The principal law governing the registration of companies and other business entities in nigeria is the companies and allied matters act cama, cap. Check the pdf version of the nigerians companies and allied matters act lfn 2004. These books contain exercises and tutorials to improve your practical skills, at all levels. The two of them were replaced by the companies act of 1922 in 1922. It is no news that after 28 years, a new companies and allied matters act hereinafter referred to as cama has been passed by the national assembly to replace the current cama. Section 567 of the nigerian companies and allied matters act cama cap c20 lfn 2004 defines securities to include shares, debentures, debenture stock, bond, notes other. Companies an matters act laws of the fed of nigeria 1990 contents part a companies d allied chapter 59. Check the complete pdf version of the companies and allied matters act.
We are a duly registered under the companies and allied matters act 1990 in nigeria to carry out financial advisory, commercial investors, investment and consultancy services. On 15 may 2018, the 8th senate of the federal republic of nigeria at its plenary session, passed the bill for an act to repeal the companies and allied matters act 1990 and enact the companies and allied matters act 2018 the bill. The companies income tax act in this act referred to as the principal act is amended as set out in this act. Alpha cosmos trading markets act markets is the trading name for alpha cosmos trading limited with registration number rc 1624843. The provisions of companies and allied matters act cama provides for various applications to be made to the court in respect of a company or for other proceedings to be taken under the general law. The senates passage of the bill has heralded a new dawn in business reform in nigeria. The companies and allied matters act 1 hereinafter simply called. Companies and allied matters act chapter 20 laws of the federal republic of nigeria 2004 2nd january 1990 an act to establish the corporate affairs commission, provide for the incorporation of companies and incidental matters, registration of business names and the incorporation of trustees of certain communities, bodies and associations. It is a general believe and existing fact that, a country or state without a law is prone to more sin and it is not punishable as there was no provision to sanction erring individual or organization, on the note of this, we shall be discussing on the history of. Alp a leading corporate commercial law firm in lagos nigeria. Foreign companies intending to carry on business in nigeria. On tuesday 15 may 2018, the senate of the federal republic of nigeria passed the companies and allied matters act, 1990 cap c20, lfn 2004 repeal and reenactment bill, 2018 the bill, following a recommendation of the senate committee on trade and investment the committee. This, in no doubt, will largely ease the means of registering business in nigeria as all the hassles related to the manual registration of company.
The national assembly in nigeria has done its part by enacting the provisions contained in the companies and allied matters act so as to encourage investors and to build a stable economy. Pdf a synopsis on corporate law, property practice and. Enter company name directors signature directorcompany secretary signature name designation name designation company seal to be adopted on the companys printed letterhead board resolution federal republic of nigeria companies and. The companies income tax act cita defines a nigerian company as any company incorporated under the companies and allied matters act or any enactment replaced by that act. C20, lfn, 2004 and the security and exchange commission act, cap. Actmarkets fx traders first choice, traders first choice.
Pdf a synopsis on corporate law, property practice and law. Download our company and allied matters act 2004 nigeria pdf ebooks for free and learn more about company and allied matters act 2004 nigeria pdf. Why not shown yes no schedule 2 sections 120,335, and 337 form and content of companys financial statements part 1 general information to be. Taxation of foreign companies operating in nigeria matters. Enter company name directors signature directorcompany secretary signature name designation name designation company seal to be adopted on the companys printed letterhead board resolution federal republic of nigeria companies and allied matters act, 1990. The companies and allied matters act cama describes a director as any person appointed by a company to direct and manage the business affairs of the company. Key highlights of the companies and allied matters act. The trustees of the oxford and cambridge club of nigeria shall, for the purpose of the companies and allied matters act, part c, be elected at a general meeting with a simple majority vote of members present. At this stage you want to find out if the name which you want to register your company with is available and not already in use. It was labeled then as the companies amendment and extension act of 1917. Currently, the recognized company law in nigeria is the companies and allied matters decree of 1990. It highlights the various machineries open to then for the. The assignment of the said nigerian law reform commission was to realize the main objective of the government of nigeria which was to. C20, lfn 2004 and the bankruptcy and insolvency act bia, 2017 for other debts.
A synopsis on corporate law, property practice and law in practice. Companies and allied matters act arrangement of sections part a companies part i corporate affairs commission section 1. It is therefore recommended among others that the companies and allied matters act should provide for mandatory cumulative voting system and electronic participation of shareholders or their proxies at the companys meetings. The repeal and reenactment of the companies and allied. The companies and allied matters act further describes a director to include any person on whose instructions and direction the board of directors of a company is accustomed to act. An examination of the laws on tax reliefs and exemption in. Unfortunately, we are far behind on tax law reform in nigeria as the last time any business tax legislation was enacted or. The nigeria corporate affairs commission cac is responsible for regulating the company and allied matters decree of 1990.
Note that the company must also enter the shareholders names in the register of members of the company. The certificate must be issued to the named holder of the shares. Compliance with the provision of the companies and allied matters act is the responsibility of every director, officer and share holder of the company. Powers and duties of the corporate affairs commission as a regulatory body in nigeria abstract the corporate affairs commission was established by section 1 of the companies and allied matters act, cap c. Jun 05, 2018 on the 15 th of may 2018, the nigerian senate passed a bill to repeal and reenact the companies and allied matters act 1990cama. However, a foreign company wishing to set up business operations in nigeria should take all steps necessary to obtain local incorporation of the. Meetings conducted by incorporated companies are referred to as corporate meetings. The first step to register a company in nigeria is called the name availability search. Protection of minority shareholders under nigerian company. Alp, is a nigeriabased law firm that delivers the very best of african legal and advisory services. An incorporated company may be either a company a having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them in this act termed a company limited by shares.
Nov 04, 2010 memorandum and articles of association nigeria free sample. This is, however, all set to change if the companies and allied matters act repeal and reenactment bill 2019 cama bill, which was passed by the. Alp a leading corporate commercial law firm in lagos. C and it is responsible for overseeing the companies and matters decree of 1990. Companies and allied matters act nigerian law intellectual. The company may keep a soft or hard copy of this document for record purposes. This article appraises the scope and extent of the rights and obligations of the shareholders under the company and allied matters act. Why not shown yes no schedule 2 sections 120,335, and 337 form and content of companys financial statements part 1. Minority shareholders, company law, nigeria, protection, companies and allied matters act. Feb 14, 2016 by section 631 of the companies and allied matters act, the abstraction called a company shall act through its members in general meeting or its board of directors or through officers or.
Insolvency proceedings are more formal as provided for under the asset management corporation of nigeria act amcon act, 2010 as amended, for amconacquired debts, and under the companies and allied matters act cama, cap. Company and allied matters act nnamdi azikiwe university. Later in 1968, the companies decree took over from the 1922 company act. Companies an matters act laws of the fed of nigeria 1990.
A foreign company means any company established under any law in force in a territory or country outside nigeria. This amendment is to allow for an inclusion of the other accounting bodies in nigeria such as the association of national accountants of nigeria. The bill which seeks to repeal and reenact the existing act, the companies and allied matters act, 2004, is aimed at addressing the shortcomings of the said existing act, and when assented to by the president, is expected to promote the ease of doing business in nigeria. And for related matters 16th day of april, 2007 enactid by the national assembly of the federal republic of nigeria 1. The main legislation that establishes corporate financial reporting requirements in nigeria is the companies and allied matters act of 1990 cama and its subsequent amendments. Methods of conducting business all business enterprises must be registered with the registrargeneral of the corporate affairs commission registrar of companies. Companies i corporate affairs commission ii incorporation of companies and incidental matters iii acts by or on behalf of company iv membership of the company v share capital vi shares vii debentures viii meetings and proceedings of companies. Companies and allied matters act arrangement by parts part a. The cama outlines the formation, operation, and dissolution of companies, as well as the requirements for corporate accounting, auditing and financial reporting. The body responsible for the regulation of companies in nigeria is the corporate affairs commission c. The companies and allied mat ters act chapter c20 laws of the federation of nigeria 2004. The companies and allied matters act is applicable to this document.
The passage of the bill comes as a major milestone in the nigerian business climate as it is the first significant amendment to the cama after 28years of being in operation. The trustees will be nominated by the executive committee and they shall be ordinary members of the club who have attained the age of 70. Where a lacuna or any substantial insufficiency in the law is occasioned by. A nonnigerian may invest and participate in the operation of any enterprise in nigeria. Alp is well versed in, corporate and commercial law, arbitration, more.
Companies i corporate affairs commission ii incorporation of companies and incidental matters iii acts by or on behalf of company iv membership of the company. At as this time 2016, the recognized company law in nigeria is the companies and allied matters decree of 1990. By section 631 of the companies and allied matters act, the abstraction called a company shall act through its members in general meeting or. Be it enacted by the national assembly of the federal republic of nigeria as follows. On the 15 th of may 2018, the nigerian senate passed a bill to repeal and reenact the companies and allied matters act 1990cama. You can do a free public search on the cac website. Alp, is a nigeria based law firm that delivers the very best of african legal and advisory services. The relevant laws on tax exemption are the constitution of the federal republic of nigeria, 1990. As at today, the recognized company law in nigeria is the companies and allied matters decree of 1990. Audit checklist on companies and allied matters act camafinancial reporting council frc of nigeria act client. And for related matters 16th day of april, 2007 enacted by the national assembly of the federal republic of nigeria 1. Government, tax administrators, practitioners and academics alike.
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