18 2020 No. 3 Companies and Allied Matters Act, 2020 ADMINISTRATION—SPECIAL CASES 472. Application by holder of floating charge. 473. Intervention by holder of floating charge. 474. Application where company in liquidation. 475. Administration application by liquidator. 476. Effect of receivership based on appointment by a holder of a fixed charge. EFFECT OF ADMINISTRATION 477. Dismissal of pending winding-up petition. 478. Vacation of office by receiver. 479. Company in administration. 480. Moratorium on other legal process. 481 Where administration application or administration order not yet granted. 482. Details to be stated on documents. PROCESS OF ADMINISTRATION 483. Announcement of administrator’s appointment. 484. Administrator to be provided with statement of affairs of company. 485. Period within which to submit statement of affairs. 486. Administrator’s proposals. 487. Creditors’ meeting. 488. Requirement for initial creditors’ meeting. 489. Restrictions on summoning of initial creditors’ meeting. 490. Business and result of initial creditors’ meeting. 491. Revision of administrator’s proposal. 492. Failure to obtain approval of administrator’s proposals. 493. Further creditors’ meetings. 494. Creditors’ Committee. 495. Correspondence instead of creditors’ meeting. FUNCTIONS OF ADMINISTRATOR 496. General powers. 497. Additional powers of administrator. 498. Power to remove or appoint director. 499. Power to call meetings of members and creditors. 500. Application for direction of Court. 501. Management power not to be exercised without consent of administrator. 502. Distribution. 503. Payments likely to achieve purpose of administration. 504. Custody and control of property. 505. Management of affairs of company.  Companies and Allied Matters Act, 2020 2020 No. 3 A 19 506. Administrator as agent of company. 507. Charged property: floating charge. 508. Charged property: non-floating charge. 509. Hire-purchase property. 510. Protection for secured or preferential creditor. 511. Challenge to administrator’s conduct of company. CESSATION OF ADMINISTRATION 512. Misfeasance. 513. Automatic cessation of administration. 514. When to make order under section 513 of this Act. 515. Meaning of consent for purposes of section 513 (2) (b) of this Act. 516. Form and extent of consent. 517. Cessation of administration by Court on application of administrator. 518. Termination of administration where objective is achieved. 519. Cessation of administration by Court on application of creditors. 520. Public interest winding-up. 521. Moving from administration to creditors’ voluntary liquidation. 522. Moving from administration to dissolution. 523. Discharge of administration order on cessation of administration. 524. Notice to the Commission on cessation of administration. REPLACEMENT OF ADMINISTRATOR 525. Resignation of administrator. 526. Removal of administrator from office. 527. Administrator ceasing to be qualified. 528. Supplying vacancy in office of administrator. 529. Replacement of administrator appointed by Court order. 530. Replacement of administrator appointed by holder of floating charge. 531. Replacement of administrator appointed by company. 532. Replacement of administrator appointed by directors. 533. Replacement of administrator appointed by administration order. 534. Substitution of administrator by a competing floating charge-holder. 535. Substitution of administrator appointed by company or directors by creditors’ meeting. 536. Discharge from liability on vacation of office. 537. Charges and liabilities on vacation of office. GENERAL 538. Joint and concurrent administrators. 539. Joint administrators. 540. Concurrent administrators. 541. Joint and concurrent administrators acting with administrator of company. A 20 2020 No. 3 Companies and Allied Matters Act, 2020 542. Presumption of validity. 543. Majority decision of directors. 544. Penalties. 545. Extension of time limit. 546. Variation of time. 547. Period extended under section 545 or 546. 548. Amendment of provision about time. 549. Interpretation of this Chapter. CHAPTER 19—RECEIVERS AND MANAGERS, APPOINTMENT OF RECEIVERS AND MANAGERS 550. Disqualification for appointment as a receiver or manager. 551. Power of the court to appoint official receiver for debenture holders and other creditors. 552. Appointment of receivers and managers by the Court. 553. Receivers and managers appointed out of Court. 554. Power of a receiver or manager appointed out of Court to apply to the Court for directions. 555. Notification to the Commission that a receiver or manager has been appointed. DUTIES, POWERS AND LIABILITIES OF RECEIVERS AND MANAGERS 556. Duties and powers of receivers and managers. 557. Liabilities of receivers and managers on contracts. 558. Power of the Court to fix remuneration on application of liquidator. PROCEDURE AFTER APPOINTMENT 559. Information where receiver or manager appointed in respect of a floating charge. 560. Special provisions as to statement submitted to receiver. ACCOUNTS BY RECEIVER OR MANAGER 561. Delivery to Commission of accounts of receivers and managers. DUTY AS TO RETURNS 562. Enforcement of duty of receivers and managers to make returns, etc. CONSTRUCTION OF REFERENCES 563. Construction of references to receivers and managers. CHAPTER 20—WINDING-UP OF COMPANIES MODES OF WINDING-UP 564. Modes of winding-up.  Companies and Allied Matters Act, 2020 2020 No. 3 A 21 CONTRIBUTORIES 565. Liability as contributories of present and past members. 566. Definition of contributory. 567. Nature of liability of contributory. 568. Contributories in case of death of member. 569. Contributories in case of bankruptcy of member. CHAPTER 21—WINDING-UP BY THE COURT JURISDICTION 570. Jurisdiction as to winding-up. CASES IN WHICH COMPANY MAY BE WOUND-UP 571. Circumstances in which companies may be wound up by Court. 572. Definition of inability to pay debts. PETITION FOR WINDING-UP AND ITS EFFECTS 573. Provisions as to application for winding-up. 574. Powers of Court on hearing petition. 575. Power to stay or restrain proceedings against company. 576. Avoidance of dispositions of property after commencement of winding-up. 577. Avoidance of attachments. COMMENCEMENT OF WINDING-UP 578. Commencement of a winding-up by the Court. CONSEQUENCES OF WINDING-UP ORDER 579. Copy of order to be forwarded to Commission. 580. Actions stayed on winding-up order. 581. Effect of winding-up order. OFFICIAL RECEIVERS 582. Definition of official receiver. 583. Statement of company’s affairs to be submitted to official receiver. 584. Report by official receiver. LIQUIDATORS 585. Appointment, remuneration and title of liquidators. 586. Custody of company’s property. 587. Vesting of property of company in liquidator. 588. Powers of liquidator. 589. Liquidator to give information, to official receiver. 590. Exercise and control of liquidator’s powers. 591. Payments by liquidator into companies’ liquidation account. 592. Audit of liquidator’s account. A 22 2020 No. 3 Companies and Allied Matters Act, 2020 593. Books to be kept by liquidator. 594. Release of liquidator. 595. Control over liquidators. COMMITTEE OF INSPECTION, SPECIAL MANAGER 596. Power to appoint committee of inspection after meeting of creditors and others. 597. Powers, etc. of committee of inspection. 598. Powers where no committee of inspection is appointed. 599. Power to appoint special manager. 600. Official receiver as receiver for debenture holders. GENERAL POWERS OF COURT IN THE CASE OF WINDING-UP BY COURT 601. Power to stay winding-up. 602. Settlement of list of contributories and application of assets. 603. Delivery of property to liquidator. 604. Payments by contributory to company and set-off allowance. 605. Power of Court to make calls. 606. Power to order payment into companies’ liquidation account. 607. Order on contributory to be conclusive evidence. 608. Power to exclude creditors not proving in time. 609. Adjustment of rights of contributors. 610. Inspection of books by creditors and contributories. 611. Power to order costs of winding-up to be paid out of assets. 612. Power to summon persons suspected of having property of company, etc. 613. Power to order public examination of promoters, etc. 614. Power to arrest absconding contributory. 615. Powers of Court cumulative. 616. Delegation to liquidator of certain powers of Court. 617. Dissolution of company. ENFORCEMENT OF AND APPEALS FROM ORDERS 618. Power to enforce orders. 619. Appeals from orders. CHAPTER 22—VOLUNTARY WINDING-UP RESOLUTIONS FOR AND COMMENCEMENT OF VOLUNTARY WINDING-UP 620. Circumstances in which company may be wound-up voluntarily. 621. Notice of resolution to wind-up voluntarily. 622. Commencement of voluntary winding-up. 623. Effect of voluntary winding-up on business, etc., of company. 624. Avoidance of transfer, etc., after commencement of voluntary winding-up.  Companies and Allied Matters Act, 2020 2020 No. 3 A 23 DECLARATION OF SOLVENCY 625 Statutory declaration of solvency where proposal to wind-up voluntarily. PROVISIONS APPLICABLE TO A MEMBER’S VOLUNTARY WINDING-UP 626 Provisions applicable to a members’ voluntary winding-up. 627 Power to appoint liquidators. 628 Power to fill vacancy in office of liquidators. 629 Liquidator to call creditors’ meeting on insolvency. 630 Liquidator to call general meeting at end of each year. 631 Final meeting and dissolution. 632 Alternative provisions as to annual and final meetings in insolvency cases. 633 Books and accounts during members’ voluntary winding-up. PROVISION APPLICABLE TO A CREDITOR’S VOLUNTARY WINDING-UP 634 Provisions applicable to creditors’ winding-up voluntarily. 635 Meeting of creditors. 636 Appointment of liquidator and cesser of directors’ powers. 637 Appointment of committee of inspection. 638 Fixing of liquidators’ remuneration. 639 Power to fill vacancy in the office of liquidator. 640 Liquidator to call meetings of company and others at the end of each year. 641 Final meeting and dissolution. PROVISIONS APPLICABLE TO EVERY VOLUNTARY WINDING-UP 642 Provisions applicable to every voluntary winding-up. 643 Distribution of property of company. 644 Powers of liquidator in every voluntary winding-up. 645 Power of Court to appoint liquidator. 646 Power to apply to Court to determine questions or exercise powers. 647 Costs of voluntary winding-up. 648 Saving of rights of creditors and contributories. CHAPTER 23—WINDING-UP SUBJECT TO SUPERVISION OF COURT 649. Power to order winding-up subject to supervision. 650. Effect of petition for winding-up subject to supervision. 651. Application of sections 576 and 577. 652. Power of Court to appoint and remove liquidators. 653. Effect of supervision order. CHAPTER 24—PROVISIONS APPLICABLE TO EVERY MODE OF WINDING-UP A 24 2020 No. 3 Companies and Allied Matters Act, 2020 654. Liquidator to give notice of appointment. 655. Debts of all descriptions may be proved. 656. Application of bankruptcy rules in certain cases. 657. Preferential payments. EFFECT OF WINDING-UP AND ADMINISTRATION ON ANTECEDENT AND OTHER TRANSACTIONS 658. Fraudulent preference. 659. Transactions at an undervalue. 660. Liabilities and rights of certain fraudulently preferred persons. 661. Avoidance of attachments, on winding-up subject to supervision of the Court. 662. Effect of floating charge. 663. Disclaimer of onerous property. 664. Persons injured. 665. Supplies of gas, water, electricity, etc. 666. Restriction of rights of creditor as to execution, etc., on winding- up of company. 667. Duty of sheriff as to goods taken in execution. OFFENCES ANTECEDENT TO OR IN COURSE OF WINDING-UP 668. Offences by officers of company in liquidation. 669. Falsification of books. 670. Frauds by officers of companies in liquidation. 671. Liability where proper accounts not kept. 672. Responsibility for fraudulent trading. 673. Wrongful trading. 674. Power of Court to assess damages against delinquent directors. PROSECUTION OF DELINQUENT OFFICERS AND MEMEBRS OF A COMPANY 675. Prosecution of delinquent officers and members of a company. SUPPLEMENTARY PROVISIONS AS TO WINDING-UP 676. Disqualifications for appointment as liquidator. 677. Corrupt inducement affecting appointment as liquidator. 678. Enforcement of duty of liquidator to make returns. 679. Notification that a company is in liquidation. 680. Exemption from stamp duty. 681. Books of company to be evidence. 682. Disposal of books and other papers of company. 683. Information as to pending liquidations and disposal of unclaimed assets. 684. Resolutions passed at adjourned meetings of creditors. 685. Power to make over assets to employees. SUPPLEMENTARY POWERS OF COURT  Companies and Allied Matters Act, 2020 2020 No. 3 A 25 686. Meetings to ascertain wishes of creditors and others. 687. Judicial notice of signatures of officers of Court. 688. Judicial notice of signatures of certain government officials. 689. Special commissioners for receiving evidence. 690. Affidavits in Nigeria and elsewhere. PROVISIONS AS TO DISSOLUTION 691. Power of Court to void dissolution of company. 692. Power of Commission to strike off defunct company. 693. Property of dissolved company to be declared as bona vacantia. CENTRAL ACCOUNTS 694. Companies liquidation account defined. 695. Investment of surplus funds in government securities. 696. Separate accounts of particular estates. RETURNS BY OFFICERS OF COURT 697. Returns by officers in winding-up. ACCOUNT TO BE PREPARED ANNUALLY 698. Annual accounts of company winding-up and disposal. CHAPTER 25—WINDING-UP OF UNREGISTERED COMPANIES 699. Winding-up of unregistered company. 700. Contributories in winding-up unregistered company. 701. Power of Court to stay or restrain proceedings. 702. Action stayed on winding-up order. 703. Provisions of this Part to be cumulative. CHAPTER 26—MISCELLANEOUS PROVISIONS APPLYING TO COMPANIES WHICH ARE INSOLVENT 704. Acting as insolvency practitioner. 705. Qualification of insolvency practitioner. 706. Recognition of professional body by the Commission. 707. Application for authorisation to act as insolvency practitioner. 708. Commission to notify the party of the refusal or withdrawal of authorisation. 709. Review of Commission’s decision. CHAPTER 27—ARRANGEMENTS AND COMPROMISE 710. Definition of arrangement. 711. Arrangement or compromise between two or more companies. 712. Provisions applicable to schemes or contacts involving transfer of shares in a company. 713. Provisions applicable to dissenting shareholders. A 26 2020 No. 3 Companies and Allied Matters Act, 2020 714. Arrangement on sale of company’s property during members’ voluntary winding-up. 715. Power to compromise with creditors and members. 716. Information as to compromise with creditors and members. 717. Moratorium on creditors voluntary winding-up in a scheme of arrangement. CHAPTER 28—NETTING 718. Definition of applicable concepts. 719. Powers of a financial regulatory authority. 720. Enforceability of a qualified financial contract. 721. Enforceability of netting agreements. CHAPTER 29—MISCELLANEOUS AND SUPPLEMENTAL APPLICATION OF THIS PART 722. Application of this Part. 723. Act to override memorandum, articles. 724. Application of Act to companies registered under former enactments. 725. Application of Act to companies registered but not formed. 726. Application of Act to unlimited companies registered under former enactments. 727. Restricted in this Schedule application of Act to unregistered companies. ADMINISTRATION 728. Registered and head office of company. 729. Publication of name by company. 730. Fees. 731. Form of register. 732. Rules of Court for winding-up of companies. 733. Certain companies to publish statement in prescribed form. LEGAL PROCEEDINGS, ETC. 734. Prosecution of offences. 735. Production of documents where offences suspected. 736. Costs in actions by certain limited companies. 737. Saving for privileged communications. 738. Power of Court to grant relief in certain cases. 739. Penalty for improper use of certain words. 740. Extended effect of penalty for offence of fraudulent trading. 741. Application of fines. 742. Application by the Commission to the Court for directions.  Companies and Allied Matters Act, 2020 2020 No. 3 A 27 MISCELLANEOUS 743. Alteration and application of Schedules, tables and forms. 744. Enforcement of duty of company to make returns to Commission. 745. Power of company to provide for employees on cessation or transfer of business. PART C : THE LIMITED LIABILITY PARTNERSHIP CHAPTER 1—NATURE OF LIMITED LIABILITY PARTNERSHIP 746. Limited liability partnership to be body corporate. 747. Partners. 748. Minimum number of partners. 749. Designated partner. 750. Liabilities of designated partners. 751. Changes in designated partners. 752. Penalty for contravention of sections 749-751. CHAPTER 2—INCORPORATION OF LIMITED LIABILITY PARTNERSHIP AND INCIDENTAL MATTERS 753. Incorporation documents. 754. Incorporation by registration. 755. Registered office of limited liability partnership and change therein. 756. Effect of registration. 757. Name. 758. Reservation of name and change of name. 759. Penalty for improper use of words, limited liability partnership or LLP. 760. Publication of name and limited liability.. CHAPTER 3—PARTNERS AND THEIR RELATIONS 761. Eligibility to be partners. 762. Relationship of the partners. 763. Cessation of partnership interest. 764. Registration of changes in partners. CHAPTER 4—EXTENT AND LIMITATION OF LIABILITY OF LIMITED LIABILITY PARTNERSHIP AND PARTNERS 765. Partner as agent. 766. Extent of liability of limited liability partnership. 767. Extent of liability of partner. 768. Holding out. 769. Unlimited liability in case of fraud. CHAPTER 5—CONTRIBUTIONS 770. Form of contribution. 771. Obligation to contribute. A 28 2020 No. 3 Companies and Allied Matters Act, 2020 CHAPTER 6—FINANCIAL DISCLOSURES 772. Maintenance of books of accounts, other records and audit. 773. Annual return. CHAPTER 7—ASSIGNMENT AND TRANSFER OF PARTNERSHIP RIGHTS 774. Partner’s transferable interest. CHAPTER 8—INVESTIGATION 775. Investigation of the affairs of limited liability partnership. 776. Application by partners for investigation. 777. Firm, body corporate or association not to be appointed as inspector. 778. Power of inspectors to carry out investigation into affairs of related entities, etc. 779. Production of documents and evidence. 780. Seizure of documents by inspector. 781. Inspector’s report. 782. Power to bring civil proceedings on limited liability partnership’s behalf. 783. Criminal proceedings and other proceedings by the Attorney-General of the Federation. 784. Power of the Commission to present winding-up petition. 785. Expenses of investigation. 786. Application for winding-up of limited liability partnership. 787. Inspector’s report to be evidence. CHAPTER 9—FOREIGN LIMITED LIABILITY PARTNERSHIP 788. Foreign limited liability partnerships. CHAPTER 10—WINDING-UP AND DISSOLUTION 789. Winding-up and dissolution. 790. Circumstances in which limited liability partnership may be wound up by Court. CHAPTER 11—MISCELLANEOUS 791. Disclosure of significant control in a limited liability partnership. 792 Business transactions of partner with limited liability partnership. 793 Power of the Commission to strike defunct limited liability partnership off register. 794 Power to make rules. PART D : THE LIMITED PARTNERSHIP CHAPTER 1—NATURE OF LIMITED PARTNERSHIP 795. Constitution of limited partnerships. 796. Partners in a limited partnership.  Companies and Allied Matters Act, 2020 2020 No. 3 A 29 CHAPTER 2—REGISTRATION OF LIMITED PARTNERSHIP AND INCIDENTAL MATTERS 797. Limited partnership to be registered. 798. Application for registration. 799. Certificate of registration. 800. Registration of changes in partnership. 801. Notice of change in status of general partner or assignment of share of limited partner. 802. Name of limited partnership. 803. Reservation of name and change of name of limited partnership. 804. Penalty for improper use of words “limited partnership” or “LP”. 805. Commission to keep register. 806. Modification of general law in case of limited partnerships. 807. Application of Part C. 808. Law as to private partnerships to apply where not excluded by this Act. 809. Inspection, etc. of documents. 810. Liability for false statement. PART E : BUSINESS NAMES CHAPTER 1—ESTABLISHMENT OF BUSINESS NAMES REGISTRY : APPOINTMENT AND FUNCTIONS OF HEAD OF OFFICE AND OTHER OFFICERS 811. Establishment of business names registry in each state. 812. Appointment of head of office and other officers of business names registry. 813. Functions of the head of office. CHAPTER 2—REGISTRATION OF BUSINESS NAMES 814. Registration of business names. 815. Procedure for registration. 816. Entry of business name in the register. 817. Certificate of registration. 818. Registration of changes. CHAPTER 3 — REMOVAL OF BUSINESS NAME FROM REGISTER 819. Removal of name from register. CHAPTER 4—MISCELLANEOUS AND SUPPLEMENTAL 820. Publication of true name. 821. Liability of person in default. 822. Annual returns. A 30 2020 No. 3 Companies and Allied Matters Act, 2020 PART F : INCORPORATED TRUSTEES CHAPTER 1—INCORPORATED TRUSTEES 823. Incorporation of trustees of certain communities, bodies and associations. 824. Classification of associations. 825. Method of application. 826. Qualification of trustees. 827. Constitution. 828. Advertisement and objections. 829. Registration and certificate. 830. Effect of registration and certificate. 831. Related associations. CHAPTER 2—CHANGES IN REGISTERED PARTICULARS OF INCORPORATED TRUSTEES 832. Change of name or object. 833. Alteration of provisions of the constitution. 834. Replacement and appointment of additional trustees. 835. Changes in contravention of certain provisions of this Part of this Act. CHAPTER 3—COUNCIL, POWERS, INCOME AND PROPERTY 836. Council or governing body. 837. Exercise of powers of trustee. 838. Application of income and property. CHAPTER 4—SUSPENSION OF TRUSTEES, APPOINTMENT OF INTERIM MANAGERS, ETC. 839. Suspension of trustees, etc., appointment of interim manager, etc. CHAPTER 5—COMMON SEAL AND CONTRACT 840. Common seal. 841. Contract of corporate body. CHAPTER 6—ACCOUNTS AND ANNUAL RETURNS POWER TO DIRECT TRANSFER OF CREDIT IN DORMANT BANK 842. Accounts of dissolved incorporated trustees. 843. Accounts which cease to be dormant before transfer. 844. Dormant bank accounts : supplementary. 845. Bi-annual statement of affairs. 846. Accounting records and statement of accounts. 847. Preservation of accounting records. 848. Annual returns.  Companies and Allied Matters Act, 2020 2020 No. 3 A 31 CHAPTER 7—MERGER AND DISSOLUTION 849. Merger of associations. 850. Dissolution of a corporate body formed under this Act. PART G : GENERAL CHAPTER 1—ESTABLISHMENT, ETC. OF ADMINISTRATIVE PROCEEDINGS COMMITTEE 851. Establishment, etc. of administrative proceedings committee. 852. Prohibited and restricted names. 853. Duty to seek comments of government department or other body. 854. Permitted characters. 855. Misleading information, etc. 856. Misleading indication of activities. 857. Objection to the registered name of a company, limited liability partnership, limited partnership, business name or incorporated trustees. 858. Decision of administrative proceedings committee to be made available to the public. CHAPTER 2—MISCELLANEOUS AND SUPPLEMENTAL 859. Resubmission of lost or destroyed registered documents. 860. Electronic documents. 861. Preservation of documents and inspection. 862. Penalty for false statements or information. 863. Penalty for carrying on business without registration. 864. Retention of records archived in soft copies. 865. Access to premises, etc. 866. Power to compound offences. 867. Regulations. 868. Interpretation. 869. Repeal and savings.Citation. 870. Citation. SCHEDULES A 32 2020 No. 3 Companies and Allied Matters Act, 2020  Companies and Allied Matters Act, 2020 2020 No. 3 A 33 COMPANIES AND ALLIED MATTERS ACT, 2020 ACT No. 3 AN ACT TO REPEAL THE COMPANIES AND ALLIED MATTERS ACT, CAP. C20, LAWS OF THE FEDERATION OF NIGERIA, 2004 AND ENACT THE COMPANIES AND ALLIED MATTERS ACT, 2020 TO PROVIDE 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 [7th Day of August, 2020] Commence- ment. 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 Establishment Act referred to as “the Commission”). of the Corporate (2) The Commission— Affairs 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 Federation. 2.—(1) There is established for the Commission, a Governing Board (in Establishment this Act referred to as “the Board”) which shall be responsible for performing of Governing Board of the the functions of the Commission. Commission. (2) The Board 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 knowledge of corporate, industrial, commercial, financial or economic matters, business 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, A 34 2020 No. 3 Companies and Allied Matters Act, 2020 (iii) accountancy profession, appointed by the Minister after consultation with professional bodies of accountants as 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 not be below the rank of Director ; and (c) the Registrar-General of the Commission. Tenure of 3.—(1) Subject to the provisions of subsection (2), a person appointed office and as a member of the Board (not being an ex-officio member) shall hold office vacancy on for a term of three years and may be eligible for re-appointment for one the Board. further term of three years and no more. (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 months 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 involving 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.  Companies and Allied Matters Act, 2020 2020 No. 3 A 35 (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 (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 provisions 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 member shall be appointed to complete the unexpired period of his predecessor’s term of office. 4. The Board shall— Functions of the Board. (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 Minister 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 Commission ; (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. 5. Members of the Board appointed under section 2 (2) (a)-(b) shall be Remuneration paid such remuneration and allowances as the Minister may, from time to and allowances time, direct. of members. 6.—(1) Subject to this section and section 27 of the Interpretation Act, Proceedings the Board may make standing orders regulating its proceedings. of the Board. (2) The Chairman shall preside at every meeting of the Board but, in his Cap. I 23, absence, the members present shall elect one of them present to preside at LFN,2004. the meeting. A 36 2020 No. 3 Companies and Allied Matters Act, 2020 (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. Disclosure 7.—(1) A member of the Board who is directly interested in any company of interest. or enterprise, the affairs of which are being 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 interest is disclosed ; and (b) be excluded for the purpose of constituting a quorum of the Board for any such deliberation or decision. Functions of 8.—(1) The functions of the Commission shall be to— the Commission. (a) administer this Act, including the registration, 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 investigation into the affairs of 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 provisions 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 the provisions of this Act.  Companies and Allied Matters Act, 2020 2020 No. 3 A 37 (2) Nothing in this section affects the powers, duties or jurisdiction of Cap. I24, the Securities and Exchange Commission under the Investments and Securities LFN, 2004. Act (or any amendment thereto or re-enactment thereof). 9.—(1) The Commission shall appoint a Registrar-General who— Appointment of Registrar- (a) is qualified to practice as a legal practitioner in Nigeria ; General. (b) has been so qualified for at least 10 years ; and (c) in addition, 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 conditions 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 disbursing amounts from the Fund established under section 13. 10. The Commission may appoint such other staff as it may deem Appointment necessary for the efficient performance of the functions of the Commission of staff. under this Act. 11. Notwithstanding the provisions of any enactment to the contrary, a Right to person appointed to the office of Registrar-General under section 9 of this appear in Act or a person appointed under section 10 of this Act who is a legal practitioner Court. shall, while so appointed, be entitled to represent the Commission as a legal practitioner for the purpose and in the course of his employment. 12.—(1) Service in the Commission shall be approved service for the Service in purpose of the Pensions Reform Act (or any amendment thereto or re- the enactment thereof) and accordingly, officers and other persons employed in Commission to be the Commission are, in respect of their service in the Commission entitled to pensionable. pensions, gratuities and other retirement benefits as determined in the Act No. 4, Commission’s conditions of service. 2014. (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. A 38 2020 No. 3 Companies and Allied Matters Act, 2020 Fund of the 13. The Commission shall establish a fund (in this Act referred to as Commission. “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 performance of its functions. Expenditure 14. The Commission may apply the proceeds of the Fund— of the Commission. (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 expenses 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 Commission ; (d) for the maintenance of any property acquired or vested in the Commission ; and (e) for any purpose related to the functions of the Commission under this Act. Annual 15.—(1) The financial year of the Commission starts on the 1st day of accounts, January and end on the 31st day of December of the same year or any time as audit and estimates. 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 30th 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 16. The Commission shall, not later than 30th June in each year, submit report. 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 report the audited accounts of the Commission.  Companies and Allied Matters Act, 2020 2020 No. 3 A 39 17.—(1) A suit shall not be commenced against the Commission before Pre-action the expiration of 30 days after a written notice of intention to commence the notice and restriction suit is served upon the Commission by the intending plaintiff or his agent. on levy of (2) The notice referred to in subsection (1) shall clearly state the— execution. (a) cause of action ; (b) particulars of the claim ; (c) name and place of abode of the intending plaintiff ; and (d) relief sought. 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 Right to persons may form and incorporate a company by complying with the form a requirements of this Act in respect of registration of the company. 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. 19.—(1) No association, or partnership consisting of more than 20 persons Association shall be formed for the purpose of carrying on any business for profit or gain and partnership by the association, or partnership, or by the individual members thereof, unless of more than it is registered as a company under this Act, or is formed in pursuance of 20 members some other enactments in force in Nigeria. when permitted. (2) Nothing in this section shall apply to— (a) any co-operative society registered under the provisions of any enactment in force in Nigeria ; or (b) any partnership for the purpose of carrying on practice— (i) as legal practitioners, by persons each of whom is a legal practitioner, or (ii) as accountants by persons each of whom 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. A 40 2020 No. 3 Companies and Allied Matters Act, 2020 Capacity of 20.—(1) Subject to subsection (2), an individual shall not join in the individual to formation of a company under this Act if he is— form company. (a) less than 18 years of age ; (b) of unsound mind and has been so found by a court in Nigeria or elsewhere ; (c) an undischarged bankrupt ; or (d) disqualified under sections 281 and 283 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 subsection 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. Types of 21.—(1) An incorporated company may be a company— companies. (a) having the liability of its members limited by the memorandum of association 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 respectively 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. Private 22.—(1) Private company is one which is stated in its memorandum of company. association to be a private company. (2) Subject to the provisions 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 ; (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  Companies and Allied Matters Act, 2020 2020 No. 3 A 41 (c) a member, or a group of members acting together, shall not sell or agree to sell more than 50% of the shares 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 Consequences with any of the provisions of section 22 of this Act in respect of a private of default in complying company, the company shall cease to be entitled to the privileges and with exemptions conferred on private companies by or under this Act and this Act conditions shall apply to the company as if it were not a private company. constituting a private (2) If a Court, on the application of the company or any other person company. 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 conditions as may seem to be just and expedient, order that the company be relieved from the consequences mentioned in subsection (1). 24. Any company other than a private company shall be a public company Public and its memorandum of association shall state that it is a public company. company. 25. An unlimited company shall be registered with a share capital not Unlimited below the minimum issued share capital permitted under section 27 (2) (a) of company. this Act. 26.—(1) Where a company is to be formed for the promotion of Company commerce, art, science, religion, sports, culture, education, research, charity limited by guarantee. or other similar objects, and the income and property of the company 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 A 42 2020 No. 3 Companies and Allied Matters Act, 2020 except as permitted by this Act, the company shall not be registered as a company limited 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 members. (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 30 days, grant authority to the promoters of a company limited by guarantee where there are no objections to the memorandum or other cogent reason for not granting 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 30 days period shall be begin on receipt of all relevant information. (7) Where all valid documents are furnished by the promoters of a company limited by guarantee and no decision has been made by the Attorney-General of the Federation within the 30 days period— (a) the promoters shall— (i) place an advertisement in three national daily newspapers, and (ii) 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 Commission 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 applicant to furnish further information 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 be advertised, in the prescribed form, in three national daily newspapers.  Companies and Allied Matters Act, 2020 2020 No. 3 A 43 (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 the Commission within 28 days of the date of the last publications in the newspapers, and, if the objection is made, the Commission – (a) shall consider it and may require the applicant to furnish further information or documentation ; and (b) 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 (11), 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 (12), 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 Commission 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 company, the same shall not be A 44 2020 No. 3 Companies and Allied Matters Act, 2020 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 shall be determined by the members prior to dissolution of the company. MEMORANDUM OF ASSOCIATION Requirements 27.—(1) The memorandum of association of every company shall state— with respect to the (a) the name of the company ; memorandum (b) that the registered office of the company shall be situated in of a Nigeria ; company. (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 objects 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 memorandum 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. (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 permitted 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  Companies and Allied Matters Act, 2020 2020 No. 3 A 45 company, 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 Form of memorandum of association of— memorandum of (a) a company limited by shares, association. (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. 29.—(1) The name of a private company limited by shares shall end Name as with the word, “Limited”. stated in the memorandum (2) The name of a public company limited by shares shall end with the of words, “Public Limited Company”. association. (3) The name of a company limited by guarantee shall end with the words, “Limited by Guarantee”. (4) The name of an unlimited company shall end with the word, “Unlimited”. (5) A company may use the abbreviations, “Ltd”, “PLC” “Ltd/Gte” and “Ultd” for the words, “Limited”, “Public Limited Company”, “Limited by Guarantee” and “Unlimited” respectively in the name of the company. 30.—(1) If a company, through inadvertence or otherwise, on its first Change of registration or on its registration by a new name, is registered under a name name of company. 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 change 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. A 46 2020 No. 3 Companies and Allied Matters Act, 2020 (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 company, 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 published periodically by the Commission in a national daily newspaper and on its website. Reservation 31.—(1) The Commission may, upon receipt of an application delivered of name. 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. (2) The reservation mentioned in subsection (1) shall be determined upon receipt of the application under 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 Commission 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 is identical with that by which a company in existence is already registered, or so nearly resembles it as to be likely to deceive.  Companies and Allied Matters Act, 2020 2020 No. 3 A 47 (4) If any name becomes available in the event of a change of name or otherwise, the Commission shall have t