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COMPANIES AND ALLIED MATTERS ACT

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]
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after 1st January should apply to the Federal Government Printer, Lagos for amended Subscriptions.

A 2 2020 No. 3 Companies and Allied Matters Act, 2020

Companies and Allied Matters Act, 2020 2020 No. 3 A 3
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

  1. Right to form a company.
  2. Association and Partnership of more than 20 members when permitted.
  3. Capacity of individual to form company.
  4. Types of companies.
  5. Private company
  6. Consequences of default in complying with conditions constituting a
    private company.
  7. Public company.
  8. Unlimited company.
  9. Company limited by guarantee.

A 4 2020 No. 3 Companies and Allied Matters Act, 2020

MEMORANDUM OF ASSOCIATION

  1. Requirements with respect to the memorandum of a company.

NAME OF COMPANY

  1. Form of memorandum of association.
  2. Name as stated in the memorandum of association.
  3. Change of name of company.
  4. Reservation of name.
  5. Articles of association.
  6. Power of Minister to prescribe model articles.
  7. Default application of model articles.
  8. Statement of company’s objects.
  9. Registration documents.
  10. Statement of capital and initial shareholdings.
  11. Statement of guarantee.
  12. Statement of proposed Directors.
  13. Statement of compliance.
  14. Registration.
  15. Effect of registration.

CAPACITY AND POWERS OF COMPANIES

  1. Powers of companies and prohibition of donations for political purpose.
  2. Effect of ultra vires acts.
  3. Effect of reliance on restrictions in the memorandum.
  4. Effect of memorandum and articles.
  5. Member’s right to copies of memorandum, etc.
  6. Copies of memorandum issued to embody alterations.
  7. Restriction on alteration of memorandum.
  8. Alteration of memorandum.
  9. Mode of alteration of business or objects.
  10. Power to alter provisions in the memorandum in certain cases.
  11. Alteration of articles.
  12. Limitation of liability to contribute to share capital if memorandum,
    etc., altered.
    CHAPTER 2—RE-REGISTRATION OF COMPANIES
  13. Alteration of status by re-registration.
  14. Re-registration of private company as public.
  15. Requirements as to share capital.
  16. Requirements as to net assets.
  17. Recent allotment of shares for non-cash consideration.
  18. Application for re-registration as a public company.

Companies and Allied Matters Act, 2020 2020 No. 3 A 5

  1. Statement of proposed secretary.
  2. Issue of certificate of incorporation on re-registration.
  3. Re-registration of public company as private limited company.
  4. Application to Court to cancel resolution.
  5. Notice to Commission of Court application or order.
  6. Application for re-registration as a private limited company.
  7. Issue of certificate of incorporation on re-registration as a private limited
    company.
  8. Re-registration of private limited company as unlimited.
  9. Application for re-registration as an unlimited company.
  10. Issue of certificate of incorporation on re-registration as an unlimited
    company.
  11. Re-registration of unlimited company as limited.
  12. Application for re-registration as a limited company.
  13. Issue of certificate of incorporation on re-registration of an unlimited
    as a limited company.
  14. Statement of capital required where company already has share capital.
  15. Re-registration of public company as unlimited.
  16. Application for re-registration of a public company as an unlimited
    company.
  17. Issue of certificate of incorporation on re-registration of a public
    company as an unlimited company.

CHAPTER 3—FOREIGN COMPANIES

  1. Foreign Companies intending to carry on business in Nigeria.
  2. Penalties.
  3. Power to exempt foreign companies.
  4. Annual report.
  5. Exempted foreign company to have status of unregistered company.
  6. Penalties for false information.
  7. Application of certain sections to foreign companies.
    CHAPTER 4—PROMOTERS
  8. Persons promoting a company.
  9. Duties and liabilities of a promoter.
    CHAPTER 5—ACTS BY OR ON BEHALF OF THE COMPANY
    EXERCISE OF COMPANY’S POWERS
  10. Division of powers between general meeting and board of directors.
  11. Delegation to committees and managing directors.

A 6 2020 No. 3 Companies and Allied Matters Act, 2020
LIABILITY FOR ACTS OF THE COMPANY

  1. Acts of the general meeting, board of directors, or of managing directors.
  2. Acts of officers or agents.
  3. When provision exempting, officer or other person from liability to the
    company is void.
  4. Abolition of constructive notice of registered documents.
  5. Presumptions of regularity.
  6. Liability of company not affected by fraud or forgery of officer.

COMPANY’S CONTRACTS

  1. Form of contract.
  2. Pre-incorporation contracts.
  3. Bills of exchange and promissory note.
  4. Common seal of the company.
  5. Official seal for use abroad.
  6. Power of Attorney.

AUTHENTICATION AND SERVICE OF DOCUMENTS

  1. Authentication of documents.
  2. Execution of deeds by company.
  3. Alternative to sealing.
  4. Service of documents on companies.

CHAPTER 6—MEMBERSHIP OF THE COMPANY

  1. Definition of member.
  2. Capacity to be a member.
  3. Right of member to attend meetings and vote.
  4. Impersonation of member.
  5. Register of members.
  6. Location of register.
  7. Index of members to be kept.
  8. Inspection of register and index.
  9. Consequences of agents’ default to keep register.
  10. Power to close register.
  11. Power of Court to rectify register.
  12. Register to be evidence.
  13. Liability of members.
  14. Liability for company debts where membership is below legal minimum.

DISCLOSURE OF PERSONS WITH SIGNIFICANT CONTROL

  1. Disclosure of capacity by shareholder.
  2. Obligation of disclosure by substantial shareholder in public company.
  3. Person ceasing to be a substantial shareholder to notify company.

Companies and Allied Matters Act, 2020 2020 No. 3 A 7

  1. Register of interests in shares.
  2. Registration of interests to be disclosed.
    CHAPTER 7—SHARE CAPITAL
  3. Minimum issued share capital.
  4. Alteration of share capital by consolidation, etc.
  5. Notice required where shares consolidated, etc.
  6. Increase of issued share capital and notice of increase.
  7. Increase of issued capital on increase of shares.
  8. Power for unlimited company to provide reserve share capital on re-
    registration.

REDUCTION OF SHARE CAPITAL

  1. Restriction on reduction of issued share capital.
  2. Special resolution for reduction of share capital.
  3. Application to Court for Order of Confirmation.
  4. Court order confirming reduction.
  5. Registration of order and minutes of reduction.
  6. Liability of members on reduced shares.
  7. Penalty for concealing name of creditor, etc.
    MISCELLANEOUS MATTERS RELATING TO CAPITAL
  8. Duty of directors on serious loss of capital.
    CHAPTER 8—SHARES AND NATURE OF SHARES
  9. Rights and liabilities attached to shares.
  10. Shares as transferable property.
  11. Prohibition of non-voting and weighted shares.
    ISSUE OF SHARES
  12. Power of companies to issue shares.
  13. Pre-emptive rights of existing shareholders.
  14. Issue of classes of shares.
  15. Issue with rights attached.
  16. Issue of shares at a premium.
  17. Issue of shares at a discount.
  18. Issue of redeemable preference shares.
  19. Validation of improperly issued shares.
    ALLOTMENT OF SHARES
  20. Authority to allot shares.
  21. Method of application and allotment.
  22. Allotment as acceptance of contract.

A 8 2020 No. 3 Companies and Allied Matters Act, 2020

  1. Payment on allotment.
  2. Effect of irregular allotment.
  3. Return as to allotment.
  4. Prohibition of payments of commissions, discounts out of shares and
    capital.
  5. Power to pay Commission in certain cases.
  6. Statement in balance sheet as to Commission.
    CALL ON AND PAYMENT FOR SHARES
  7. Call on shares.
  8. Reserve liability of company having share capital.
  9. Payment for shares.
  10. Meaning of payment in cash.
  11. Payment for shares of public companies other than in cash.
  12. Power to pay different amounts on shares.
  13. Lien on shares.
  14. Forfeiture of shares.
    CLASSES OF SHARES
  15. Power to vary rights.
  16. Application for cancellation of variation.
  17. Right of a preference share to more than one vote.
  18. Construction of class rights.
    NUMBERING OF SHARES
  19. Shares to be numbered.
    SHARES CERTIFICATES
  20. Issue of share certificates.
  21. Effect of share certificate.
  22. Probate, etc., as evidence of grant.
  23. Prohibition of bearer shares.
    TRANSFER AND TRANSMISSION
  24. Transfer of shares.
  25. Entry in register of transfers.
  26. Notice of refusal to register.
  27. Transfer by personal representative.
  28. Transmission of shares.
  29. Protection of beneficiaries.
  30. Certification of transfers.

Companies and Allied Matters Act, 2020 2020 No. 3 A 9
TRANSACTIONS BY COMPANY IN RESPECT OF ITS OWN SHARES

  1. Redemption of redeemable preference shares.
  2. Prohibition of financial assistance by company for acquisition of its
    shares.
  3. Acquisition by a company of its own shares.
  4. Payment for share buyback.
  5. Persons from who shares can be bought back.
  6. Limit on number of shares acquired.
  7. Enforceability of contract to acquire shares.
  8. Re-issue of shares acquired.
  9. Acquisition of shares of holding company.
    CHAPTER 9—DEBENTURES CREATION OF DEBENTURE AND DEBENTURE STOCK
  10. Power to borrow money, to charge property and to issue debentures.
  11. Documents of title to debentures or certificate of debenture stock.
  12. Statements to be included in debentures.
  13. Effect of statements in debentures.
  14. Enforcement of contracts relating to debentures.

TYPES OF DEBENTURES

  1. Perpetual debentures.
  2. Convertible debentures.
  3. Secured or unsecured debentures.
  4. Redeemable debentures.
  5. Power to re-issue redeemed debentures in certain cases.
  6. Rights of debenture holders.
  7. Meetings of debenture holders.
    FIXED AND FLOATING CHARGES
  8. Meaning of floating and fixed charges.
  9. Priority of fixed over floating charge.
  10. Powers of the court to appoint receiver or manager.
  11. Advertisement of appointment of receiver and manager.
  12. Preferential payment to debenture holders in certain cases.

DEBENTURE TRUST DEEDS

  1. Execution of debenture trust deed.
  2. Contents of debenture trust deed.
  3. Contents of debenture covered by trust deed.
  4. Trustees for debenture holders.
  5. Disqualification for appointment as trustee of debenture trust deed.
  6. Liability of trustees for debenture holders.
  7. 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

  1. Company to keep copies of instruments creating charges.
  2. Company’s register of charges.
  3. Inspection of register and copies of instrument.
  4. Register of debenture holders.
  5. Inspection of register of debentures, etc.
  6. Entry in register of transfer.
  7. Notice of refusal to register.
  8. Registration of charges created by companies.
  9. Register of particulars of charges.
  10. Duty of company to register charges.
  11. Duty of company acquiring property to register subsisting charges.
  12. Existing charges.
  13. Charges to secure fluctuating amounts.
  14. Endorsement of certificate of registration on debentures.
  15. Entries of satisfaction of charges
  16. Rectification of register.
  17. Registration of appointment order, etc.
    REALISATION OF SECURITY
  18. Realisation of debenture holder’s security.
  19. Remedies available to debenture holders.
  20. Application of certain sections.
    CHAPTER 10—MEETINGS AND PROCEEDINGS OF COMPANIES
  21. Statutory Meeting.
  22. Non-compliance and penalty.
    GENERAL MEETING
  23. Annual general meeting.
  24. Businesses transacted at annual general meeting.
    EXTRAORDINARY GENERAL MEETING
  25. Extraordinary general meeting.
  26. Place of meeting.
    NOTICE OF MEETING
  27. Length of notice for calling meetings.
  28. Contents of notice.
  29. Persons entitled to notice.
  30. Service of notice.
  31. Failure to give notice.
  32. Additional notice.
  33. Power of Court to order meetings.

Companies and Allied Matters Act, 2020 2020 No. 3 A 11
VOTING

  1. Procedure of voting.
  2. Right to demand poll.
  3. Voting on a poll.
  4. Right of attendance at general meeting.
  5. Attendance at meetings.
  6. Objections as to qualification to vote.
  7. Proxies.
  8. Corporation representation at meetings of companies, etc.
  9. Quorum.
  10. Disclosure of remuneration of managers.
  11. Resolutions.
  12. Written resolutions.
  13. Circulation of members’ resolutions.
  14. Resolutions requiring special notice.
  15. Registration and copies of certain resolutions.
  16. Effect of resolutions passed at adjourned meetings.
    MISCELLANEOUS MATTER RELATING TO MEETINGS AND PROCEEDING
  17. Adjournment.
  18. Powers and duties of the chairman of the general meeting.
  19. Minutes of proceedings and effect.
  20. Inspection of minute books and copies.
  21. Class meetings.

CHAPTER 11—DIRECTORS

269 Meaning of directors.

  1. Shadow director.

APPOINTMENT OF DIRECTORS

  1. Number of directors.
  2. Appointment of first directors.
  3. Subsequent appointments of directors.
  4. Casual vacancy.
  5. Independent directors in public companies.
  6. Liability of a person where not duly appointed.
  7. Share qualification of directors.
  8. Duty of directors to disclose age and multiple directorship to the
    company.
  9. Provisions as to insolvent persons acting as directors.
  10. Restraint of fraudulent persons.
  11. Appointment of director for life.
  12. Right to appoint a director at any age.

A 12 2020 No. 3 Companies and Allied Matters Act, 2020

  1. Disqualification for directorship.
  2. Vacation of office of director.
  3. Rotation of directors.
  4. Validity of acts of directors.
  5. Mode of voting on appointment of directors.

REMOVAL OF DIRECTORS

  1. Removal of directors.

PROCEEDINGS OF DIRECTORS

  1. Proceedings of directors.
  2. Quorum.
  3. Failure to have a quorum.
  4. Notice of meeting.

REMUNERATION AND OTHER PAYMENTS

  1. Remuneration of directors.
  2. Remuneration of a managing director.
  3. Prohibition of tax-free payments to directors.
  4. Prohibition of loans to directors in certain circumstances.
  5. Payment by company for loss of office to be approved.
  6. Payment to director for loss of office, etc., or transfer of property
    illegal.
  7. Directors to disclose payment for loss of office, etc., in certain cases.
  8. Provisions supplementary to sections 298 -299.
    DISCLOSURE OF DIRECTOR’S INTERESTS
  9. Register of directors’ shareholding, etc.
  10. General duty to give notice, etc.
  11. Disclosure by directors of interests in contracts.
  12. Particulars with respect to directors in trade catalogues, etc.
  13. Duties of directors.
  14. Conflicts of duties and interests.
  15. Multiple directorships.
  16. Duty of care and skill.
  17. Legal position of directors.

PROPERTY TRANSACTIONS BY DIRECTORS

  1. Substantial property transactions involving directors, controlling
    members, etc.
  2. Exceptions from section 310.
  3. Liabilities arising from contravention of section 310.
  4. Prohibition of secret benefits.

Companies and Allied Matters Act, 2020 2020 No. 3 A 13
MISCELLANEOUS MATTER RELATING TO DIRECTORS

  1. Directors with unlimited liability in respect of a limited company.
  2. Special resolution of limited company making liability of directors
    unlimited.
  3. Personal liability of directors and officers.
  4. Director’s contract of employment for more than five years.
  5. Register of directors.
  6. Particulars of directors to be registered.
  7. Register of directors’ residential addresses.
  8. Duty to notify the Commission of changes.
    PARTICULARS OF DIRECTORS TO BE REGISTERED
    AND NOTIFIED TO THE COMMISSION
  9. Power to make regulations on particulars of director.
    RESTRICTION ON USE OR DISCLOSURE OF DIRECTOR’S ADDRESSES
  10. Protected information.
  11. Restriction on use or disclosure of protection information by company.
  12. Protected information: restriction on use or disclosure by the
    Commission.
  13. Permitted use or disclosure by the Commission.
  14. Disclosure under Court order.
  15. Circumstances in which Commission may put address on the public
    record.
  16. Putting the address on the public record.
    CHAPTER 12—SECRETARIES
  17. Secretaries.
  18. Avoidance of acts done by a person as director and secretary.
  19. Qualification of a Secretary.
  20. Appointment and removal of a secretary.
  21. Fiduciary interests of a secretary.
  22. Duties of a secretary.
  23. Register of secretaries.
  24. Particulars of secretaries to be registered: individuals.
  25. Particulars of secretaries to be registered: corporate secretaries and
    firms.
  26. Duty to notify the Commission of changes.
  27. 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

  1. Only company may sue for wrong or ratify irregular conduct.
  2. Procedure for major asset transaction.
  3. Protection of minority: injunction and declaration in certain cases.
  4. Personal and representative action.
  5. Definition of member.
  6. Commencing derivative action.
  7. Powers of the court to make orders in derivative actions under
    section 346.
  8. Evidence of shareholders’ approval not decisive.
  9. Court’s approval to discontinue.
  10. No security for costs.
  11. Interim costs.
  12. Definition.

RELIEF ON THE GROUNDS OF UNFAIRLY PREJUDICIAL

AND OPPRESSIVE CONDUCT

  1. Application.
  2. Grounds upon which an application may be made.
  3. Powers of the court to make orders in petitions under sections 353
    and 354.
  4. Penalty for failure to comply with order of the court.
  5. Investigation of a company on its own application or that of its members.
  6. Other investigations of company.
  7. Inspectors’ powers during investigation.
  8. Production of documents and evidence to inspectors.
  9. Power of Inspector to call for directors’ bank accounts.
  10. Obstruction of Inspectors to be treated as contempt of Court.
  11. Inspector’s report.
  12. Power to bring civil proceedings on company’s behalf.
  13. Criminal proceedings and other proceedings by the Attorney-General
    of the Federation.
  14. Power of the Commission to present winding-up petition.
  15. Expenses of investigation.
  16. Inspectors’ report to be used as evidence in legal proceedings.
  17. Appointment of inspectors to investigate ownership of a company.
  18. Provisions applicable to investigation.
  19. Power to require information as to persons interested in shares, etc.
  20. Power to impose restrictions on shares, etc.
  21. 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

  1. Companies to keep accounting records.
  2. Place, duration and form of records.
  3. Penalties for non-compliance with sections 374 or 375.
  4. Directors’ duty to prepare annual accounts.
    FORM AND CONTENT OF COMPANY, INDIVIDUAL AND
    GROUP FINANCIAL STATEMENTS
  5. Form and content of individual financial statements.
  6. Group financial statements of holding company.
  7. Form and content of group financial statements.
  8. Meaning of “holding company”, “subsidiary” and “wholly-owned
    subsidiary.”
  9. Additional disclosure required in notes to financial statements.
  10. Disclosure of loans in favour of directors and connected persons.
  11. Disclosure of loans to officers of the company and statements of
    amounts outstanding.
    DIRECTORS’ REPORTS
  12. Directors’ report.
    PROCEDURE ON COMPLETION OF FINANCIAL STATEMENTS
  13. Signing of balance sheet and documents to be annexed thereto.
  14. Persons entitled to receive financial statements as of right.
  15. Directors’ duty to lay and deliver financial statements.
  16. Penalty for non-compliance with section 388.
  17. Default order in case of non-compliance.
  18. Penalty for laying or delivering defective financial statements.
  19. Shareholders’ right to obtain copies of financial statements.

MODIFIED FINANCIAL STATEMENTS

  1. Entitlement to deliver financial statements in modified form.
  2. Qualification of a small company.
  3. Companies qualifying as small: parent companies.
  4. Modified individual financial statements.
  5. Modified financial statements of holding company.
    PUBLICATION OF FINANCIAL STATEMENTS
  6. Publication by a company of full individual or group financial statements.
  7. Publication of abridged financial statements.

SUPPLEMENTARY

  1. Power to alter accounting requirements.

A 16 2020 No. 3 Companies and Allied Matters Act, 2020

CHAPTER 15—AUDIT

  1. Appointment of auditors.
  2. Exemption from audit requirement.
  3. Qualification of auditors.
  4. Auditors’ report and audit committee.
  5. Corporate responsibility for financial reports.
  6. Improper influence on conduct of audit.
  7. Auditors’ duties and powers.
  8. Remuneration of auditors.
  9. Removal of auditors.
  10. Auditors’ right to attend company’s meetings.
  11. Supplementary provisions relating to auditors.
  12. Resignation of auditors.
  13. Right of resigning auditor to requisition company meeting.
  14. Powers of auditors in relation to subsidiaries.
  15. Liability of auditors for negligence.
  16. False statements to auditors.

CHAPTER 16—ANNUAL RETURNS

  1. Annual return by company limited by shares or guarantee.
  2. Annual return by company having shares other than small company.
  3. Annual return by small company.
  4. Annual return by company limited by guarantee.
  5. Time for completion and delivery of annual return.
  6. Documents to be annexed to annual return.
  7. Certificate by private company and small company in annual return.
  8. Exception in certain cases of unlimited companies and small companies
    from requirements of section 422.
  9. Penalty for non-compliance with sections 417- 423.
  10. Declaration of dividends and payment of interim dividend.
  11. Distributable profits.
  12. Restriction on declaration and payment of dividends.
  13. Unclaimed dividends.
  14. Reserve and capitalisation.
  15. Employees’ shares and profit sharing.
  16. Right of the shareholders to sue for dividends.
  17. Liability for paying dividend out of capital.

CHAPTER 17—COMPANY VOLUNTARY ARRANGEMENTS

  1. Those who may propose an arrangement.
  2. Procedure where nominee is not the liquidator or administrator.
  3. Summoning of meetings.

Companies and Allied Matters Act, 2020 2020 No. 3 A 17
CONSIDERATION AND IMPLEMENTATION PROPOSAL

  1. Decisions of meetings.
  2. Approval of arrangement.
  3. Effect of approval.
  4. Challenge of decisions.
  5. A false representation, etc.
  6. Implementation of proposal.
    CHAPTER 18—ADMINISTRATION OF COMPANIES NATURE OF ADMINISTRATION
  7. Appointment of administrator.
  8. Purpose of administration.
  9. Standard of performance of administrator.
  10. Status of administrator.
  11. General restrictions on appointment of administrator.
    APPOINTMENT OF ADMINISTRATOR BY COURT
  12. Administration order.
  13. Conditions for making order.
  14. Application to Court for administration order.
  15. Powers of Court in administration application.
  16. Power to appoint by holder of floating charge.
  17. Restrictions on power to appoint.
  18. When not to appoint administrator.
  19. Notice of appointment.
  20. Commencement of appointment of administrator under section 450.
  21. Notification of appointment.
  22. Invalid appointment and indemnity.
    APPOINTMENT OF ADMINISTRATION BY COMPANY OR DIRECTORS OUT OF COURT
  23. Power to appoint by company or directors.
  24. Restrictions on power to appoint.
  25. Effect of moratorium on the appointment of administrator.
  26. Effect of non-disposal of winding-up petition on appointment of
    administrator.
  27. Notice of intention to appoint.
  28. Filing of notice of intention to appoint.
  29. Requirements of sections 463 and 464 to be complied with.
  30. Filing of notice of appointment.
  31. Offence in relation to section 464.
  32. Where person not entitled to notice of intention to appoint.
  33. Commencement of appointment under section 459.
  34. Notification of administrator of his appointment.
  35. Effect of administration order on appointment.

A 18 2020 No. 3 Companies and Allied Matters Act, 2020

ADMINISTRATION—SPECIAL CASES

  1. Application by holder of floating charge.
  2. Intervention by holder of floating charge.
  3. Application where company in liquidation.
  4. Administration application by liquidator.
  5. Effect of receivership based on appointment by a holder of a fixed
    charge.

EFFECT OF ADMINISTRATION

  1. Dismissal of pending winding-up petition.
  2. Vacation of office by receiver.
  3. Company in administration.
  4. Moratorium on other legal process.
    481 Where administration application or administration order not yet granted.
  5. Details to be stated on documents.
    PROCESS OF ADMINISTRATION
  6. Announcement of administrator’s appointment.
  7. Administrator to be provided with statement of affairs of company.
  8. Period within which to submit statement of affairs.
  9. Administrator’s proposals.
  10. Creditors’ meeting.
  11. Requirement for initial creditors’ meeting.
  12. Restrictions on summoning of initial creditors’ meeting.
  13. Business and result of initial creditors’ meeting.
  14. Revision of administrator’s proposal.
  15. Failure to obtain approval of administrator’s proposals.
  16. Further creditors’ meetings.
  17. Creditors’ Committee.
  18. Correspondence instead of creditors’ meeting.
    FUNCTIONS OF ADMINISTRATOR
  19. General powers.
  20. Additional powers of administrator.
  21. Power to remove or appoint director.
  22. Power to call meetings of members and creditors.
  23. Application for direction of Court.
  24. Management power not to be exercised without consent of
    administrator.
  25. Distribution.
  26. Payments likely to achieve purpose of administration.
  27. Custody and control of property.
  28. Management of affairs of company.

Companies and Allied Matters Act, 2020 2020 No. 3 A 19

  1. Administrator as agent of company.
  2. Charged property: floating charge.
  3. Charged property: non-floating charge.
  4. Hire-purchase property.
  5. Protection for secured or preferential creditor.
  6. Challenge to administrator’s conduct of company.
    CESSATION OF ADMINISTRATION
  7. Misfeasance.
  8. Automatic cessation of administration.
  9. When to make order under section 513 of this Act.
  10. Meaning of consent for purposes of section 513 (2) (b) of this Act.
  11. Form and extent of consent.
  12. Cessation of administration by Court on application of administrator.
  13. Termination of administration where objective is achieved.
  14. Cessation of administration by Court on application of creditors.
  15. Public interest winding-up.
  16. Moving from administration to creditors’ voluntary liquidation.
  17. Moving from administration to dissolution.
  18. Discharge of administration order on cessation of administration.
  19. Notice to the Commission on cessation of administration.
    REPLACEMENT OF ADMINISTRATOR
  20. Resignation of administrator.
  21. Removal of administrator from office.
  22. Administrator ceasing to be qualified.
  23. Supplying vacancy in office of administrator.
  24. Replacement of administrator appointed by Court order.
  25. Replacement of administrator appointed by holder of floating charge.
  26. Replacement of administrator appointed by company.
  27. Replacement of administrator appointed by directors.
  28. Replacement of administrator appointed by administration order.
  29. Substitution of administrator by a competing floating charge-holder.
  30. Substitution of administrator appointed by company or directors by
    creditors’ meeting.
  31. Discharge from liability on vacation of office.
  32. Charges and liabilities on vacation of office.

GENERAL

  1. Joint and concurrent administrators.
  2. Joint administrators.
  3. Concurrent administrators.
  4. Joint and concurrent administrators acting with administrator of
    company.

A 20 2020 No. 3 Companies and Allied Matters Act, 2020

  1. Presumption of validity.
  2. Majority decision of directors.
  3. Penalties.
  4. Extension of time limit.
  5. Variation of time.
  6. Period extended under section 545 or 546.
  7. Amendment of provision about time.
  8. Interpretation of this Chapter.
    CHAPTER 19—RECEIVERS AND MANAGERS, APPOINTMENT OF

RECEIVERS AND MANAGERS

  1. Disqualification for appointment as a receiver or manager.
  2. Power of the court to appoint official receiver for debenture holders
    and other creditors.
  3. Appointment of receivers and managers by the Court.
  4. Receivers and managers appointed out of Court.
  5. Power of a receiver or manager appointed out of Court to apply to the
    Court for directions.
  6. Notification to the Commission that a receiver or manager has been
    appointed.
    DUTIES, POWERS AND LIABILITIES OF RECEIVERS AND MANAGERS
  7. Duties and powers of receivers and managers.
  8. Liabilities of receivers and managers on contracts.
  9. Power of the Court to fix remuneration on application of liquidator.

PROCEDURE AFTER APPOINTMENT

  1. Information where receiver or manager appointed in respect of a
    floating charge.
  2. Special provisions as to statement submitted to receiver.
    ACCOUNTS BY RECEIVER OR MANAGER
  3. Delivery to Commission of accounts of receivers and managers.

DUTY AS TO RETURNS

  1. Enforcement of duty of receivers and managers to make returns, etc.

CONSTRUCTION OF REFERENCES

  1. Construction of references to receivers and managers.
    CHAPTER 20—WINDING-UP OF COMPANIES MODES OF WINDING-UP
  2. Modes of winding-up.

Companies and Allied Matters Act, 2020 2020 No. 3 A 21

CONTRIBUTORIES

  1. Liability as contributories of present and past members.
  2. Definition of contributory.
  3. Nature of liability of contributory.
  4. Contributories in case of death of member.
  5. Contributories in case of bankruptcy of member.
    CHAPTER 21—WINDING-UP BY THE COURT JURISDICTION
  6. Jurisdiction as to winding-up.

CASES IN WHICH COMPANY MAY BE WOUND-UP

  1. Circumstances in which companies may be wound up by Court.
  2. Definition of inability to pay debts.

PETITION FOR WINDING-UP AND ITS EFFECTS

  1. Provisions as to application for winding-up.
  2. Powers of Court on hearing petition.
  3. Power to stay or restrain proceedings against company.
  4. Avoidance of dispositions of property after commencement of
    winding-up.
  5. Avoidance of attachments.

COMMENCEMENT OF WINDING-UP

  1. Commencement of a winding-up by the Court.
    CONSEQUENCES OF WINDING-UP ORDER
  2. Copy of order to be forwarded to Commission.
  3. Actions stayed on winding-up order.
  4. Effect of winding-up order.
    OFFICIAL RECEIVERS
  5. Definition of official receiver.
  6. Statement of company’s affairs to be submitted to official receiver.
  7. Report by official receiver.
    LIQUIDATORS
  8. Appointment, remuneration and title of liquidators.
  9. Custody of company’s property.
  10. Vesting of property of company in liquidator.
  11. Powers of liquidator.
  12. Liquidator to give information, to official receiver.
  13. Exercise and control of liquidator’s powers.
  14. Payments by liquidator into companies’ liquidation account.
  15. Audit of liquidator’s account.

A 22 2020 No. 3 Companies and Allied Matters Act, 2020

  1. Books to be kept by liquidator.
  2. Release of liquidator.
  3. Control over liquidators.

COMMITTEE OF INSPECTION, SPECIAL MANAGER

  1. Power to appoint committee of inspection after meeting of creditors
    and others.
  2. Powers, etc. of committee of inspection.
  3. Powers where no committee of inspection is appointed.
  4. Power to appoint special manager.
  5. Official receiver as receiver for debenture holders.
    GENERAL POWERS OF COURT IN THE CASE OF WINDING-UP BY COURT
  6. Power to stay winding-up.
  7. Settlement of list of contributories and application of assets.
  8. Delivery of property to liquidator.
  9. Payments by contributory to company and set-off allowance.
  10. Power of Court to make calls.
  11. Power to order payment into companies’ liquidation account.
  12. Order on contributory to be conclusive evidence.
  13. Power to exclude creditors not proving in time.
  14. Adjustment of rights of contributors.
  15. Inspection of books by creditors and contributories.
  16. Power to order costs of winding-up to be paid out of assets.
  17. Power to summon persons suspected of having property of company,
    etc.
  18. Power to order public examination of promoters, etc.
  19. Power to arrest absconding contributory.
  20. Powers of Court cumulative.
  21. Delegation to liquidator of certain powers of Court.
  22. Dissolution of company.

ENFORCEMENT OF AND APPEALS FROM ORDERS

  1. Power to enforce orders.
  2. Appeals from orders.
    CHAPTER 22—VOLUNTARY WINDING-UP RESOLUTIONS FOR
    AND COMMENCEMENT OF VOLUNTARY WINDING-UP
  3. Circumstances in which company may be wound-up voluntarily.
  4. Notice of resolution to wind-up voluntarily.
  5. Commencement of voluntary winding-up.
  6. Effect of voluntary winding-up on business, etc., of company.
  7. 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

  1. Power to order winding-up subject to supervision.
  2. Effect of petition for winding-up subject to supervision.
  3. Application of sections 576 and 577.
  4. Power of Court to appoint and remove liquidators.
  5. 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

  1. Liquidator to give notice of appointment.
  2. Debts of all descriptions may be proved.
  3. Application of bankruptcy rules in certain cases.
  4. Preferential payments.
    EFFECT OF WINDING-UP AND ADMINISTRATION ON ANTECEDENT

AND OTHER TRANSACTIONS

  1. Fraudulent preference.
  2. Transactions at an undervalue.
  3. Liabilities and rights of certain fraudulently preferred persons.
  4. Avoidance of attachments, on winding-up subject to supervision of the
    Court.
  5. Effect of floating charge.
  6. Disclaimer of onerous property.
  7. Persons injured.
  8. Supplies of gas, water, electricity, etc.
  9. Restriction of rights of creditor as to execution, etc., on winding- up of
    company.
  10. Duty of sheriff as to goods taken in execution.
    OFFENCES ANTECEDENT TO OR IN COURSE OF WINDING-UP
  11. Offences by officers of company in liquidation.
  12. Falsification of books.
  13. Frauds by officers of companies in liquidation.
  14. Liability where proper accounts not kept.
  15. Responsibility for fraudulent trading.
  16. Wrongful trading.
  17. Power of Court to assess damages against delinquent directors.
    PROSECUTION OF DELINQUENT OFFICERS AND MEMEBRS OF A COMPANY
  18. Prosecution of delinquent officers and members of a company.
    SUPPLEMENTARY PROVISIONS AS TO WINDING-UP
  19. Disqualifications for appointment as liquidator.
  20. Corrupt inducement affecting appointment as liquidator.
  21. Enforcement of duty of liquidator to make returns.
  22. Notification that a company is in liquidation.
  23. Exemption from stamp duty.
  24. Books of company to be evidence.
  25. Disposal of books and other papers of company.
  26. Information as to pending liquidations and disposal of unclaimed assets.
  27. Resolutions passed at adjourned meetings of creditors.
  28. Power to make over assets to employees.
    SUPPLEMENTARY POWERS OF COURT

Companies and Allied Matters Act, 2020 2020 No. 3 A 25

  1. Meetings to ascertain wishes of creditors and others.
  2. Judicial notice of signatures of officers of Court.
  3. Judicial notice of signatures of certain government officials.
  4. Special commissioners for receiving evidence.
  5. Affidavits in Nigeria and elsewhere.
    PROVISIONS AS TO DISSOLUTION
  6. Power of Court to void dissolution of company.
  7. Power of Commission to strike off defunct company.
  8. Property of dissolved company to be declared as bona vacantia.

CENTRAL ACCOUNTS

  1. Companies liquidation account defined.
  2. Investment of surplus funds in government securities.
  3. Separate accounts of particular estates.
    RETURNS BY OFFICERS OF COURT
  4. Returns by officers in winding-up.

ACCOUNT TO BE PREPARED ANNUALLY

  1. Annual accounts of company winding-up and disposal.
    CHAPTER 25—WINDING-UP OF UNREGISTERED COMPANIES
  2. Winding-up of unregistered company.
  3. Contributories in winding-up unregistered company.
  4. Power of Court to stay or restrain proceedings.
  5. Action stayed on winding-up order.
  6. Provisions of this Part to be cumulative.

CHAPTER 26—MISCELLANEOUS PROVISIONS APPLYING
TO COMPANIES WHICH ARE INSOLVENT

  1. Acting as insolvency practitioner.
  2. Qualification of insolvency practitioner.
  3. Recognition of professional body by the Commission.
  4. Application for authorisation to act as insolvency practitioner.
  5. Commission to notify the party of the refusal or withdrawal of
    authorisation.
  6. Review of Commission’s decision.

CHAPTER 27—ARRANGEMENTS AND COMPROMISE

  1. Definition of arrangement.
  2. Arrangement or compromise between two or more companies.
  3. Provisions applicable to schemes or contacts involving transfer of shares
    in a company.
  4. Provisions applicable to dissenting shareholders.

A 26 2020 No. 3 Companies and Allied Matters Act, 2020

  1. Arrangement on sale of company’s property during members’ voluntary
    winding-up.
  2. Power to compromise with creditors and members.
  3. Information as to compromise with creditors and members.
  4. Moratorium on creditors voluntary winding-up in a scheme of
    arrangement.
    CHAPTER 28—NETTING
  5. Definition of applicable concepts.
  6. Powers of a financial regulatory authority.
  7. Enforceability of a qualified financial contract.
  8. Enforceability of netting agreements.
    CHAPTER 29—MISCELLANEOUS AND SUPPLEMENTAL APPLICATION OF THIS PART
  9. Application of this Part.
  10. Act to override memorandum, articles.
  11. Application of Act to companies registered under former enactments.
  12. Application of Act to companies registered but not formed.
  13. Application of Act to unlimited companies registered under former
    enactments.
  14. Restricted in this Schedule application of Act to unregistered companies.

ADMINISTRATION

  1. Registered and head office of company.
  2. Publication of name by company.
  3. Fees.
  4. Form of register.
  5. Rules of Court for winding-up of companies.
  6. Certain companies to publish statement in prescribed form.

LEGAL PROCEEDINGS, ETC.

  1. Prosecution of offences.
  2. Production of documents where offences suspected.
  3. Costs in actions by certain limited companies.
  4. Saving for privileged communications.
  5. Power of Court to grant relief in certain cases.
  6. Penalty for improper use of certain words.
  7. Extended effect of penalty for offence of fraudulent trading.
  8. Application of fines.
  9. Application by the Commission to the Court for directions.

Companies and Allied Matters Act, 2020 2020 No. 3 A 27

MISCELLANEOUS

  1. Alteration and application of Schedules, tables and forms.
  2. Enforcement of duty of company to make returns to Commission.
  3. 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
  4. Limited liability partnership to be body corporate.
  5. Partners.
  6. Minimum number of partners.
  7. Designated partner.
  8. Liabilities of designated partners.
  9. Changes in designated partners.
  10. Penalty for contravention of sections 749-751.
    CHAPTER 2—INCORPORATION OF LIMITED LIABILITY PARTNERSHIP

AND INCIDENTAL MATTERS

  1. Incorporation documents.
  2. Incorporation by registration.
  3. Registered office of limited liability partnership and change therein.
  4. Effect of registration.
  5. Name.
  6. Reservation of name and change of name.
  7. Penalty for improper use of words, limited liability partnership or LLP.
  8. Publication of name and limited liability. .

CHAPTER 3—PARTNERS AND THEIR RELATIONS

  1. Eligibility to be partners.
  2. Relationship of the partners.
  3. Cessation of partnership interest.
  4. Registration of changes in partners.
    CHAPTER 4—EXTENT AND LIMITATION OF LIABILITY OF LIMITED

LIABILITY PARTNERSHIP AND PARTNERS

  1. Partner as agent.
  2. Extent of liability of limited liability partnership.
  3. Extent of liability of partner.
  4. Holding out.
  5. Unlimited liability in case of fraud.
    CHAPTER 5—CONTRIBUTIONS
  6. Form of contribution.
  7. Obligation to contribute.

A 28 2020 No. 3 Companies and Allied Matters Act, 2020
CHAPTER 6—FINANCIAL DISCLOSURES

  1. Maintenance of books of accounts, other records and audit.
  2. Annual return.
    CHAPTER 7—ASSIGNMENT AND TRANSFER OF PARTNERSHIP RIGHTS
  3. Partner’s transferable interest.

CHAPTER 8—INVESTIGATION

  1. Investigation of the affairs of limited liability partnership.
  2. Application by partners for investigation.
  3. Firm, body corporate or association not to be appointed as inspector.
  4. Power of inspectors to carry out investigation into affairs of related
    entities, etc.
  5. Production of documents and evidence.
  6. Seizure of documents by inspector.
  7. Inspector’s report.
  8. Power to bring civil proceedings on limited liability partnership’s behalf.
  9. Criminal proceedings and other proceedings by the Attorney-General
    of the Federation.
  10. Power of the Commission to present winding-up petition.
  11. Expenses of investigation.
  12. Application for winding-up of limited liability partnership.
  13. Inspector’s report to be evidence.

CHAPTER 9—FOREIGN LIMITED LIABILITY PARTNERSHIP

  1. Foreign limited liability partnerships.

CHAPTER 10—WINDING-UP AND DISSOLUTION

  1. Winding-up and dissolution.
  2. Circumstances in which limited liability partnership may be wound up
    by Court.

CHAPTER 11—MISCELLANEOUS

  1. 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

  1. Constitution of limited partnerships.
  2. 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

  1. Limited partnership to be registered.
  2. Application for registration.
  3. Certificate of registration.
  4. Registration of changes in partnership.
  5. Notice of change in status of general partner or assignment of share
    of limited partner.
  6. Name of limited partnership.
  7. Reservation of name and change of name of limited partnership.
  8. Penalty for improper use of words “limited partnership” or “LP”.
  9. Commission to keep register.
  10. Modification of general law in case of limited partnerships.
  11. Application of Part C.
  12. Law as to private partnerships to apply where not excluded by this
    Act.
  13. Inspection, etc. of documents.
  14. 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

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

CHAPTER 2—REGISTRATION OF BUSINESS NAMES

  1. Registration of business names.
  2. Procedure for registration.
  3. Entry of business name in the register.
  4. Certificate of registration.
  5. Registration of changes.
    CHAPTER 3 — REMOVAL OF BUSINESS NAME FROM REGISTER
  6. Removal of name from register.

CHAPTER 4—MISCELLANEOUS AND SUPPLEMENTAL

  1. Publication of true name.
  2. Liability of person in default.
  3. Annual returns.

A 30 2020 No. 3 Companies and Allied Matters Act, 2020

PART F : INCORPORATED TRUSTEES
CHAPTER 1—INCORPORATED TRUSTEES

  1. Incorporation of trustees of certain communities, bodies and
    associations.
  2. Classification of associations.
  3. Method of application.
  4. Qualification of trustees.
  5. Constitution.
  6. Advertisement and objections.
  7. Registration and certificate.
  8. Effect of registration and certificate.
  9. Related associations.

CHAPTER 2—CHANGES IN REGISTERED PARTICULARS
OF INCORPORATED TRUSTEES

  1. Change of name or object.
  2. Alteration of provisions of the constitution.
  3. Replacement and appointment of additional trustees.
  4. Changes in contravention of certain provisions of this Part of this Act.
    CHAPTER 3—COUNCIL, POWERS, INCOME AND PROPERTY
  5. Council or governing body.
  6. Exercise of powers of trustee.
  7. Application of income and property.
    CHAPTER 4—SUSPENSION OF TRUSTEES, APPOINTMENT OF

INTERIM MANAGERS, ETC.

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

CHAPTER 5—COMMON SEAL AND CONTRACT

  1. Common seal.
  2. Contract of corporate body.
    CHAPTER 6—ACCOUNTS AND ANNUAL RETURNS POWER TO DIRECT

TRANSFER OF CREDIT IN DORMANT BANK

  1. Accounts of dissolved incorporated trustees.
  2. Accounts which cease to be dormant before transfer.
  3. Dormant bank accounts : supplementary.
  4. Bi-annual statement of affairs.
  5. Accounting records and statement of accounts.
  6. Preservation of accounting records.
  7. Annual returns.

Companies and Allied Matters Act, 2020 2020 No. 3 A 31
CHAPTER 7—MERGER AND DISSOLUTION

  1. Merger of associations.
  2. Dissolution of a corporate body formed under this Act.

PART G : GENERAL

CHAPTER 1—ESTABLISHMENT, ETC. OF ADMINISTRATIVE

PROCEEDINGS COMMITTEE

  1. Establishment, etc. of administrative proceedings committee.
  2. Prohibited and restricted names.
  3. Duty to seek comments of government department or other body.
  4. Permitted characters.
  5. Misleading information, etc.
  6. Misleading indication of activities.
  7. Objection to the registered name of a company, limited liability
    partnership, limited partnership, business name or incorporated trustees.
  8. Decision of administrative proceedings committee to be made available
    to the public.
    CHAPTER 2—MISCELLANEOUS AND SUPPLEMENTAL
  9. Resubmission of lost or destroyed registered documents.
  10. Electronic documents.
  11. Preservation of documents and inspection.
  12. Penalty for false statements or information.
  13. Penalty for carrying on business without registration.
  14. Retention of records archived in soft copies.
  15. Access to premises, etc.
  16. Power to compound offences.
  17. Regulations.
  18. Interpretation.
  19. Repeal and savings.Citation.
  20. Citation.
    SCHEDULES

A 32 2020 No. 3 Companies and Allied Matters Act, 2020

Companies and Allied Matters Act, 2020 2020 No. 3 A 33

Commence-
ment.

Establishment
of the
Corporate
Affairs
Commission.

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

PART A—CORPORATE AFFAIRS COMMISSION

1.—(1) There is established the Corporate Affairs Commission (in this
Act referred to as “the Commission”).
(2) The Commission—
(a) is a body corporate with perpetual succession and a common seal ;
(b) may sue and be sued in its corporate name ; and
(c) may acquire, hold or dispose of any property, movable or immovable,
for the purpose of performing its functions.
(3) The headquarter of the Commission shall be in the Federal Capital
Territory, Abuja, and there shall be established an office of the Commission in
each State of the Federation.
2.—(1) There is established for the Commission, a Governing Board (in
this Act referred to as “the Board”) which shall be responsible for performing
the functions of the Commission.
(2) The 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,

Establishment
of Governing
Board of the
Commission.

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

Tenure of
office and
vacancy on
the Board.

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.

  1. The Board shall—
    (a) review and provide general policy guidelines for performing of the
    functions of the Commission in accordance with international commercial
    best practice ;
    (b) have general oversight on the administration of the Commission ;
    (c) review and approve the strategic plans of the Commission ;
    (d) receive and consider management reports and advise the 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.
  2. Members of the Board appointed under section 2 (2) (a)-(b) shall be
    paid such remuneration and allowances as the Minister may, from time to
    time, direct.
    6.—(1) Subject to this section and section 27 of the Interpretation Act,
    the Board may make standing orders regulating its proceedings.
    (2) The Chairman shall preside at every meeting of the Board but, in his
    absence, the members present shall elect one of them present to preside at
    the meeting.

Functions of
the Board.

Remuneration
and
allowances
of members.
Proceedings
of the Board.
Cap. I 23,
LFN,2004.

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.
7.—(1) A member of the Board who is directly interested in any company
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.
8.—(1) The functions of the Commission shall be to—
(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.

Disclosure
of interest.

Functions of
the
Commission.

Companies and Allied Matters Act, 2020 2020 No. 3 A 37
(2) Nothing in this section affects the powers, duties or jurisdiction of
the Securities and Exchange Commission under the Investments and Securities
Act (or any amendment thereto or re-enactment thereof).
9.—(1) The Commission shall appoint a Registrar-General who—
(a) is qualified to practice as a legal practitioner in Nigeria ;
(b) has been so qualified for at least 10 years ; and
(c) in 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.

  1. The Commission may appoint such other staff as it may deem
    necessary for the efficient performance of the functions of the Commission
    under this Act.
  2. Notwithstanding the provisions of any enactment to the contrary, a
    person appointed to the office of Registrar-General under section 9 of this
    Act or a person appointed under section 10 of this Act who is a legal practitioner
    shall, 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

purpose of the Pensions Reform Act (or any amendment thereto or re-
enactment thereof) and accordingly, officers and other persons employed in

the Commission are, in respect of their service in the Commission entitled to
pensions, gratuities and other retirement benefits as determined in the
Commission’s conditions of service.
(2) Nothing in this Act shall prevent the appointment of a person to any
office on terms in the Commission which preclude the grant of pension
contributions or gratuity.

Appointment

of Registrar-
General.

Appointment
of staff.

Right to
appear in
Court.

Service in
the
Commission
to be
pensionable.
Act No. 4,
2014.
Cap. I24,
LFN, 2004.

A 38 2020 No. 3 Companies and Allied Matters Act, 2020

  1. The Commission shall establish a fund (in this Act referred to as
    “the Fund”) which shall consist of —
    (a) money as may be allocated to it by the Federal Government ; and
    (b) such other money as may accrue to it in the performance of its
    functions.
  2. The Commission may apply the proceeds of the Fund—
    (a) to the cost of administration of the Commission ;
    (b) for re-imbursing members of the Board or any Committee set up by
    the Board for such 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.
    15.—(1) The financial year of the Commission starts on the 1st day of
    January and end on the 31st day of December of the same year or any time as
    may be prescribed by Financial Regulations issued by the Federal Government
    of Nigeria.
    (2) The Commission shall keep proper accounts and records in relation
    thereto and shall prepare in respect of each year a statement of accounts in
    such form as may be prescribed by the Financial Reporting Council of Nigeria.
    (3) The accounts of the Commission shall be audited, not later than six
    months after the end of the year, by auditors appointed by the Commission
    from the list and in accordance with guidelines issued by the Auditor-General
    for the Federation, and the fees of the auditors and the expenses of the audit
    generally shall be paid from the funds of the Commission.
    (4) The Commission shall, not later than 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.
  3. The Commission shall, not later than 30th June in each year, submit
    to the Minister a report on the activities of the Commission during the
    immediate preceding year, in such form as may be prescribed by the Minister
    and shall include in such report the audited accounts of the Commission.

Fund of the
Commission.

Expenditure
of the
Commission.

Annual
accounts,
audit and
estimates.

Annual
report.

Companies and Allied Matters Act, 2020 2020 No. 3 A 39
17.—(1) A suit shall not be commenced against the Commission before
the expiration of 30 days after a written notice of intention to commence the
suit is served upon the Commission by the intending plaintiff or his agent.
(2) The notice referred to in subsection (1) shall clearly state the—
(a) cause of action ;
(b) particulars of the claim ;
(c) name and place of abode of the intending plaintiff ; and
(d) relief sought.
PART B—INCORPORATION OF COMPANIES AND INCIDENTAL MATTERS

CHAPTER 1—FORMATION OF COMPANY

18.—(1) As from the commencement of this Act, any two or more
persons may form and incorporate a company by complying with the
requirements of this Act in respect of registration of the company.
(2) Notwithstanding subsection (1), one person may form and incorporate
a private company by complying with the requirements of this Act in respect
of private companies.
(3) A company may not be formed or incorporated for an unlawful
purpose.
19.—(1) No association, or partnership consisting of more than 20 persons
shall be formed for the purpose of carrying on any business for profit or gain
by the association, or partnership, or by the individual members thereof, unless
it is registered as a company under this Act, or is formed in pursuance of
some other enactments in force in Nigeria.
(2) Nothing in this section shall apply to—
(a) any co-operative society 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.

Pre-action
notice and
restriction
on levy of
execution.

Right to
form a
company.

Association
and
partnership
of more than
20 members
when
permitted.

A 40 2020 No. 3 Companies and Allied Matters Act, 2020
20.—(1) Subject to subsection (2), an individual shall not join in the
formation of a company under this Act if he is—
(a) less than 18 years of age ;
(b) of unsound mind and has been so found by a court in Nigeria or
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.
21.—(1) An incorporated company may be a company—
(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.
22.—(1) Private company is one which is stated in its memorandum of
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

Capacity of
individual to
form
company.

Types of
companies.

Private
company.

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
with any of the provisions of section 22 of this Act in respect of a private
company, the company shall cease to be entitled to the privileges and
exemptions conferred on private companies by or under this Act and this Act
shall apply to the company as if it were not a private company.
(2) If a Court, on the application of the company or any other person
interested, is satisfied that the failure to comply with the provisions of section
22 of this Act was accidental or due to inadvertence or to some other sufficient
cause or that on other grounds it is just and equitable to grant relief, the court
may, on such terms and conditions as may seem to be just and expedient,
order that the company be relieved from the consequences mentioned in
subsection (1).

  1. Any company other than a private company shall be a public company
    and its memorandum of association shall state that it is a public company.
  2. An unlimited company shall be registered with a share capital not
    below the minimum issued share capital permitted under section 27 (2) (a) of
    this Act.
    26.—(1) Where a company is to be formed for the promotion of
    commerce, art, science, religion, sports, culture, education, research, charity
    or other similar objects, and the income and property of the 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

Consequences
of default in
complying
with
conditions
constituting
a private
company.

Public
company.
Unlimited
company.
Company
limited by
guarantee.

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

27.—(1) The memorandum of association of every company shall state—
(a) the name of the company ;
(b) that the registered office of the company shall be situated in
Nigeria ;
(c) the nature of the business or businesses which the company is
authorised to carry on, or, if the company is not formed for the purpose of
carrying on business, the nature of the object or 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

Requirements
with respect
to the
memorandum
of a
company.

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

  1. Subject to the provisions of section 27 of this Act, the form of
    memorandum of association of—
    (a) a company limited by shares,
    (b) a company limited by guarantee, and
    (c) an unlimited company,
    shall be in such form as may be prescribed by regulations issued by the
    Commission.
    29.—(1) The name of a private company limited by shares shall end
    with the word, “Limited”.
    (2) The name of a public company limited by shares shall end with the
    words, “Public Limited Company”.
    (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
    registration or on its registration by a new name, is registered under a name
    identical with that by which a company in existence is previously registered, or
    nearly resembling it to be likely to deceive, the first-mentioned company may,
    with the approval of the Commission, change its name, and if the Commission
    directs, the company concerned shall 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.

Form of
memorandum
of
association.

Name as
stated in the
memorandum
of
association.

Change of
name of
company.

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

Reservation
of name.

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 the power to approve the name for use
by another company after 60 days from the date of approval of such change
of name.
(5) The Commission may withdraw or cancel approval for reservation
of name where it is discovered that the approval was fraudulently, unlawfully
or improperly procured.
32.—(1) A company shall have articles of association prescribing
regulations for the company.
(2) Unless it is a company to which model articles apply by virtue of
section 34 it shall register articles of association.
(3) Articles of association registered by a company shall be—
(a) contained in a single document, and
(b) divided into paragraphs numbered consecutively.
(4) Reference in this Act to a company’s “articles” are to its articles of
association.
33.—(1) The Minister may by regulations prescribe model articles of
association for companies.
(2) Different model articles may be prescribed for different descriptions
of companies.
(3) A company may adopt all or any of the provisions of model articles.
(4) Any amendment of model articles by regulations does not affect a
company registered before the amendment takes effect.
(5) In this section, “amendment” includes addition, alteration or repeal.
34.—(1) On the formation of a limited company if articles are—
(a) not registered ; or
(b) registered, in so far as they do not exclude or modify the relevant
model articles, the relevant model articles form part of the company’s
articles in the same manner and to the same extent as if those articles
expressly included the relevant model articles in the form in which those
articles had been duly registered.
(2) In this section, the “relevant model articles” means the model articles
prescribed by the Commission for a company of that description as in effect
at the date on which the company is registered.

Articles of
association.

Power of
Minister to
prescribe
model
articles.

Default
application
of model
articles.

A 48 2020 No. 3 Companies and Allied Matters Act, 2020
35.—(1) Unless a company’s articles specifically restrict the objects of
the company, its objects are unrestricted.
(2) Where a company amends its articles to add, remove or alter a
statement of the company’s objects—
(a) it shall give notice to the Commission ;
(b) on receipt of the notice, the Commission shall register it ; and
(c) the amendment is not effective until after the entry of that notice in
the register.
(3) Any such amendment does not affect any right or obligation of the
company or render defective any legal proceeding by or against it.

REGISTRATION OF COMPANIES

36.—(1) The memorandum of association shall be delivered to the
Commission together with an application for registration of the company, the
documents required by this section and a statement of compliance.
(2) The application for registration shall state—
(a) the company’s proposed name ;
(b) the registered office address and head office address if different
from the registered office address ;
(c) whether the liability of the members of the company is to be limited
and, if so, whether it is to be limited by shares or by guarantee ; and
(d) whether the company is to be a private or a public company.
(3) If the application is delivered by a person as agent for the subscribers to
the memorandum of association, it shall state the name and address of that agent.
(4) The application shall contain—
(a) in the case of a company that has a share capital, a statement of
initial issued share capital and initial shareholdings ;
(b) in the case of a company that is limited by guarantee, a statement of
guarantee ;
(c) a statement of the company’s proposed directors ;
(d) a statement of the proposed registered office of the company ; and
(e) a copy of the proposed articles of association to the extent that these
are not supplied by the default application of model articles.
37.—(1) The statement of initial issued share capital and initial
shareholdings required to be delivered in the case of a company that has a
share capital shall state—
(a) the total number of shares of the company to be taken on formation
by the subscribers to the memorandum of association ;

Registration
documents.

Statement of
capital and
initial
shareholdings.
Statement of
company’s
objects.

Companies and Allied Matters Act, 2020 2020 No. 3 A 49
(b) the aggregate nominal value of those shares ;
(c) for each class of shares—
(i) prescribed particulars of the rights attached to the shares,
(ii) the total number of issued shares of that class, and
(iii) the aggregate nominal value of issued shares of that class ; and
(d) the amount to be paid up and the amount (if any) to be unpaid on
each share (whether on account of the nominal value of the share or by
way of premium).
(2) The statement of initial issued share capital and initial shareholdings
shall—
(a) contain such information as may be prescribed for the purpose of
identifying the subscribers to the memorandum of association ; and
(b) with respect to each subscriber to the memorandum—
(i) the number, nominal value (of each share) and class of shares to
be taken by him on formation, and
(ii) the amount to be paid up and the amount (if any) to be unpaid on
each share (whether on account of the nominal value of the share or by
way of premium).
(3) Where a subscriber to the memorandum is to take shares of more
than one class, the information required under subsection (2) (b) is required
for each class.
(4) The total fees payable to the Commission in connection with the
filing or increase of a company’s issued share capital under this Part of this
Act shall be as the Minister may by regulation specify.
38.—(1) The statement of guarantee required to be delivered in the
case of a company that is limited by guarantee shall—
(a) contain such information as may be prescribed for the purpose of
identifying the subscribers to the memorandum of association ; and
(b) that each member undertakes that, if the company is wound up
while he is a member, or within one year after he ceases to be a member,
he shall contribute to the assets of the company such amount as may be
required for—
(i) payment of the debts and liabilities of the company contracted
before he ceases to be a member, payment of the costs, charges and
expenses of winding-up, and
(ii) adjustment of the rights of the contributories among themselves,
not exceeding a specified amount.

Statement of
guarantee.

A 50 2020 No. 3 Companies and Allied Matters Act, 2020
39.—(1) The statement of the company’s proposed directors required
to be delivered to the Commission shall contain the required particulars of—
(a) the person who is, or persons who are, to be the first director or
directors of the company ; and
(b) where applicable, the person who is, or persons who are, to be the
first secretary or joint secretaries of the company.
(2) The required particulars are the particulars that are required to be
stated in the case of a—
(a) director, in the company’s register of directors and register of directors’
residential addresses ; and
(b) secretary, in the company’s register of secretaries.
(3) The statement shall also contain a consent by each of the persons
named as a director, as secretary or one of joint secretaries, to act in the
relevant capacity but if all the partners in a firm are to be joint secretaries,
consent may be given by one partner on behalf of all of them.
40.—(1) The statement of compliance required to be delivered to the
Commission is a statement by the applicant or his agent that the requirements
of this Act as to registration have been complied with.
(2) The Commission may accept the statement of compliance as sufficient
evidence of compliance.
(3) Nothing in this section prevents the Commission from accepting
declaration of compliance which is signed by a legal practitioner and attested
before the commissioner for oaths or notary public.
41.—(1) The Commission shall register the memorandum and articles
unless in its opinion—
(a) they do not comply with the provisions of this Act ;
(b) the business which the company is to carry on, or the objects for
which it is formed, or any of them, are illegal ;
(c) any of the subscribers to the memorandum is incompetent or
disqualified in accordance with section 20 of this Act ;
(d) there is non-compliance with the requirement of any other law as to
registration and incorporation of a company ; or
(e) the proposed name conflicts with or is likely to conflict with an existing
company, trade mark or business name registered in Nigeria.
(2) Any person aggrieved by the decision of the Commission under
subsection (1), may give notice to the Commission requiring it to apply to the
Court for directions and the Commission shall, within 21 days of the receipt of
such notice, apply to the court for the directions.

Statement of
proposed
Directors.

Statement of
compliance.

Registration.

Companies and Allied Matters Act, 2020 2020 No. 3 A 51
(3) The Commission may, in order to satisfy itself as provided in subsection
(1) (c), by instrument in writing, require a person subscribing to the memorandum
to make and lodge with the Commission, a statutory declaration to the effect
that he is not disqualified under section 20 of this Act from joining in forming
a company.
(4) Steps to be taken under this Act to incorporate a company shall not
include any invitation to subscribe for shares or on the basis of a prospectus.
(5) Upon registration of the memorandum and articles, the Commission
shall certify under its seal—
(a) that the company is incorporated ;
(b) in the case of—
(i) a limited company, that the liability of the members is limited by
shares or by guarantee, or
(ii) an unlimited company, that the liability of the members is
unlimited ; and
(c) that the company is a private or public company, as the case may be.
(6) The certificate of incorporation shall be prima facie evidence that
all the requirements of this Act in respect of registration and matters precedent
and incidental to it have been complied with and that the association is a
company authorised to be registered and duly registered under this Act.
(7) The Commission may withdraw, cancel or revoke a certificate of
incorporation issued under this Act where it is discovered that the certificate
was fraudulently, unlawfully or improperly procured.
(8) The Commission may cause the publication of the withdrawal,
cancellation or revocation of certificates of incorporation periodically in the
Federal Government Gazette.

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

Effect of
registration.

A 52 2020 No. 3 Companies and Allied Matters Act, 2020
CAPACITY AND POWERS OF COMPANIES

43.—(1) Except to the extent that the company’s memorandum or any
enactment otherwise provides, every company shall, for the furtherance of its
business or objects, have all the powers of a natural person of full capacity.
(2) A company shall not have or exercise power either directly or
indirectly to make a donation or gift of any of its property or funds to a
political party or political association, or for any political purpose, and if any
company, in breach of this subsection makes any donation or gift of its property
to a political party or political association, or for any political purpose, the
officers in default and any member who voted for the breach shall be jointly
and severally liable to refund to the company the sum or value of the donation
or gift and in addition, every such officer or member commits an offence and
is liable to a fine equal to the amount or value of the donation or gift.
44.—(1) A company shall not, carry on any business expressly prohibited
by its memorandum and shall not exceed the powers conferred upon it by its
memorandum or this Act.
(2) A breach of subsection (1), may be asserted in any proceeding under
sections 344-358 of this Act or under subsection (4) of this section.
(3) Notwithstanding the provisions of subsection (1), no act of a company,
conveyance or transfer of property to or by a company shall be invalid by
reason of the fact that such act, conveyance or transfer was not done or
made for the furtherance of any of the authorised business of the company or
that the company was otherwise exceeding its objects or powers.
(4) On the application of—
(a) any member of the company, or
(b) the holder of any debenture secured by a floating charge over all or
any of the company’s property or by the trustee of the holders of any such
debentures, the Court may prohibit, by injunction, the doing of, any act,
conveyance or transfer of any property in breach of subsection (1).
(5) If the transactions sought to be prohibited in any proceeding under
subsection (4) are being, or are to be performed or made pursuant to any
contract to which the company is a party, the Court may, if it deems the same
to be equitable and if all the parties to the contract are parties to the proceedings,
set aside and prohibit the performance of such contract, and may allow
compensation to the company or to the other parties to the contract for any
loss or damage sustained by them by reason of the setting aside or prohibition
of the performance of such contract but no compensation shall be allowed for
loss of anticipated profits to be derived from the performance of such contract.

Effect of
ultra vires
acts.
Powers of
companies
and
prohibition
of donations
for political
purpose.

Companies and Allied Matters Act, 2020 2020 No. 3 A 53
45.—(1) Where there is provision in the memorandum of association of
a company restricting the powers and capacity of the company to carry on its
authorised business or object, the restriction may be relied on and have effect
only for the purpose of proceedings—
(a) against the company by a director or member of the company, or
where the company has issued debentures secured by a floating charge
over all or any of the company’s property, by the holder of any of the
debentures or the trustee for the holders of the debentures ;
(b) by the company or a member of the company against the present or
former officers of the company for failure to observe any such restriction ;
(c) by the Commission or a member of the company to wind up the
company ; or
(d) for the purpose of restraining the company or other person from
acting in breach of the memorandum or directing the company or such
person to comply with the same.
(2) A person may not in the proceedings referred to in subsection (1) (a),
(b) or (c), rely on a restriction of the power or capacity of the company
contained in the memorandum in any case where he voted in favour of, or
expressly or by conduct agreed to the doing of an act by the company or
the conveyance by or to the company of property which, it is alleged in the
proceedings, was or would be contrary to the restriction.
46.—(1) Subject to the provisions of this Act, the memorandum and
articles, when registered, shall have the effect of a deed between the company
and its members and officers and between the members and officers
themselves whereby they agree to observe and perform the provisions of the
memorandum and articles, as altered in so far as they relate to the company,
its members, or officers.
(2) All money payable by any member to the company under the
memorandum or articles shall be a debt due from him to the company and
shall be of the nature of a specialty debt.
(3) Where the memorandum or articles empower any person to appoint
or remove any director or other officer of the company, such power shall be
enforceable by that person notwithstanding that he is not a member or officer
of the company.
(4) In any action by any member or officer to enforce any obligation
owed under the memorandum or articles to him and any other member or
officer, such member or officer may, if any other member or officer is affected
by the alleged breach of such obligation, with his consent, sue in a representative
capacity on behalf of himself and all other members or officers who may be
Effect of
memorandum
and articles.
Effect of
reliance on
restrictions
in the
memorandum.

A 54 2020 No. 3 Companies and Allied Matters Act, 2020
affected other than any who is a defendant and the provisions of Chapter 13
of this Act shall apply.
47.—(1) A company shall, on being so required by any member, send to
him a copy of the memorandum and articles, and a copy of any enactment
which alters the memorandum, subject to payment, in the case of a copy of
the memorandum and of the articles, of the cost of producing the said documents
(such cost not to exceed N500 or such other amount that the Commission
may prescribe) or such lesser sum as the company may prescribe and, in the
case of a copy of an enactment, of such sum not exceeding the published
price thereof as the company may require.
(2) If a company defaults in complying with this section, the company
and every officer of the company who is in default is liable to such penalty as
the Commission shall prescribe by regulation.
48.—(1) Where an alteration is made in the memorandum of a company,
every copy of the memorandum issued after the date of the alteration shall be
in accordance with the alteration.
(2) Where any such alteration has been made, the company at any time
after the date of the alteration issues any copy of the memorandum which is
not in accordance with the alteration, it shall be liable to such penalty as the
Commission shall prescribe by regulation for each copy so issued, and every
officer of the company who is in default is liable to the like penalty.
49.—(1) A company may not alter the conditions contained in its
memorandum except in the cases and in the manner and to the extent for
which express provision is made in this Act.
(2) Only those provisions which are required by section 27 or by any
other specific provision contained in this Act, to be stated in the memorandum
of the company concerned, are deemed to be conditions contained in its
memorandum.
50.—(1) The name of the company shall not be altered except with the
consent of the Commission in accordance with section 30.
(2) The business which the company is authorised to carry on or, if the
company is not formed for the purpose of carrying on business, the objects for
which it is established, may be altered or added to in accordance with the
provisions of section 51.
(3) Any restriction on the powers of the company may be altered in the
same way as the business or objects of the company.
(4) The share capital of the company may be altered in accordance with
the provisions of sections 128-130, but not otherwise.

Copies of
memorandum
issued to
embody
alterations.

Restriction
on alteration
of
memorandum.

Alteration of
memorandum.
Member’s
right to
copies of
memorandum,
etc.

Companies and Allied Matters Act, 2020 2020 No. 3 A 55
(5) Subject to section 54, any other provision of the memorandum maybe
altered in accordance with section 51, or as otherwise provided in this Act.
51.—(1) Where a company has stated its business or objects in its
memorandum, such a company may, at a meeting of which notice in writing
has been duly given to all members (whether or not they are entitled to), by
special resolution alter the provisions of its memorandum with respect to the
business or objects of the company :
Provided that if an application is made to the Court in accordance with this
section for the alteration to be cancelled, it shall not have effect except in so
far as it is confirmed by the Court.
(2) An application under this section may be made to the Court by the
holders of not less—
(a) in the aggregate, than 15% in nominal value of the company’s issued
share capital or any class thereof or, if the company is not limited by shares,
not less than 15% of the company’s members ; or
(b) than 15% of the company’s debentures entitling the holders to object
to alterations of its objects :
Provided that any such application shall not be made by any person who has
consented to or voted in favour of the alteration.
(3) An application under this section shall be made not later than 28
days after the date on which the resolution altering the company’s business or
objects was passed, and may be made on behalf of the persons entitled to
make the application by such one or more of them as they may appoint in
writing for that purpose.
(4) On an application under this section, the Court may make an order
confirming the alteration either wholly or in part and on such terms and
conditions as it deems fit, and may adjourn the proceedings in order that an
arrangement may be made to the satisfaction of the Court for the purchase of
the interest of dissenting members, and the Court may give such directions
and make such orders as it considers expedient for facilitating or carrying into
effect any such arrangement, but that no part of the capital of the company
shall be expended in any case.
(5) The debentures entitling the holders to object to alterations of a company’s
business or objects shall be any debenture secured by a floating charge.
(6) The special resolution altering a company’s business or objects
requires the same notice to the holders of such debentures as to members of
the company, and in default of any provision regulating the giving of notice to
any debenture holder, the provisions of the company’s articles regulating the
giving of notice to members shall apply.

Mode of
alteration of
business or
objects.

A 56 2020 No. 3 Companies and Allied Matters Act, 2020
(7) Where a company passes a resolution altering its business or objects
and—
(a) application is thereafter made to the Court for its confirmation under
this section, the company shall forthwith give notice to the Commission of
the making of the application, and thereafter there shall be delivered to the
Commission within 15 days from the date of its making—
(i) a certified true copy of the order, in the case of refusal to confirm
the resolution, and
(ii) a certified true copy of the order, in the case of confirmation
of the resolution together with a printed copy of the memorandum as
altered ; and
(b) no application is made with respect to confirmation to a Court
under this section, the company shall, within 15 days from the end of the
period for making such an application, deliver to the Commission a copy
of the resolution as passed.
(8) If the Commission—
(a) is satisfied, a printed copy of the memorandum as altered by the
resolution shall forthwith be delivered to it ;
(b) is not satisfied, it shall give notice in writing to the company of its
decision and an appeal from its decision shall thereafter lie to the Court at
the suit of any person aggrieved and such appeal shall be made within 21
days from the date of the receipt by the company of the notice of rejection,
or within such extended time as the Court may allow.
(9) The Court may at any time extend the time for the delivery of
documents to the Commission under subsection (7) (a) for such period as the
Court may consider proper.
(10) If a company defaults in giving notice or delivering any document to
the Commission as required by subsection (7), the company and every officer
of the company who is in default is liable to such penalty as the Commission
shall prescribe by regulation, and for every day during which the default continues.
(11) The validity of an alteration of the provision of a company’s
memorandum with respect to the business or objects of the company shall not
be questioned on the ground that it was not authorised by subsection (1) except
in proceedings taken for the purpose (whether under this section or otherwise)
before the expiration of 21 days after the date of the resolution in that behalf,
and where such proceedings are taken otherwise than under this section,
subsections (6), (7), (8) and (9) of this section shall apply in relation thereto as
if they had been taken under this section, and as if any order declaring the
alteration invalid were an order cancelling it and as if any order dismissing the
proceedings were an order confirming the alteration.

Companies and Allied Matters Act, 2020 2020 No. 3 A 57
(12) For the purpose of this section only, any reference to “member”
includes any person financially interested in the company within the context
of subsection (2) (b).
52.—(1) Subject to the provisions of section 49 and of this section and
of any part of Part B (which preserves the rights of minorities in certain
cases) any provision in a company’s memorandum, which might lawfully have
been in articles of association instead of in the memorandum, may be altered
by the company by special resolution, but if an application is made to the court
for the alteration to be cancelled, the alteration does not have effect except in
so far as it is confirmed by the Court.
(2) This section does not apply where the memorandum itself provides
for or prohibits the alteration of all or any of the said provisions, and shall not
authorise any variation or abrogation of the special rights of any class of
members.
(3) Section 51 (2), (3), (4), (7), (8) and (9) (which relate to mode of
alteration of business or objects) except subsection (2) (b) thereof, shall apply
in relation to any alteration and application made under this section as they
apply in relation to alterations and to applications made under that section.
(4) This section applies to a company’s memorandum, whether registered
before or after the commencement of this Act.
53.—(1) Subject to the provisions of this Act and to the conditions or
other provisions contained in its memorandum, a company may, by special
resolution, alter or add to its articles, including deletion or modification of the
provisions stated in section 27 (1) (a)-(d).
(2) Any alteration or addition made in the articles shall, subject to the
provisions of this Act, be as valid as if originally contained therein and be
subject, in like manner, to alteration by special resolution.

  1. Except to the extent to which a member of a company agrees in
    writing at any time to be bound thereby, and anything to the contrary in the
    memorandum or articles notwithstanding, the member shall not be bound by
    any alteration made in the memorandum or articles of the company requiring
    him on or after the date of the alteration to—
    (a) take or subscribe for more shares than he held at the date on which
    he became a member ;
    (b) increase his liability to contribute to the share capital of the
    company; or
    (c) pay money by any other means to the company.

Power to
alter
provisions in
the
memorandum
in certain
cases.

Alteration
of articles.

Limitation of
liability to
contribute to
share capital
if
memorandum,
etc., altered.

A 58 2020 No. 3 Companies and Allied Matters Act, 2020
CHAPTER 2—RE-REGISTRATION OF COMPANIES

  1. A company may by re-registration under this Part alter its status
    from—
    (a) a private company to a public company ;
    (b) a public company to a private company ;
    (c) a private limited company to an unlimited company ;
    (d) an unlimited company to a limited company ; or
    (e) a public limited company to an unlimited company.

56.—(1) A private company (whether limited or unlimited) may be re-
registered as a public company limited by shares if—

(a) a special resolution that it should be so re-registered is passed ;
(b) the conditions specified under subsection (2) are met, and
(c) an application for re-registration is delivered to the Commission in
accordance with section 60, together with—
(i) the other documents required by that section, and
(ii) a statement of compliance.
(2) The conditions are—
(a) that the company has a share capital ;
(b) that the requirements of section 57 are met as regards its share
capital ;
(c) that the requirements of section 58 are met as regards its net
assets ;
(d) if section 59 applies, that the requirements of that section are
met ; and
(e) that the company has not previously been re-registered as an unlimited
company.
(3) The company shall make such changes to its name and articles, as
are necessary in connection with its becoming a public company.
(4) If the company is unlimited it shall also make such changes in its
articles as are necessary in connection with its becoming a company limited
by shares.
57.—(1) The following requirements shall be met at the time the special
resolution is passed that the company should be re-registered as a public
company—
(a) the nominal value of the company’s allotted share capital shall be not
less than the minimum specified in section 27 (2) ;

Alteration of

status by re-
registration.

Re-
registration

of private
company as
public.

Requirements
as to share
capital.

Companies and Allied Matters Act, 2020 2020 No. 3 A 59
(b) the company’s allotted shares shall be paid up at least one-quarter of
the nominal value of that share and the whole of any premium on it ;
(c) if any share in the company or any premium on it has been fully
or partly paid up by an undertaking given by any person that he or
another should work or perform services (whether for the company or
any other person), the undertaking shall have been performed or
otherwise discharged ; or
(d) if shares have been allotted as fully or partly paid up as to their
nominal value or any premium on them otherwise than in cash, and the
consideration for the allotment consists of, or includes, an undertaking to
the company (other than one to which paragraph (c) applies), then either—
(i) the undertaking shall have been performed or otherwise
discharged, or
(ii) there shall be a contract between the company and some person
pursuant to which the undertaking is to be performed within five years
from the time the special resolution is passed.
(2) Shares allotted in pursuance of an employees’ share scheme, by
reason of which the company would, but for this subsection, be precluded
under subsection (1) (b) from being re-registered as a public company, shall
not be regarded for the purpose of determining whether the requirements in
subsection (1) (b), (c) and (d) are met.
(3) No more than one-tenth of the nominal value of the company’s allotted
share capital is to be disregarded under subsection (2) and for this purpose the
allotted share capital is treated as not including shares disregarded under the
subsection.
(4) Shares disregarded under subsection (2) are treated as not forming
part of the allotted share capital for the purposes of subsection (1) (a).
(5) A company shall not be re-registered as a public company if it appears
to the Commission that—
(a) the company has resolved to reduce its share capital ;
(b) the reduction is supported by a solvency statement in accordance
with regulations made by the Minister ; and
(c) the effect of the reduction is, or will be, that the nominal value of
the company’s allotted share capital is below the minimum specified in
section 27 (2).
58.—(1) A company applying to re-register as a public company shall
obtain—

Require-
ments

as to net
assets.

A 60 2020 No. 3 Companies and Allied Matters Act, 2020
(a) a balance sheet prepared as at a date not more than seven months
before the date on which the application is delivered to the Commission ;
(b) an unqualified report by the company’s auditor on that balance
sheet ; and
(c) a written statement by the company’s auditor that, in his opinion at
the balance sheet date, the amount of the company’s net assets was not
less than the aggregate of its called-up share capital and undistributable
reserves.
(2) Between the date of the balance sheet and the date on which the
application for re- registration is delivered to the Commission, there shall be
no change in the company’s financial position that results in the amount of
its net assets becoming less than the aggregate of its called-up share capital
and un-distributable reserves.
(3) In subsection (1) (b), an “unqualified report” means—
(a) if the balance sheet was prepared for a financial year of the
company, a report stating without material qualification the auditor’s opinion
that the balance sheet has been properly prepared in accordance with the
requirements of this Act ;
(b) if the balance sheet was not prepared for a financial year of the
company, a report stating without material qualification the auditor’s opinion
that the balance sheet has been properly prepared in accordance with the
provisions of this Act which would have applied if it had been prepared
for a financial year of the company.
(4) For the purpose of an auditor’s report on a balance sheet that was
not prepared for a financial year of the company, the provisions of this Act
apply with such modifications as are necessary.
(5) For the purposes of subsection (3), a qualification is material unless
the auditor states in his report that the matter giving rise to the qualification
is not material for the purpose of determining (by reference to the company’s
balance sheet) whether at the date of the balance sheet, the amount of the
company’s net assets was not less than the aggregate of its called-up share
capital and un-distributable reserves.
(6) In this Part—
(a) “net assets” means the aggregate of the company’s assets less the
aggregate of its liabilities, and
(b) ‘‘un-distributable reserves’’ are its—
(i) share premium account, and
(ii) capital redemption reserve ;

Companies and Allied Matters Act, 2020 2020 No. 3 A 61
(c) the amount by which its accumulated or unrealised profits (so far as
not previously utilised by capitalisation) exceed its accumulated or unrealised
losses (so far as not previously written off in a reduction or reorganisation of
capital duly made) ; and
(d) any other reserve that the company is prohibited from distributing by
any enactment (other than one contained in this Part) or by its articles.
(7) The reference in subsection (6) (c) to capitalisation does not include
a transfer of profits of the company to its capital redemption reserve.
59.—(1) This section applies where the shares are allotted—
(a) by the company in the period between the date the balance sheet
required by section 58 is prepared and the passing of the resolution that the
company should re-register as a public company ; and
(b) as fully or partly paid up as to their nominal value or any premium on
them otherwise than in cash.
(2) The Commission shall not entertain an application by the company
for re- registration as a public company unless the requirements of section 57
have been complied with, or the allotment is in connection with—
(a) a share exchange as described in subsections (3)-(5) ; or
(b) a proposed merger with another company as described in
subsection (6).
(3) An allotment is in connection with a share exchange if—
(a) the shares are allotted in connection with an arrangement under
which the whole or part of the consideration for the shares allotted is
provided by—
(i) the transfer to the company allotting the shares of shares (or shares
of a particular class) in another company, or
(ii) the cancellation of shares (or shares of a particular class) in another
company ; and
(b) the allotment is open to all the holders of the shares of the other
company in question (or, where the arrangement applies only to shares of a
particular class, to all the holders of the company’s shares of that class) to
take part in the arrangement in connection with which the shares are allotted.
(4) In determining whether a person is a holder of shares for the purposes
of subsection (3), there shall be disregarded—
(a) shares held by, or by a nominee of, the company allotting the
shares ; and

Recent
allotment of
shares for
non-cash
consideration.

A 62 2020 No. 3 Companies and Allied Matters Act, 2020

(b) shares held by, or by a nominee of—
(i) the holding company of the company allotting the shares,
(ii) a subsidiary of the company allotting the shares, or
(iii) a subsidiary of the holding company of the company allotting the
shares.
(5) It is immaterial, for the purposes of deciding whether an allotment is
in connection with a share exchange, whether or not the arrangement in
connection with which the shares are allotted involves the issue to the company
allotting the shares of shares (or shares of a particular class) in the other
company.
(6) There is a proposed merger with another company if one of the
companies concerned proposes to acquire all the assets and liabilities of the
other in exchange for the issue of its shares or other securities to shareholders
of the other.
(7) For the purposes of this section—
(a) the consideration for an allotment does not include any amount standing
to the credit of any of the company’s reserve accounts, or of its profit and
loss account, that has been applied in paying up (to any extent) any of the
shares allotted or any premium on those shares ; and
(b) “arrangement” means any agreement, scheme or arrangement
pursuant to Chapter 27.
60.—(1) An application for re-registration as a public company shall
contain—
(a) a statement of the company’s proposed name on re-registration; and
(b) in the case of a company without a secretary, a statement of the
company’s proposed secretary.
(2) The application shall be accompanied by—
(a) a copy of the special resolution that the company should re-register
as a public company ;
(b) a copy of the company’s memorandum and articles as proposed to
be amended ;
(c) a copy of the balance sheet and other documents referred to in
section 58 (1) ; and
(d) if section 59 applies, a copy of the valuation report (if any) under
subsection (2) (a) of that section.

Application

for re-
registration

as a public
company.

Companies and Allied Matters Act, 2020 2020 No. 3 A 63
(3) The statement of compliance required to be delivered together with

the application is a statement that the requirements of this Part as to re-
registration as a public company have been complied with.

(4) The Commission may accept the statement of compliance as sufficient
evidence that the company is entitled to be re-registered as a public company.
61.—(1) The statement of the company’s proposed secretary shall contain
the required particulars of the person or persons who is or are to be the
secretary or joint secretaries of the company.
(2) The required particulars are those required to be stated in the
company’s register of secretaries.
(3) The statement shall also contain consent by the person named as
secretary, or each of the persons named as joint secretaries, to act in the
relevant capacity and if all the partners in a firm are to be joint secretaries,
consent may be given by one partner on behalf of all of them.
62.—(1) If, on an application for re-registration as a public company,
the Commission is satisfied that the company is entitled to be re-registered,
the company shall be re-registered accordingly.
(2) The Commission shall issue a certificate of incorporation altered to
meet the circumstances of the case.
(3) The certificate shall state that it is issued on re-registration and the
date on which it is issued.
(4) Upon the issue of the certificate—
(a) the company by virtue of the issue of the certificate becomes a
public company ;
(b) the changes in the company’s name, memorandum and articles take
effect ; and
(c) where the application contained a statement of proposed secretary,
the person or persons named in the statement as secretary or joint secretaries
of the company are deemed to have been appointed to that office.
(5) The certificate is prima facie evidence that the requirements of this
Act as to re-registration have been complied with.
63.—(1) A public company may be re-registered as a private limited
company if—
(a) a special resolution that it should be so re-registered is passed ;
(b) the conditions specified under this section are met ; and

Statement of
proposed
secretary.

Issue of
certificate of
incorporation

on re-
registration.

Re-
registration

of public
company as
private
limited
company.

A 64 2020 No. 3 Companies and Allied Matters Act, 2020
(c) an application for re-registration is delivered to the Commission in
accordance with section 66, together with—
(i) the other documents required by that section, and
(ii) a statement of compliance.
(2) The conditions are that—
(a) where no application under section 64 for cancellation of the resolution
has been made—
(i) having regard to the number of members who consented to, or
voted in favour of, the resolution, no such application may be made, or
(ii) the period within which such an application could be made has
expired ; or
(b) where such an application has been made—
(i) the application has been withdrawn, or
(ii) an order has been made confirming the resolution and a copy of
that order has been delivered to the Commission.
(3) The company shall make such changes—
(a) in its name ; and
(b) in its memorandum and articles, as are necessary in connection with
its becoming a private company limited by shares or, as the case may be, by
guarantee.

64.—(1) Where a special resolution by a public company to be re-
registered as a private limited company has been passed, an application to the

Court for the cancellation of the resolution may be made—
(a) by the holders of at least 5% in nominal value of the company’s
issued share capital or any class of the company’s issued share capital
(disregarding any shares held by the company as treasury shares) ;
(b) if the company is not limited by shares at least 5% of its members; or
(c) by at least 50 members of the company, but not by a person who has
consented to or voted in favour of the resolution.
(2) The application shall be made within 28 days after the passing of the
resolution and may be made on behalf of the persons entitled to make it by
such one or more of their number as they may appoint for that purpose.
(3) On the hearing of the application, the Court shall make an order
either cancelling or confirming the resolution.
(4) The Court may—
(a) make that order on such terms and conditions as it deems fit ;

Application
to Court to
cancel
resolution.

Companies and Allied Matters Act, 2020 2020 No. 3 A 65
(b) if it deems fit, adjourn the proceedings in order that an arrangement
may be made to the satisfaction of the Court for the purchase of the interests
of dissenting members ; and
(c) give such directions, and make such orders, as it considers expedient
for facilitating or carrying into effect any such arrangement.
(5) The Court order may, if the Court deems fit—
(a) provide for the purchase by the company of the shares of any of its
members and for the reduction accordingly of the company’s capital ; and
(b) make such alteration in the company’s memorandum articles as may
be required in consequence of that provision.
(6) The Court order may, if the Court deems fit, require the company not
to make amendment to its articles without the leave of the Court.
65.—(1) On making an application to the Court to cancel the resolution,
the applicants, or the person making the application on their behalf, shall
immediately give notice to the Commission, without prejudice to any provision
of rules of court as to service of notice of the application.
(2) On being served with notice of any such application, the company
shall immediately give notice to the Commission.
(3) Within 15 days of the making of the Court order on the application, or
such longer period as the Court may at any time direct, the company shall
deliver to the Commission a copy of the order.
(4) If default is made in complying with subsections (2) and (3), the
company and each officer of the company is liable to such penalty as the
Commission shall prescribe by regulation for every day during which the
default continues.
66.—(1) An application for re-registration as a private limited company
shall contain a statement of the company’s proposed name on re-registration.
(2) The application shall be accompanied by a copy of the—
(a) resolution that the company should re-register as a private limited
company ; and
(b) company’s memorandum and articles as proposed to be amended.
(3) The statement of compliance required to be delivered together with

the application is a statement that the requirements of this Part as to re-
registration as a private limited company have been complied with.

(4) The commission may accept the statement of compliance as sufficient
evidence that the company is entitled to be re-registered as a private limited
company.

Notice to
Commission
of Court
application
or order.

Application

for re-
registration

as a public
limited
company.

A 66 2020 No. 3 Companies and Allied Matters Act, 2020
67.—(1) If, on an application for re-registration as a private limited

company, the Commission is satisfied that the company is entitled to be so re-
registered, the company shall be re-registered accordingly.

(2) The Commission shall issue a certificate of incorporation altered to
meet the circumstance.
(3) The certificate shall state that it is issued on re-registration and the
date on which it is issued.
(4) Upon the issue of the certificate—
(a) the company by virtue of the issue of the certificate becomes a
private limited company ;
(b) the changes in the company’s name, memorandum and articles take
effect.
(5) The certificate is prima facie evidence that the requirements of this
Act as to re- registration have been complied with.
68.—(1) A private limited company may be re-registered as an unlimited
company if—

(a) all the members of the company have assented to its being so re-
registered ;

(b) the condition specified under subsection (2) is met ; and
(c) an application for re-registration is delivered to the Commission in
accordance with section 69, together with—
(i) the other documents required by that section, and
(ii) a statement of compliance.

(2) The condition is that the company has not previously been re-
registered as limited.

(3) The company shall make such changes in its name and its
memorandum and articles—
(a) as are necessary in connection with its becoming an unlimited
company ; and
(b) if it is to have a share capital, as are necessary in connection with its
becoming an unlimited company having a share capital.
(4) For the purposes of this section—
(i) a trustee in bankruptcy of a member of the company is entitled, to
the exclusion of the member, to assent to the company’s becoming
unlimited ; and
(ii) the personal representative of a deceased member of the company
may assent on behalf of the deceased.

Issue of
certificate of
incorporation

on re-
registration

as a private
limited
company.

Re-
registration

of private
limited
company as
unlimited.

Companies and Allied Matters Act, 2020 2020 No. 3 A 67
(5) In subsection (4) (a), “a trustee in bankruptcy of a member of the
company” includes—
(a) a permanent trustee or an interim trustee on the sequestrated estate
of a member of the company ; and
(b) a trustee under a protected trustee deed granted by a member of the
company.
69.—(1) An application for re-registration as an unlimited company shall
contain a statement of the company’s proposed name on re-registration.
(2) The application shall be accompanied by—
(a) the prescribed form of assent to the company’s being re-registered
as an unlimited company, authenticated by or on behalf of all the members
of the company ; and
(b) a copy of the company’s memorandum and articles as proposed to
be amended.
(3) The statement of compliance required to be delivered together with

the application is a statement that the requirements of this Part as to re-
registration as an unlimited company have been complied with.

(4) The statement shall contain a statement by the directors of the
company—
(a) that the persons by whom or on whose behalf the form of assent is
authenticated constitute the whole membership of the company ; and
(b) if any of the members has not authenticated that form himself, that
the directors have taken all reasonable steps to satisfy themselves that
each person who authenticated it on behalf of a member was lawfully
empowered to do so.
(5) The Commission may accept the statement of compliance as sufficient
evidence that the company is entitled to be re-registered as an unlimited
company.
70.—(1) If, on an application for re-registration of a private limited
company as an unlimited company the Commission is satisfied that the company,
is entitled to be so re-registered, the company shall be re-registered accordingly.
(2) The Commission shall issue a certificate of incorporation altered to
meet the circumstance.
(3) The certificate shall state that it is issued on re-registration and the
date on which it is issued.

Application

for re-
registration

as an
unlimited
company.

Issue of
certificate of
incorporation

on re-
registration

as an
unlimited
company.

A 68 2020 No. 3 Companies and Allied Matters Act, 2020

(4) Upon the issue of the certificate—
(a) the company by virtue of the issue of the certificate becomes an
unlimited company ; and
(b) the changes in the company’s name, memorandum and articles take effect.
(5) The certificate is conclusive evidence that the requirements of this
Act as to re- registration have been complied with.
71.—(1) An unlimited company may be re-registered as a private limited
company if—
(a) a special resolution that it should be re-registered is passed ;
(b) the condition specified under subsection (2) is met ; and
(c) an application for re-registration is delivered to the Commission in
accordance with section 72, together with—
(i) the other documents required by that section, and
(ii) a statement of compliance.

(2) The condition is that the company has not previously been re-
registered as unlimited.

(3) The special resolution shall state whether the company is to be limited
by shares or by guarantee.
(4) The company shall make such changes—
(a) in its name ; and
(b) in its memorandum and articles, as are necessary in connection with
its becoming a company limited by shares or, as the case may be, by
guarantee.
72.—(1) An application for re-registration as a limited company shall
contain a statement of the company’s proposed name on re-registration.
(2) The application shall be accompanied by—
(a) a copy of the resolution that the company should re-register as a
private limited company ;
(b) if the company is to be limited by guarantee, a statement of
guarantee ; and
(c) a copy of the company’s memorandum and articles as proposed to
be amended.
(3) The statement of guarantee required to be delivered in the case of a
company that is to be limited by guarantee shall state that each member
undertakes that, if the company is wound up while he is a member, or within

Re-
registration

of unlimited
company as
limited.

Application

for re-
registration

as a limited
company.

Companies and Allied Matters Act, 2020 2020 No. 3 A 69
one year after he ceases to be a member, he will contribute to the assets of
the company to such amount as may be required for—
(a) payment of the debts and liabilities of the company contracted before
he ceases to be a member ;
(b) payment of the costs, charges and expenses of winding-up ; and
(c) adjustment of the rights of the contributories among themselves, not
exceeding a specified amount.
(4) The statement of compliance required to be delivered together with

the application is a statement that the requirements of this Part as to re-
registration as a limited company have been complied with.

(5) The Commission may accept the statement of compliance as sufficient
evidence that the company is entitled to be re-registered as a limited company.
73.—(1) If, on an application for re-registration of an unlimited company
as a limited company, the Commission is satisfied that the company is entitled
to be so re- registered, the company shall be re-registered accordingly.
(2) The Commission shall issue a certificate of incorporation altered to
meet the circumstances of the case.
(3) The certificate shall state that it is issued on re-registration and the
date on which it is so issued.
(4) Upon the issue of the certificate—
(a) the company by virtue of the issue of the certificate becomes a
limited company ; and
(b) the changes in the company’s name, memorandum and articles take
effect.
(5) The certificate is prima facie evidence that the requirements of this
Act as to re- registration have been complied with.
74.—(1) A company which on re-registration under section 71 has already
allotted its share capital, shall within 15 days after the re-registration deliver a
statement of the share capital to the Commission.
(2) This does not apply if the information which would be included in the
statement has already been sent to the Commission in a statement of —
(a) capital and initial shareholdings ; or
(b) capital contained in an annual return.
(3) The statement of capital shall state with respect to the company’s
share capital on re-registration—
(a) the total number of shares of the company ;

Issue of
certificate of
incorporation

on re-
registration

of an
unlimited
company as
a limited
company.

Statement of
capital
required
where
company
already has
share capital.

A 70 2020 No. 3 Companies and Allied Matters Act, 2020
(b) the aggregate nominal value of those shares ;
(c) for each class of shares—
(i) prescribed particulars of the rights attached to the shares,
(ii) the total number of shares of that class, and
(iii) the aggregate nominal value of shares of that class ; and
(d) the amount paid up and the amount (if any) unpaid on each share
(whether on account of the nominal value of the share or by way of premium).
(4) If default is made in complying with this section, the company and
each officer of the company are liable to such penalty as the Commission
shall prescribe by regulation for every day during which the default continues.
75.—(1) A public company limited by shares may be re-registered as an
unlimited company with a share capital if—

(a) all the members of the company have assented to its being so re-
registered ;

(b) the condition specified under subsection (2) is met ; and
(c) an application for re-registration is delivered to the registrar in
accordance with section 76, together with—
(i) the other documents required by that section, and
(ii) a statement of compliance.

(2) The condition is that the company has not previously been re-
registered as —

(a) limited ; or
(b) unlimited.
(3) The company shall make such changes—
(a) in its name ; and
(b) in its memorandum and articles, as are necessary in connection with
its becoming an unlimited company.
(4) For the purposes of this section—
(a) a trustee in bankruptcy of a member of the company is entitled, to the
exclusion of the member, to assent to the company’s re-registration ; and
(b) the personal representative of a deceased member of the company
may assent on behalf of the deceased.
(5) In subsection (4) (a), “a trustee in bankruptcy of a member of the
company” includes—
(a) a permanent trustee or an interim trustee on the sequestrated estate
of a member of the company ; and

Re-
registration

of public
company as
unlimited.

Companies and Allied Matters Act, 2020 2020 No. 3 A 71
(b) a trustee under a protected trustee deed granted by a member of the
company.
76.—(1) An application for re-registration of a public company as an
unlimited company shall contain a statement of the company’s proposed name
on re- registration.
(2) The application shall be accompanied by—
(a) the prescribed form of assent to the company’s being re-registered
as an unlimited company, authenticated by or on behalf of all the members
of the company ; and
(b) a copy of the company’s memorandum and articles as proposed to
be amended.
(3) The statement of compliance required to be delivered together with

the application is a statement that the requirements of this Part as to re-
registration as an unlimited private company have been complied with.

(4) The statement shall contain a statement by the directors of the
company—
(a) that the persons by whom or on whose behalf the form of assent is
authenticated constitute the whole membership of the company ; and
(b) if any of the members has not authenticated that form himself, that
the directors have taken all reasonable steps to satisfy themselves that
each person who authenticated it on behalf of a member was lawfully
empowered to do so.
(5) The Commission may accept the statement of compliance as sufficient
evidence that the company is entitled to be re-registered as an unlimited
company.

  1. (1) If, on an application for re-registration of a public company as an
    unlimited company, the Commission is satisfied that the company is entitled to
    be so re-registered, the company shall be re-registered accordingly.
    (2) The Commission shall issue a certificate of incorporation altered to
    meet the circumstances of the case.
    (3) The certificate shall state that it is issued on re-registration and the
    date on which it is so issued.
    (4) Upon the issue of the certificate the —
    (a) company, by virtue of the issue of the certificate, becomes an unlimited
    company ; and
    (b) changes in the company’s name, memorandum and articles take
    effect.

Application

for re-
registration

of a public
company as
an unlimited
company.

Issue of
certificate of
incorporation

on re-
registration

of a public
company as
an unlimited
company.

A 72 2020 No. 3 Companies and Allied Matters Act, 2020
(5) The certificate is prima facie evidence that the requirements of this
Act as to re- registration have been complied with.
CHAPTER 3—FOREIGN COMPANIES

78.—(1) Subject to sections 80-83 of this Act, every foreign company
which before or after the commencement of this Act was incorporated outside
Nigeria, and having the intention of carrying on business in Nigeria, shall take
all steps necessary to obtain incorporation as a separate entity in Nigeria for
that purpose, but until so incorporated, the foreign company shall not carry on
business in Nigeria or exercise any of the powers of a registered company
and shall not have a place of business or an address for service of documents
or processes in Nigeria for any purpose other than the receipt of notices and
other documents, as matters preliminary to incorporation under this Act.
(2) Any act of the company in contravention of subsection (1) is void.
(3) Nothing in this section affects the status of any foreign company—
(a) which before the commencement of this Act was granted exemption
from compliance under the provisions of any preceding Companies Acts that
had been applicable in Nigeria before the commencement of this Act ; and
(b) exempted under any treaty to which Nigeria is a party.

  1. If any foreign company fails to comply with the requirements of
    section 80 of this Act in so far as they may apply to the company, the company
    commits an offence and is, in addition to being liable to prosecution, also liable
    to such penalty as the Commission shall specify by regulation, and every officer
    or agent of the company who authorises or permits the default or failure to
    comply is, whether or not the company is also convicted of any offence, liable
    on conviction to such penalty as the Commission shall specify by regulation,
    and where the offence is a continuing one, the company and every officer or
    agent of the company are liable to a further penalty as the Commission shall
    specify by regulation for every day during which the default continues.
    80.—(1) A foreign company may apply to the Minister for exemption
    from the provisions of section 78 of this Act if that foreign company belongs
    to one of the following categories, that is—
    (a) foreign companies other than those specified in paragraph (d), invited
    to Nigeria by or with the approval of the Federal Government to execute
    any specified individual project ;
    (b) foreign companies which are in Nigeria for the execution of specific
    individual loan projects on behalf of a donor country or international
    organisation ;

Foreign
companies
intending to
carry on
business in
Nigeria.

Penalties.

Power to
exempt
foreign
companies.

Companies and Allied Matters Act, 2020 2020 No. 3 A 73
(c) foreign government-owned companies engaged solely in export
promotion activities ; and
(d) engineering consultants and technical experts engaged on any
individual specialist project under contract with any of the governments in
the Federation or any of their agencies or with any other body or person,
where such contract has been approved by the Federal Government.
(2) An application for exemption under this section shall be in writing
addressed to the Minister and shall set out—
(a) the name and place of business of the foreign company outside
Nigeria ;
(b) the name and place of business or the proposed name and place of
business of the foreign company in Nigeria ;
(c) the name and address of each director, partner or other principal
officer of the foreign company ;
(d) a certified copy of the charter, statutes, or memorandum and articles
of association of the company, or other instrument constituting or defining
the constitution of the company and if the instrument is not written in the
English language, a certified translation thereof ;
(e) the names and addresses of one or more persons resident in Nigeria
authorised to accept, on behalf of the foreign company, service of processes
and any notice required to be served on the company ;
(f ) the business or proposed business in Nigeria of the foreign company
and the duration of such business ;
(g) particulars of any project previously carried out by the company as
an exempted foreign company ; and
(h) such other particulars as may be required by the Minister or Secretary
to the Government of the Federation.
(3) Where the Minister, upon the receipt of an application for exemption,
is of the opinion that the circumstances are such as to render it expedient that
such an exemption should be granted, the Minister, subject to such conditions
as he may prescribe, exempt the foreign company from the obligations imposed
by or under this Act.
(4) Every exemption granted under this section shall specify the period
or, as the case may be, the project or series of projects, for which it is granted
and shall lapse at the end of such period or upon the completion of such
project or series of projects.
(5) The Minister may at any time revoke any exemption granted to any
company if he is of the opinion that the company has contravened any provision

A 74 2020 No. 3 Companies and Allied Matters Act, 2020
of this Act or has failed to meet any condition contained in the exemption
order or for any other good or sufficient reason.
(6) The Minister shall cause to be published in the Federal Government
Gazette the name of any company—
(a) to which an exemption has been granted and the period or, as the
case may be, the project or series of projects for which the exemption is
granted ; and
(b) which exemption has been revoked and the effective date of such
revocation.
(7) Every exempted company shall deliver to the Commission upon
payment of a prescribed fee a notice of its exemption within 30 days of the
grant of such exemption.
(8) If an exempted company fails to comply with the provisions of
subsection (7), it is liable to such penalty as the Commission shall specify by
regulation for every day during which the default continues.

  1. (1) Every exempted foreign company shall deliver to the Commission,
    in every calendar year, a report in the form prescribed by the Commission.
    (2) An exempted foreign company that fails to comply with the provisions
    of subsection (1), is liable to such penalty as the Commission shall specify by
    regulation, for every year of default.
  2. Subject to this Act and save as may be stated in the instrument of
    exemption, a foreign company exempted pursuant to this Act shall have the
    status of an unregistered company and accordingly, the provisions of this Act
    applicable to an unregistered company shall apply in relation to such an exempted
    company as they apply in relation to an unregistered company under this Act.
    83.—(1) A person who, for the purpose of obtaining an exemption or of
    complying with any of the provisions of section 80 of this Act, makes any
    statement or presents any instrument which is false commits an offence unless
    he proves that he has taken all reasonable steps to ascertain the truth of the
    statement made or contained in the instrument so presented.
    (2) Any person who contravenes subsection (1) commits an offence
    under this section is liable on conviction to a fine or imprisonment as the Court
    deems fit.
  3. Except as provided under sections 80, 81 and 82 of this Act—
    (a) nothing shall be construed as authorising the disregard by any
    exempted foreign company of any enactment or rule of law ; and

Annual
report.

Exempted
foreign
company to
have status
of
unregistered
company.
Penalties for
false
information.

Application
of certain
sections to
foreign
companies.

Companies and Allied Matters Act, 2020 2020 No. 3 A 75
(b) nothing in this Chapter shall be construed as affecting the rights or
liability of a foreign company to sue or be sued in its name or in the name of
its agent.

CHAPTER 4—PROMOTERS

  1. Any person who undertakes to take part in forming a company with
    reference to a given project and set it going and who takes the necessary
    steps to accomplish that purpose, or who, with regard to a proposed or newly
    formed company, undertakes a part in raising capital for it, is deemed a promoter
    of the company : Provided that a person acting in a professional capacity for
    persons engaged in procuring the formation of the company shall not be deemed
    to be a promoter.
    86.—(1) A promoter stands in a fiduciary relationship to the company
    and shall observe utmost good faith towards the company in any transaction
    with it or on its behalf and shall compensate the company for any loss suffered
    by reason of his failure to do so.
    (2) A promoter, who acquires any property or information in
    circumstances in which it was his duty as a fiduciary to acquire it on behalf of
    the company, shall account to the company for such property and for any
    profit which he may have made from the use of such property or information.
    (3) Any transaction between a promoter and the company may be
    rescinded by the company unless, after full disclosure of all material facts
    known to the promoter, such transaction shall have been entered into or ratified
    on behalf of the company by —
    (a) the company’s board of directors independent of the promoter ;
    (b) all the members of the company ; or
    (c) the company at a general meeting at which neither the promoter nor
    the holders of any share in which he is beneficially interested shall vote on
    the resolution to enter into or ratify that transaction.
    (4) No period of limitation shall apply to any proceeding brought by the
    company to enforce any of its rights under this section but in any such
    proceeding the Court may relieve a promoter in whole or in part and on such
    terms as it deems fit from liability if in all the circumstances, including lapse of
    time, the Court deems it equitable to do so.

Persons
promoting a
company.

Duties and
liabilities of
a promoter.

A 76 2020 No. 3 Companies and Allied Matters Act, 2020
CHAPTER 5—ACTS BY OR ON BEHALF OF THE COMPANY IN

EXERCISE OF COMPANY’S POWERS

87.—(1) A company shall act through its members in general meeting
or its board of directors or through officers or agents appointed by, or
under authority derived from, the members in general meeting or the board
of directors.
(2) Subject to the provisions of this Act, the respective powers of the
members in general meeting and the board of directors shall be determined by
the company’s articles.
(3) Except as otherwise provided in the company’s articles, the business
of the company shall be managed by the board of directors who may exercise
all such powers of the company as are not by this Act or the articles required
to be exercised by the members in general meeting.
(4) Unless the articles otherwise provide, the board of directors, when
acting within the powers conferred upon them by this Act or the articles, is not
bound to obey the directions or instructions of the members in general meeting
provided that the directors acted in good faith and with due diligence.
(5) Notwithstanding the provisions of subsection (3), the members in
general meeting may—
(a) act in any matter if the members of the board of directors are disqualified
or unable to act because of a deadlock on the board or otherwise ;
(b) institute legal proceedings in the name and on behalf of the company,
if the board of directors refuse or neglect to do so ;
(c) ratify or confirm any action taken by the board of directors ; or
(d) make recommendations to the board of directors regarding action to
be taken by the board.
(6) No alteration of the articles invalidates any prior act of the board of
directors which would have been valid if that alteration had not been made.

  1. Unless otherwise provided in this Act or in the articles, the board of
    directors may—
    (a) exercise its powers through committees consisting of such members
    of their body as they think fit ; or
    (b) from time to time, appoint one or more of its members to the office
    of managing director and may delegate all or any of its powers to such
    managing director.

Division of
powers
between
general
meeting and
board of
directors.

Delegation
to
committees
and
managing
director.

Companies and Allied Matters Act, 2020 2020 No. 3 A 77
LIABILITY FOR ACTS OF THE COMPANY

  1. Any act of the members in general meeting, the board of directors,
    or a managing director while carrying on in the usual way the business of the
    company, shall be treated as the act of the company itself and the company is
    criminally and civilly liable to the same extent as if it were a natural person :
    Provided that—
    (a) the company shall not incur civil liability to any person if that person
    had actual knowledge at the time of the transaction in question that the general
    meeting, board of directors, or managing director, as the case may be, had no
    power to act in the matter or had acted in an irregular manner or if, having
    regard to his position with or relationship to the company, he ought to have
    known of the absence of such power or of their irregularity ; and
    (b) if in fact a business is being carried on by the company, the company
    shall not escape liability for acts undertaken in connection with that business
    merely because the business in question was not among the business
    authorised by the company’s memorandum.
  2. (1) Except as provided in section 89 of this Act, the acts of any
    officer or agent of a company shall not be deemed to be acts of the company,
    unless—
    (a) the company, acting through its members in general meeting, board
    of directors, or managing director, shall have expressly or impliedly authorised
    such officer or agent to act in the matter ; or
    (b) the company, acting as mentioned in paragraph (a), shall have
    represented the officer or agent as having its authority to act in the matter,
    in which event the company shall be civilly liable to any person who has
    entered into the transaction in reliance on such representation unless such
    person had actual knowledge that the officer or agent had no authority or
    unless having regard to his position with or relationship to the company, he
    ought to have known of such absence of authority.
    (2) The authority of an officer or agent of the company may be conferred
    prior to any action by him or by subsequent ratification, and knowledge of
    such action by the officer or agent and acquiescence by all the members of
    the company or by the directors or by the managing director for the time
    being, shall be equivalent to ratification by the members in general meeting,
    board of directors, or managing director, as the case may be.
    (3) Nothing in this section shall derogate from the vicarious liability of
    the company for the acts of its servants while acting within the scope of their
    employment.

Acts of the
general
meeting,
board of
directors, or
of managing
director.

Acts of
officers or
agents.

A 78 2020 No. 3 Companies and Allied Matters Act, 2020
91.—(1) Any provision, whether contained in the articles of the company
or in any contract with a company or otherwise, for exempting any officer of
the company or any person employed by the company as auditor from, or
indemnifying him against any liability which by virtue of any rule of law would
otherwise attach to him in respect of any negligence, default, or breach of
trust of which he may be guilty in relation to the company, is void.
(2) Notwithstanding the provisions of subsection (1), (a)—
(a) person shall not be deprived of any exemption or right to be
indemnified in respect of anything done or omitted to be done by him while
any such provision as mentioned in that subsection was in force ; and
(b) company may, in pursuance of any such provision as mentioned in
subsection (1), indemnify any such officer or auditor against any liability
incurred by him in defending any proceeding, whether civil or criminal, in
which judgment is given in his favour or in which he is acquitted or in
connection with any application under section 740 of this Act in which
relief is granted to him by the Court.

  1. Except as mentioned in section 223 of this Act, regarding particulars
    in the register of particulars of charges, a person is not deemed to have
    knowledge of the contents of the memorandum and articles of a company or
    of any other particulars, documents, or the contents of documents merely
    because such particulars or documents are registered by the Commission or
    referred to in the particulars or documents so registered, or are available for
    inspection at an office of the company.
  2. A person dealing with a company or with someone deriving title
    under the company, is entitled to make the following assumptions and the
    company and those deriving title under it shall be estopped from denying their
    truth that—
    (a) the company’s memorandum and articles have been duly complied
    with ;
    (b) every person described in the particulars filed with the Commission
    pursuant to sections 36 (4) (c), 319 and 337 of this Act as a director, managing
    director or secretary of the company, or represented by the company, acting
    through its members in general meeting, board of directors, or managing
    director, as an officer or agent of the company, has been duly appointed
    and has authority to exercise the powers and discharge the duties customarily
    exercised or performed by a director, managing director, or secretary of a
    company carrying on business of the type carried on by the company or
    customarily exercised or performed by an officer or agent of the type
    concerned ;

When
provision
exempting,
officer or
other person
from liability
to the
company is
void.

Abolition of
constructive
notice of
registered
documents.

Presumptions
of regularity.

Companies and Allied Matters Act, 2020 2020 No. 3 A 79
(c) the secretary of the company, and every officer or agent of the
company having authority to issue documents or certified copies of
documents on behalf of the company, has authority to warrant the
genuineness of the documents or the accuracy of the copies so issued ; and
(d) a document has been duly sealed by the company if it bears what
purports to be the seal of the company attested by what purports to be the
signatures of two persons who, in accordance with paragraph (b), can be
assumed to be a director and the secretary of the company :
Provided that a person shall not be entitled to—
(i) make such assumptions, if he had actual knowledge to the contrary
or if, having regard to his position with or relationship to the company, he
ought to have known the contrary, and
(ii) assume that any one or more of the directors of the company
have been appointed to act as a committee of the board of directors or
that an officer or agent of the company has the company’s authority
merely because the company’s articles provided that authority to act in
the matter that may be delegated to a committee, an officer or agent.

  1. Where, in accordance with sections 89-93 of this Act, a company
    would be liable to a third party for the acts of any officer or agent, the company
    shall, except where there is collusion between the officer or agent and the
    third party, be liable notwithstanding that the officer or agent has acted
    fraudulently or forged a document purporting to be sealed by or signed on
    behalf of the company.

COMPANY’S CONTRACTS

95.—(1) Contracts on behalf of a company may be made, varied or
discharged as follows—
(a) any contract which if made between individuals would be by law
required to be by deed, or which would be varied, or discharged only by
deed may be made, varied or discharged, as the case may be, in writing as
a deed in the name or on behalf of the company ;
(b) any contract which if made between individuals would be by law required
to be in writing, signed by the parties to be charged therewith, or which could
be varied or discharged only by writing or written evidence signed by the
parties to be charged, may be made, varied or discharged, as the case may
be, in writing signed in the name or on behalf of the company ; and
(c) any contract which if made between individuals would be valid although
made orally only and not reduced into writing or which could be varied or
discharged orally, may be made, varied or discharged, as the case may be,
orally on behalf of the company.

Liability of
company
not affected
by fraud or
forgery of
officer.

Form of
contract.

A 80 2020 No. 3 Companies and Allied Matters Act, 2020
(2) A contract made according to this section shall be effectual in law,
and shall bind the company and its successors and all other parties thereto,
their heirs, executors, or administrators, as the case may be; and may be
varied or discharged in the same manner in which it is authorised by this
section to be made.
96.—(1) Any contract or other transaction purporting to be entered into
by the company or by any person on behalf of the company prior to its formation
may be ratified by the company after its formation and thereupon the company
shall become bound by and entitled to the benefit thereof as if it has been in
existence at the date of such contract or other transaction and had been a
party thereto.
(2) Prior to ratification by the company, the person who purported to act
in the name or on behalf of the company shall, in the absence of express
agreement to the contrary, be personally bound by the contract or other
transaction and entitled to the benefit thereof.
97.—(1) A bill of exchange or promissory note is deemed to have been
made, accepted, or endorsed on behalf of a company if made, or expressed to
be made, accepted, or endorsed in the name of the company, or if expressed
to be made, accepted or endorsed on behalf or on account of the company by
a person acting under its authority.
(2) The company and its successors shall be bound thereby if the company
is, in accordance with sections 89-91, liable for the acts of those who made,
accepted or endorsed it in its name or on its behalf or account, and a signature
by a director or the secretary on behalf of the company shall not be deemed to
be a signature by procuration for the purposes of section 25 of the Bills of
Exchange Act.

  1. A company may have a common seal but need not have one, and
    where a company has a common seal, the design and use of that seal shall be
    regulated by the company’s articles and it shall have its name engraved in
    legible characters on the seal.
    99.—(1) A company whose objects require or comprise the transaction of
    business in foreign countries may, if authorised by its articles, have for use in
    any territory, district, or place outside Nigeria, an official seal, the design and use
    which shall be regulated by the company’s articles, and shall indicate on its face
    of the name of every territory, district, or place where it is to be used.
    (2) A company having such an official seal may, by deed, authorise any
    person appointed for the purpose in any territory, district, or place outside
    Nigeria, to affix the same to any deed or other document to which the company
    is party in that territory, district, or place.

Pre-
incorporation

contracts.

Bills of
exchange and
promissory
note.

Cap. B8,
LFN, 2004.
Common
seal of the
company.

Official seal
for use
abroad.

Companies and Allied Matters Act, 2020 2020 No. 3 A 81
(3) The authority of any such agent shall, as between the company and
any person dealing with the agent, continue during the period, if any, mentioned
in the instrument conferring the authority, or if no period is there mentioned,
then until notice of the revocation or determination of the agent’s authority
has been given to the person dealing with him.
(4) The person affixing any such official seal shall, by writing under his
hand, on the deed or other document to which the seal is affixed, certify the
date on which and place at which it is affixed.
(5) In the case of companies that have a common seal, a deed or other
document to which an official seal is duly affixed shall bind the company as if
it has been sealed with the common seal of the company.
100.—(1) A company may, by deed, empower any person, either generally
or in respect of any specified matter, as its attorney, to execute deeds on its
behalf in any place within or outside Nigeria.
(2) A deed signed by a person empowered as provided in subsection (1)
shall bind the company and have the same effect as it would have if it were a
deed signed by the company.

AUTHENTICATION AND SERVICE OF DOCUMENTS

  1. A document or proceeding requiring authentication by a company
    may be signed by a director, secretary, or other authorised officer of the
    company, and need not be signed as a deed unless otherwise so required in
    this Part and that an electronic signature is deemed to satisfy the requirement
    for signing under this section.
    102.—(1) A document is validly executed by a company as a deed for
    the purposes of this Act, if it is duly executed by the company and it is delivered
    as a deed.
    (2) A company may execute a document described or expressed as a
    deed without affixing a common seal on the document by signature on behalf
    of the company by —
    (a) a director of the company and the secretary of the company ;
    (b) at least two directors of the company ; or
    (c) a director of the company in the presence of at least one witness
    who shall attest the signature.
    (3) A document mentioned in subsection (2) that is signed on behalf of
    the company in accordance with that subsection has the same effect as if the
    document was executed under the common seal of the company.

Power of
Attorney.

Authentication
of
documents.

Execution of
deeds by
company.

A 82 2020 No. 3 Companies and Allied Matters Act, 2020
(4) Where a document is to be signed by a person on behalf of more
than one company, the document shall not be considered to be signed by that
person for the purposes of subsection (2) or (3), unless the person signs the
document separately in each capacity.
(5) This section applies in the case of a document mentioned in
subsection (2) that is executed by the company in the name or on behalf of
another person, whether or not that person is also a company.

  1. Where any written law or rule of law requires any document to be
    under or executed under the common seal of a company, or provides for
    consequences for not sealing, the document is deemed to have satisfied the
    provisions of that written law or rule of law if the document is signed in the
    manner set out in sections 101 and 102.
  2. A court process shall be served on a company in the manner
    provided by the rules of court and any other document may be served on a
    company by leaving it at, or sending it by post to, the registered office or head
    office of the company.

CHAPTER 6—MEMBERSHIP OF THE COMPANY

105.—(1) A subscriber of the memorandum of a company shall be
deemed to have agreed to become a member of the company, and on its
registration shall be entered as the member in its register of members.
(2) Every other person who agrees in writing to become a member of a
company, and whose name is entered in its register of members, is a member
of the company.
(3) In the case of a company having a share capital, each member is a
shareholder of the company and shall hold at least one share, except in relation
to a company that has only one shareholder.
106.—(1) As from the commencement of this Act, an individual is not
capable of becoming a member of a company if he is—
(a) of unsound mind and has been so found by a court in Nigeria or
elsewhere ; or
(b) an undischarged bankrupt.
(2) A person under the age of 18 years shall not be counted for the
purpose of determining the legal minimum number of members of a company.
(3) A corporate body in liquidation is not capable of becoming a member
of a company.

Alternative
to sealing.

Service of
documents
on
companies.

Definition of
member.

Capacity to
be a member.

Companies and Allied Matters Act, 2020 2020 No. 3 A 83
(4) Where, at the commencement of this Act, any person falling within
the provisions of subsection (1) is a member of a company by reason of being
a shareholder of the company, his share vests in his committee or trustee, as
the case may be.
(5) Where, after the commencement of this Act, any shareholder purports
to transfer any share or shares to a person falling within the provisions of
subsection (1), the purported transfer shall not vest the title in the shares in
that person, but the title remains in the purported transferor or his personal
representative who holds the shares in trust for that person during the period
of his incapacity.

  1. Every member shall, notwithstanding any provision in the
    articles, have a right to attend any general meeting of the company and to
    speak and vote on any resolution before the meeting :
    Provided that the articles may provide that a member shall not be entitled
    to attend and vote unless all calls or other sums payable by him in respect
    of shares in the company have been paid.
  2. If a person falsely and deceitfully impersonates any member of a
    company and thereby obtains or endeavours to obtain any benefit due to any
    such member, he commits an offence and is liable on conviction to—
    (a) imprisonment for a term of not more than seven years or a fine as
    the court deems fit ;
    (b) pay such additional fines as the Commission may specify by
    regulation ; and
    (c) account to the aggrieved member for any benefit which he directly
    or indirectly derived as a result of his act of impersonation.
    109.—(1) Every company shall keep a register of its members and
    enter in the register the—
    (a) names and addresses of the members, and in the case of a company
    having a share capital, a statement of the shares and class of shares, if any,
    held by each member, distinguishing each share by its number so long as
    the share has a number, and of the amount paid or agreed to be considered
    as paid on the shares of each member ;
    (b) date on which each person was registered as a member ; and
    (c) date on which any person ceased to be a member.
    (2) The entry required under subsection (1) (a) or (b) shall be made
    within 28 days of the conclusion of the agreement with the company to become
    a member or, in the case of a subscriber of the memorandum, within 28 days
    of the registration of the company.

Right of
member to
attend
meetings and
vote.

Impersonation
of member.

Register of
members.

A 84 2020 No. 3 Companies and Allied Matters Act, 2020
(3) The entry required under subsection (1) (c), shall be made within 28
days of the date on which the person concerned ceased to be a member, or if
he ceased to be a member other than as a result of action by the company,
within 28 days of producing to the company evidence satisfactory to the
company of the occurrence of the event whereby he ceased to be a member.
(4) Where a company defaults in complying with the provisions of this
section, the company and each officer of the company is liable to—
(a) such penalties as the Commission shall specify by regulation ; and
(b) an additional daily default fine that the Commission shall specify by
regulation.
(5) Liability incurred by a company from the making or deletion of an
entry in its register of members, or from a failure to make or delete any entry,
is not enforceable after the expiration of 20 years from the date on which the
entry was made or deleted or, in the case of any such failure, from the date on
which the failure first occurred.
110.—(1) The register of members shall be kept at the registered office
of the company, except if the—
(a) work of making it up is done at another office of the company, it may
be kept at that other office ; or
(b) company arranges with some other person for the making up of the
register to be undertaken on behalf of the company by that person, it may
be kept at the office of that other person at which the work is done, but the
register shall not be kept in the case of a company registered in Nigeria at
a place outside Nigeria.
(2) Every company shall send notice to the Commission of the change
in location of the register, and a company is not bound to send notice under
this subsection where the register has at all times since it came into existence
or, in the case of a register in existence at the commencement of this Act, at
all times since then, been kept at the registered office of the company.
(3) Where a company fails to comply with the provisions of subsection (2)
within 28 days of the change of the location of the register, the company and
every one of its officers are liable to—
(a) such penalties as the Commission shall specify by regulation ; and
(b) an additional daily default fine that the Commission shall specify by
regulation.
111.—(1) Every company having more than 50 members shall, unless
the register of members is in such a form as to constitute in itself an index,
keep an index of the names of the members of the company.

Location of
register.

Index of
members to
be kept.

Companies and Allied Matters Act, 2020 2020 No. 3 A 85
(2) Where a company makes any alteration in the register of members,
the company shall, within 14 days after the date which the alteration is made,
make such necessary alterations in the index.
(3) The index shall, in respect of each member, contain sufficient indication
to enable the account of that member in the register to be readily found.
(4) The index shall, at all times, be kept at the same place as the register
of members.
(5) If default is made in complying with the provisions of this section,
the company and every officer of the company are liable to such penalties as
the Commission shall specify by regulation.
112.—(1) Except when the register of members is closed under the
provisions of this Act, the register and the index of members’ names shall be
open during business hours (subject to such reasonable restrictions as the
company in general meeting may impose, that not less than two hours in each
day shall be allowed for inspection) to the inspection of any member of the
company without charge.
(2) A member or any person may, with the permission of the company
which permission shall not be unreasonably withheld require a copy of the
register, or of any part, on payment of such amount the Commission may
prescribe or such lesser amount the company may prescribe for every page
required to be copied, and the company shall cause any copy required by any
person to be duly endorsed by an officer of the company and sent to that
person within a period of 10 days commencing on the day after the day on
which the requirement is received by the company :
Provided that the Commission may require such copy without any restriction
or charge.
(3) If any inspection required under this section is refused, or if any
copy required under this section is not sent within the prescribed period, the
company and every officer of the company is liable in respect of each default
to such penalties as the Commission shall specify by regulation.
(4) Notwithstanding the provisions of subsection (3), the Court may by
order compel an immediate inspection of the register and index or direct that
the copies required shall be sent to the persons requiring them.

  1. Where, by virtue of section 110 (1) (b), the register of members is
    kept at the office of some person other than the company, and by reason of any
    default of that person, the company fails to comply with subsections 112 (1) or
    (2), or with any requirements of this Act as to the production of the register, that
    other person is liable to the same penalties as if the person were an officer of
    the company who was in default, and the power of the Court under section 112
    (4) shall extend to the making of orders against that other person and his officers
    and servants.

Inspection of
register and
index.

Consequences
of agents’
default to
keep register.

A 86 2020 No. 3 Companies and Allied Matters Act, 2020

  1. A company may, on giving notice by advertisement in a daily
    newspaper circulating in the district in which the registered office of the
    company is situated, close the register of members or any part of it for any
    time or times not exceeding, on the whole, 30 days in each year.
    115.—(1) If—
    (a) the name of any person is, without sufficient cause, entered in or
    omitted from the register of members of a company, or
    (b) default is made or unnecessary delay takes place in entry on the
    register the fact of any person having ceased to be a member, the person
    aggrieved, or any member of the company, or the company, may apply to the
    court for rectification of the register.
    (2) The Court may refuse the application, or order rectification of the
    register and payment by the company of any damage sustained by the party
    aggrieved.
    (3) On an application under this section, the Court may decide any question
    relating to the title of any person who is a party to the application to have his
    name entered in or omitted from the register, whether the question arises between
    members or alleged members, or between members and alleged members on
    one hand and the company on the other hand, and generally may decide any
    question necessary or expedient be decided for rectification of the register.
    (4) Where the court makes an order for rectification of the register, the
    company shall, within 14 days of the court order, file a copy of the order and
    a notice of the particulars of the rectification with the Commission.
  2. The register of members shall be prima facie evidence of matters
    which are by this Act directed or authorised to be inserted in the register.
    117.—(1) Prior to the winding-up of a company, a member of a company
    with shares is liable to contribute the balance, if any, of the amount payable in
    respect of the shares held by him in accordance with the terms of the
    agreement under which the shares were issued or in accordance with a call
    validly made by the company pursuant to its articles.
    (2) Where any contribution has become due and payable by reason of a
    call, validly made by the company, pursuant to the articles or where, under the
    terms of any agreement with the company, a member has undertaken personal
    liability to make future payments in respect of shares issued to him, the liability
    of the member shall continue notwithstanding that the shares held by him are
    subsequently transferred or forfeited under a provision to that effect in the
    articles, but his liability ceases if and when the company have received payment
    in full of all such money in respect of the shares.

Power to
close
register.

Power of
Court to
rectify
register.

Liability of
members.
Register to
be evidence.

Companies and Allied Matters Act, 2020 2020 No. 3 A 87
(3) Subject to subsections (1) and (2), no member or past member shall
be liable to contribute to the assets of the company, except in the event of its
being wound up.
(4) In the event of a company being wound up, every present or past
member shall be liable to contribute to the assets of the company to an amount
sufficient for payment of its debts and liabilities and for the costs, charges and
expenses of the winding-up and the adjustment of the rights of the members
and past members among themselves, but subject to the following
qualifications—
(a) a past member is not liable to contribute if he has ceased to be a
member for a period of one year or upwards before the commencement of
the winding-up ;
(b) a past member is not liable to contribute unless it appears to the
Court that the existing members are unable to satisfy the contributions
required to be made by them in pursuance of this section ;
(c) in the case of a company limited by shares, no contribution is required
from any member or past member exceeding the amount, if any, unpaid on
the shares in respect of which he is liable as a present or past member ;
(d) in the case of a company limited by guarantee, no contribution is
required from any member or past member exceeding the amount
undertaken to be contributed by him to the assets of the company in the
event of its being wound up ; and
(e) any sum due from the company to a member or past member, in his
capacity as member, by way of dividends or otherwise shall not be set- off
against the amount for which he is liable to contribute in accordance with
this section but any such sum is to be taken into account for the purposes of
final adjustment of the rights of the members and past members amongst
themselves.
(5) For the purposes of this section, the expression “past member” includes
the estate of a deceased member and where any person dies after becoming
liable as a member or past member, such liability shall be enforceable against
his estate.
(6) Except as contained in this section, a member or past member is not
liable as a member or past member for any of the debts and liabilities of the
company.

A 88 2020 No. 3 Companies and Allied Matters Act, 2020

  1. If a public company or a company limited by guarantee carries on
    business or its objects, without having at least two members and does so for
    more than six months, every director or officer of the company, during the
    time that it so carries on business with only one or no member, is liable jointly
    and severally with the company for the debts of the company contracted
    during that period.

DISCLOSURE OF PERSONS WITH SIGNIFICANT CONTROL
119.—(1) Notwithstanding the provisions of section 120, every person
with significant control over a company shall, within seven days of becoming
such a person, indicate to the company in writing the particulars of such control.
(2) A company after receiving or coming into possession of the information
required under subsection (1), shall, not later than one month from the receipt
of the information or any change therein, notify the Commission of that
information provided that a company shall in every annual return, disclose the
information required under subsection (1) in respect of the year for which the
return is made.
(3) The Commission shall maintain a register of persons with significant
control in which it shall enter the information received from the company or
any change therein under subsection (2).
(4) A company shall inscribe against the name of every member in the
register of members the information received in pursuance of the requirements
of this section.
(5) If default is made by any person or company in complying with
subsections (1), (2) and (4), the person or company and every officer of the
company are liable to such fines as the Commission may prescribe by regulation
for every day during which the default continues.
120.—(1) A person who is a substantial shareholder in a public company
shall give notice in writing to the company stating his name, address and full
particulars of the shares held by him or his nominee (naming the nominee) by
virtue of which he is a substantial shareholder.
(2) A person is a substantial shareholder in a public company if he holds
himself or by his nominee, shares in the company which entitle him to exercise
at least 5% of the unrestricted voting rights at any general meeting of the
company.
(3) A person required to give a notice under subsection (1), shall do so
within 14 days after that person becomes aware that he is a substantial
shareholder.

Liability for
company
debts where
membership
is below
legal
minimum.

Disclosure
of capacity
by
shareholder.

Obligation of
disclosure
by
substantial
shareholder
in public
company.

Companies and Allied Matters Act, 2020 2020 No. 3 A 89
(4) The notice shall be given notwithstanding that the person has ceased
to be a substantial shareholder before the expiration of the period referred to
in subsection (3).
(5) The company shall, within 14 days of receipt of the notice or of
becoming aware that a person is a substantial shareholder give notice in writing
to the Commission of this fact.
(6) If any person or company fails to comply with the provisions of this
section, the person or the company is liable to such fines as the Commission
may prescribe by regulation for each day the default continues.
121.—(1) A person who ceases to be a substantial shareholder in a
public company shall give notice in writing to the company stating his name
and the date on which he ceased to be a substantial shareholder and give full
particulars of the circumstances by reason of which he ceased to be substantial
shareholder.
(2) A person required to give notice under subsection (1), shall do so
within 14 days after he becomes aware that he has ceased to be substantial
shareholder.
(3) The company shall within 14 days of receipt of the notice or of
becoming aware that a person has ceased to be a substantial shareholder, give
notice in writing to the Commission of this fact.
(4) If any person or company fails to comply with the provisions of this
section, the person or the company is liable to such fines as the Commission
may prescribe by regulation for each day the default continues.
122.—(1) A public company shall keep a register in which it shall enter—
(a) in alphabetical order, the names of persons from whom it has received
a notice under section 121 ; and
(b) against each name so entered, the information given in the notice,
and where it receives a notice under section 121, the information given in
that notice.
(2) The register shall be kept at the place where the register of members
required to be kept under section 110 is kept and subject to the same right of
inspection as the register of members.
(3) The Commission may, at any time in writing, require the company to
furnish it with a copy of the register or any part of the register and the company
shall furnish the copy within 14 days after the day on which the requirement is
received.

Person
ceasing to be
a substantial
shareholder
to notify
company.

Register of
interests in
shares.

A 90 2020 No. 3 Companies and Allied Matters Act, 2020
(4) If the company ceases to be a public company, it shall continue to
keep the register until the end of the period of six years beginning with the day
following that on which it ceases to be such a company.
(5) A company shall not, by reason of anything done for the purposes of
this section, be affected with notice of, or put on enquiry as to, a right of a
person to or in relation to a share in the company.
(6) If default is made in complying with this section, the company and
every officer of the company are liable to—
(a) such fine as the Commission may prescribe by regulation ; and
(b) additional daily default fine that the Commission shall specify by
regulation.

  1. The matter relating to beneficial interests in shares required by
    section 120 shall be entered in a different part of the register of interests
    which shall be so made up that the entries inscribed in it appear in
    chronological order.

CHAPTER 7—SHARE CAPITAL

  1. (1) Where, after the commencement of this Act, a memorandum
    delivered to the Commission under section 36 states that the association to be
    registered is to be registered with shares, the amount of the share capital
    stated in the memorandum to be registered shall not be less than the minimum
    issued share capital.
    (2) No company having a share capital shall, after the commencement
    of this Act, be registered with a share capital less than the minimum issued
    share capital.
    (3) Where, at the commencement of this Act, the issued share capital of
    an existing company is less than the minimum issued share capital, the company
    shall, not later than six months after the commencement of this Act, issue
    shares to an amount not less than the minimum issued share capital.
    (4) Subject to subsection (3), where a company is registered with shares,
    its issued capital shall not at any time be less than the minimum issued share
    capital.
    (5) Where a company to which subsections (3) and (4) apply fails to
    comply with the applicable subsection, the company is—
    (a) liable to such fine as the Commission may prescribe by regulation ; and
    (b) in addition, liable to a daily default fine as the Commission shall
    specify by regulation for every day during which the default continues.

Registration
of interests
to be
disclosed.

Minimum
issued share
capital.

Companies and Allied Matters Act, 2020 2020 No. 3 A 91

APITAL C HARE SF O LTERATION A

A company having a share capital may in general meeting and not 125.
otherwise, alter the conditions of its memorandum to—
) consolidate and divide all or any part of its share capital into shares a(
of larger amount than its existing shares ; and
) subdivide its shares or any of them, into shares of smaller amount b(
than is fixed by the memorandum, but in the subdivision the proportion
between the amount paid and the amount unpaid on each reduced share
shall be the same as it was in the case of the share from which the reduced
share is derived.
—(1) If a company having a share capital has— 126.
) consolidated and divided its share capital into shares of larger amount a(
than its existing shares, or
) subdivided its shares or any of them,the company shall within one b(
month after so doing, give notice of it to the Commission specifying, the
shares consolidated, divided, or subdivided.
(2) If default is made in complying with this section, the company and
every officer of the company are liable to such fine as the Commission may
prescribe by regulation, for every day during which the default continues.
(1) A company having a share capital, may in general meeting and 127.
not otherwise, increase its issued share capital by the allotment of new shares
of such amount as it considers expedient.
(2) Where a company increased its share capital, it shall, within 15 days
after the passing of the resolution authorising the increase, give to the
Commission notice of the increase and the Commission shall record the
increase.
(3) Where, in connection with the increase of shares, any approval is
required to be obtained under any enactment other than this Act, the company
shall give notice of that fact to the Commission within 15 days after the passing
of the resolution authorising the increase, together with an affidavit sworn to
by a director of the company to that effect, and upon receipt of the notice and
affidavit by the Commission, the period of 15 days stated in subsection (2) is
deemed extended, for a period terminating no later than 10 days after receipt
of the approval is required to be obtained by the company under an enactment
other than this Act.
(4) If the company has not obtained the required approval under an
enactment other than this Act within 48 days of the date on which it notified
the Commission under subsection (3), the company shall file another notice

Alteration
of share
capital by
consolidation,
etc.

Notice
required
where shares
consolidated,
etc.

Increase of
issued share
capital and
notice of
increase.

A 92 2020 No. 3 Companies and Allied Matters Act, 2020
and affidavit to that effect with the Commission, and shall do so for every
successive period of 48 days that elapses after the date on which it first
notified the Commission under subsection (3).
(5) If the Company fails to obtain the approval that is required to be
obtained under an enactment other than this Act within nine months from the
date on which it first notified the Commission under subsection (3), the resolution
increasing the company’s issued share capital becomes null and void.
(6) The notice to be given under this section includes the particulars
prescribed with respect to the classes of shares affected and the condition
subject to which the new shares have been or are to be issued and the notice
shall be accompanied by a printed copy of the resolution authorising the increase.
(7) If default is made in complying with the provisions of this section, the
company in default is liable to such fine as the Commission may prescribe by
regulation for every day during which the default continues.
(8) Where a company increases its share capital, it shall be by an ordinary
resolution and shall amend its memorandum and articles of association to
reflect the new issued share capital.
128.—(1) Where a company allots new shares, thereby increasing its
issued share capital, the increase shall not take effect unless—
(a) at least 25% of the share capital including the increase has been paid
up ; and
(b) the directors have delivered to the Commission a statutory declaration
verifying that fact.
(2) Where a company fails to comply with the applicable subsection, it
shall be liable to such fine as the Commission may prescribe by regulation for
every day during which the default continues.

  1. If an unlimited company resolves to be re-registered as a limited
    company under this Act, it may—
    (a) increase the nominal amount of its issued share capital by increasing
    the nominal amount of each of its shares, but subject to the condition that
    no part of the increased issued capital shall be capable of being called up
    except in the event and for the purpose of the company being wound up ; or
    (b) provide that a specified portion of its uncalled share capital shall not
    be capable of being called up except in the event and for the purposes of
    the company being wound up.

Increase of
issued
capital on
increase of
shares.

Power for
unlimited
company to
provide
reserve share

capital on re-
registration.

Companies and Allied Matters Act, 2020 2020 No. 3 A 93

REDUCTION OF SHARE CAPITAL

  1. (1) Except as authorised by this Act, a company having a share
    capital shall not reduce its issued share capital.
    (2) For the purposes of this section and other sections relating to reduction
    of share capital, any issue of share capital shall include the share premium
    account and any capital redemption reserve account of a company, and ‘‘issued
    share capital’’ shall be construed accordingly.
    131.—(1) Subject to confirmation by the Court, a company having share
    capital may, if so authorised by its articles, by special resolution reduce its
    share capital in any way.
    (2) In particular, and without prejudice to subsection (1), the company
    may—
    (a) extinguish or reduce the liability on any of its shares in respect of
    share capital not paid up,
    (b) either with or without extinguishing or reducing liability on any of its
    shares, cancel any paid-up share capital which is lost or unrepresented by
    available assets, or
    (c) either with or without extinguishing or reducing liability on any of its
    shares, cancel any paid-up share capital which is in excess of the company’s
    wants, and the company may, if and so far as is necessary, alter its
    memorandum by reducing the amount of its share capital and of its shares
    accordingly.
    (3) A special resolution under this section shall in this Act be referred to
    as “a resolution for reducing share capital”.
    132.—(1) Where a company has passed a resolution for reducing share
    capital, it may apply to the court for an order confirming the reduction.
    (2) If the proposed reduction of share capital involves either—
    (a) diminution of liability in respect of unpaid share capital ; or
    (b) subject to subsection (6), the payment to a shareholder of any
    paid-up share capital, and in any other case if the Court so directs,
    subsection (3), (4) and (5) shall have effect.
    (3) Every creditor of the company who, at the date fixed by the court, is
    entitled to any debt or claim which, if that date were the commencement of
    the winding-up of the company, would be admissible in proof against the
    company, is entitled to object to the reduction of capital.

Restriction
on reduction
of issued
share
capital.

Special
resolution
for reduction
of share
capital.

Application
to Court for
Order of
Confirmation.

A 94 2020 No. 3 Companies and Allied Matters Act, 2020
(4) The Court shall settle a list of creditors entitled to object, and for that
purpose—
(a) shall ascertain, as far as possible without requiring an application
from any creditor, the names of those creditors and the nature and amount
of the debts or claims ; and
(b) may publish notices fixing a day or days within which creditors not
entered on the list are to claim to be so entered or are to be excluded from
the right of objecting to the reduction of capital.
(5) If a creditor entered on the list whose debt or claim is not discharged
or has not been determined does not consent to the reduction, the Court may,
if it deems fit, dispense with the consent of that creditor, on the company
securing payment of his debt or claim by appropriating (as the Court may
direct) the following amount if the company—
(a) admits the full amount of the debt or claim or, though not admitting it,
is willing to provide for the full amount of the debt or claim ; or
(b) does not admit, and is not willing to provide for, the full amount of the
debt or claim, or if the amount is contingent or not ascertained, then an
amount fixed by the court after the like enquiry and adjudication as if the
company were being wound up by the Court.
(6) If a proposed reduction of share capital involves either the diminution
of any liability in respect of unpaid share capital or the payment to any
shareholder of any paid-up share capital, the Court may, if having regard to
any special circumstance of the case it considers proper to do so, direct that
subsections (3) – (5) shall not apply as regards any class or classes of creditors.
133.—(1) The Court, if satisfied—
(a) with respect to every creditor of the company who under section
132 is entitled to object to the reduction of capital, that either—
(i) his consent to the reduction has been obtained, or
(ii) his debt or claim has been discharged or determined or secured ; and
(b) that the share capital does not by this reduction fall below the minimum
issued share capital, may make an order confirming the reduction on such
terms and conditions as it deems fit.
(2) Where the Court so orders, it may also—
(a) if for any special reason it considers it proper to do so, make an order
directing that the company shall, during such period (commencing on or at
any time after the date of the order) as is specified in the order, add to its
name as its last words “and reduced” ; and

Court order
confirming
reduction.

Companies and Allied Matters Act, 2020 2020 No. 3 A 95
(b) make an order requiring the company to publish (as the court directs)
the reasons for reduction of capital or such other information in regard to it
as the court considers expedient with a view to giving proper information to
the public and (if the court deems fit) the causes which led to the reduction.
(3) Where the company is ordered to add to its name the words, “and
reduced”, those words shall, until the expiration of the period specified in the
order, be deemed to be part of the company’s name.

  1. (1) The Commission, on delivery to it the order of the court confirming
    the reduction of a company’s share capital, and minutes of the meeting of the
    company (approved by the Court) showing, with respect to the company’s
    share capital as altered by the order—
    (a) the amount of the share capital ;
    (b) the number of shares into which it is to be divided, and the amount of
    each share ; and
    (c) the amount (if any) at the date of the registration deemed to be paid
    up on each share, shall register the order and minutes.
    (2) On the registration of the order and minutes, the resolution for reducing
    share capital as confirmed by the order so registered shall take effect.
    (3) A notice of the registration shall be published in such manner as the
    Court may direct.
    (4) The Commission shall certify the registration of the order and minutes,
    and the certificate—
    (a) may be either signed by the Registrar-General or authenticated by
    its official seal ; and
    (b) shall be prima facie evidence that all the requirements of this Act
    with respect to the reduction of share capital have been complied with, and
    that the company’s share capital is as stated in the minutes.
    (5) The minutes, when registered, is deemed substituted for the
    corresponding part of the company’s memorandum, and valid and alterable as
    if it had been originally contained in it.
    (6) The substitution of such minutes for part of the company’s
    memorandum shall be deemed an alteration of the memorandum.
    135.—(1) Where a company’s share capital is reduced, a member
    of the company (past or present) is not liable in respect of any share to
    any call or contribution exceeding in amount the difference (if any) between
    the amount of the share as fixed by the minutes and the amount paid on
    the share or the reduced amount (if any), which is deemed to have been
    paid on it, as the case may be.

Registration
of order and
minutes of
reduction.

Liability of
members on
reduced
shares.

A 96 2020 No. 3 Companies and Allied Matters Act, 2020

(2) Subsections (3) and (4) shall apply if—
(a) a creditor entitled in respect of a debt or claim, to object to the
reduction of share capital, by reason of his ignorance of the proceedings
for reduction of share capital, or of their nature and effect with respect to
his claim, is not entered on the list of creditors ; and
(b) after the reduction of capital, the company is unable (within the
meaning of section 572) to pay the amount of the creditor’s debt or claim.
(3) Every person who was a member of the company at the date of the
registration of the order for reduction and minutes, is liable to contribute for
the payment of the debt or claim in question an amount not exceeding that
which he would have been liable to contribute if the company had commenced
to be wound up on the day before that date.
(4) If the company is wound up, the Court, on application of the creditor
in question and proof of ignorance referred to in subsection (2) (a), may, if it
deems fit, settle a list of persons so liable to contribute, and make and enforce
calls and orders on the contributories settled on the list, as if they were ordinary
contributories in a winding-up.
(5) Nothing in this section affect the rights of the contributories among
themselves.

  1. If an officer of the company—
    (a) wilfully conceals the name of a creditor entitled to object to the
    reduction of capital,
    (b) wilfully misrepresents the nature or amount of the debt or claim of
    any creditor, or
    (c) aids, abets or is privy to any concealment or misrepresentation, he
    commits an offence and is liable on conviction to such fines as the
    Commission shall specify by regulation.

MISCELLANEOUS MATTERS RELATING TO CAPITAL
137.—(1) Where the net assets of a public company are half or less of
its called-up share capital, the directors shall, not later than 30 days from the
earliest day on which that fact is known to a director of the company, duly
convene an extraordinary general meeting of the company, for a day not later
than 60 days from that day for the purpose of considering whether any, and if
so, what steps should be taken to deal with the situation.
(2) If there is a failure to convene an extraordinary general meeting as
required by subsection (1), each of the directors of the company who—
(a) allows the failure, or

Penalty for
concealing
name of
creditor, etc.

Duty of
directors on
serious loss
of capital.

Companies and Allied Matters Act, 2020 2020 No. 3 A 97
(b) after the expiry of the period during which that meeting should have
been convened, allows the failure to continue, is liable to such fines as the
Commission shall specify by regulation.
(3) Nothing in this section authorises the consideration, at a meeting
convened in pursuance of subsection (1), of any matter which could have
been considered at that meeting apart from this section.
CHAPTER 8—SHARES AND NATURE OF SHARES

  1. Subject to the provisions of this Act, the rights and liabilities attaching
    to the shares of a company or any class thereof shall—
    (a) be dependent on the terms of issue or the company’s articles ; and
    (b) notwithstanding anything to the contrary in the terms or the articles,
    include the right to attend any general meeting of the company and vote at
    such a meeting.
  2. The shares or other interests of a member in a company are personal
    property transferable in the manner provided in articles of association of the
    company.
    140.—(1) Unless otherwise provided by any other enactment, any share
    issued by a company shall carry the right on a poll at a general meeting of the
    company to one vote in respect of each share, and no company may by its
    articles or otherwise authorise the issue of shares which carry more than one
    vote in respect of each share or which do not carry any right to vote.
    (2) If a company contravenes any of the provisions of this section, the
    company and any officer in default are liable to a daily default fine as the
    Commission shall specify by regulation and any resolution passed in
    contravention of this section shall be void.
    (3) Nothing in this section shall affect any right attached to a preference
    share under section 168.

ISSUE OF SHARES

  1. Subject to any limitation in the articles of a company with respect
    to the number of shares which may be issued, and any pre-emptive rights
    prescribed in the articles in relation to the shares, a company has the power, at
    such times and for such consideration as it shall determine to issue shares.
    142.—(1) A company shall not in any event allot newly issued shares
    unless they are offered in the first instance to all existing shareholders of the
    class being issued in proportion as nearly as may be to their existing holdings.

Rights and
liabilities
attached to
shares.

Shares as
transferable
property
Prohibition

of non-
voting and

weighted
shares.

Power of
companies
to issue
shares.
Pre-emptive
rights of
existing
shareholders.

A 98 2020 No. 3 Companies and Allied Matters Act, 2020
(2) The offer to existing shareholders shall be by notice specifying—
(a) the number of shares to which the shareholder is entitled to subscribe ;
(b) the price ; and
(c) a reasonable time period after the expiration of which the offer, if not
accepted, will be deemed to be declined.
(3) On the receipt of notice from the shareholder that he declines to
accept the shares offered or after the expiration of the specified time, the
board of directors may, subject to the terms of any resolution of the company,
dispose of the shares at a price not less than that specified in the offer, in such
manner as they think most beneficial to the company.
143.—(1) A company may, where so authorised by its articles, issue
classes of shares.
(2) Shares shall not be treated as being of the same class unless they
rank equally for all purposes.

  1. Without prejudice to any special rights previously conferred on the
    holders of existing shares or class of shares, any share in a company may be
    issued with such preferred, deferred or other special rights or such restrictions,
    whether with regard to dividend, return of capital or otherwise, as the company
    may determine by ordinary resolution.
    145.—(1) Shares of a company may be issued at a premium.
    (2) Where a company issues shares at a premium, whether for cash or
    otherwise, a sum equal to the aggregate amount or value of the premium on
    those shares shall be transferred to, “the share premium account”.
    (3) The provisions of this Act relating to the reduction of the share capital
    of a company shall, except as provided in this section, apply as if the share
    premium account were paid-up share capital of the company.
    (4) Notwithstanding anything to the contrary in subsection (2), the share
    premium account may be applied by the company in—
    (a) paying up unissued shares of the company to be issued to members
    of the company as fully-paid bonus shares ;
    (b) writing off the preliminary expense of a newly incorporated company ;
    (c) writing off the expenses of, or the commission paid on any issue of
    shares of the company ; or
    (d) providing for the premium payable on redemption of any redeemable
    share of the company.

Issue of
classes of
shares.

Issue with
rights
attached.

Issue of
shares at a
premium.

Companies and Allied Matters Act, 2020 2020 No. 3 A 99

  1. It is unlawful for a company to issue shares at a discount.

147.—(1) No company limited by shares shall, after the commencement
of this Act issue any preference shares which are irredeemable.
(2) A company limited by shares may, if so authorized by its
articles, issue preference shares which are liable to be redeemed subject to
such conditions as may be prescribed in the terms of issue or in the articles of
the company.
148.—(1) Where a company has purported to issue or allot shares and
the issue or allotment of those shares was invalid by reason of any provision
of this Act or any other enactment, of the articles or the terms of issue or
allotment were inconsistent with or unauthorised by any such provision, the
company may within 30 days of an application made by a holder, mortgagee
of those shares or by a creditor of the company, and by special resolution,
validate the issue or allotment of those shares or confirm the terms of the
issue and allotment, as the case may be.
(2) Where a company refuses to validate the issue or allotment of the
shares or confirm the terms of the issue and allotment, the Court may, upon
application made by a holder, a mortgagee of those shares or by a creditor of
the company, and upon being satisfied that in all the circumstances it is just
and equitable to do so, validate the issue, allotment of those shares or confirm
the terms of the issue and allotment, as the case may be.
(3) In every case where the court validates an issue, allotment of shares
or confirms the terms of an issue or allotment in accordance with subsection
(1), it shall make, upon payment of the prescribed fees, an order which is
proof of the validation or confirmation and upon the issue of the order, those
shares are deemed to have been issued or allotted upon the relevant terms of
issue or allotment.

ALLOTMENT OF SHARES

149.—(1) The power to allot shares is vested in the company, and, in
relation to a private company, this power may be delegated to the directors,
subject to any condition or direction that may be imposed in the articles or by
the company in general meeting.
(2) The power to allot shares of a public company is subject to the
provisions of the Investment and Securities Act.
(3) The powers to allot the shares of a company are not exercised by the
directors of a company unless express authority to do so has been vested in
the board of directors by—

Issue of
shares at a
discount.
Issue of
redeemable
preference
shares.

Validation of
improperly
issued
shares.

Authority
to allot
shares.

Cap. I24,
LFN, 2004.

A 100 2020 No. 3 Companies and Allied Matters Act, 2020

(a) the company in a general meeting ; or
(b) the company’s articles.
(4) In this section, the reference to shares includes any right to subscribe
for, or to convert any security into, shares in the company other than shares so
allotted.
(5) The authorisation to the directors under this section may be given to
be exercised in a particular instance, or to be exercised generally, and may be
unconditional or subject to conditions.
150.—(1) Without prejudice to the provisions of the Investment and
Securities Act, the following provisions apply in respect of an application for
an allotment of issued shares of a company—
(a) in the case of a private company or a public company where the
issue of shares is not public, there shall, if so required by the company, be
submitted to the company a written application signed by the person wishing
to purchase shares indicating the number of shares required ;
(b) in the case of a public company, subject to conditions imposed by the
Securities and Exchange Commission where the issue of shares is public,
there shall be returned to the company a form of application as prescribed
in the company’s articles, duly completed and signed by the person wishing
to purchase the shares; and
(c) upon the receipt of an application, a company shall, where it wholly
or partly accepts the application, make an allotment to the applicant and
within 42 days after the allotment notify the applicant of the fact of allotment
and the number of shares allotted to him.
(2) An applicant under this section shall have the right at any time before
allotment, to withdraw his application by written notice to the company.

  1. An allotment of shares made and notified to an applicant in
    accordance with section 150 is an acceptance by the company of the offer by
    the applicant to purchase its shares and the contract takes effect on the date
    on which the allotment is made by the company.
  2. Subject to the provisions of sections 160 – 163 of this Act, a company
    may, in its articles, make provision with respect to payments on allotment of
    its shares.
    153.—(1) An allotment made by a public company before the holding of
    the statutory meeting to an applicant in contravention of the provisions of this
    Act, is voidable at the instance of the applicant—
    (a) within one month after the holding of the statutory meeting of the
    company and not later, or

Method of
application
and
allotment.
Cap. I24,
LFN, 2004.

Allotment as
acceptance
of contract.

Payment on
allotment.

Effect of
irregular
allotment.

Companies and Allied Matters Act, 2020 2020 No. 3 A 101
(b) where the allotment is made after the holding of the statutory meeting,
within one month after the date of the allotment, and not later :
Provided that the allotment shall be so voidable notwithstanding that the company
is in the course of being wound up.
(2) If any director of a company knowingly contravenes, permits or
authorises the contravention of any of the provisions of this Act with respect
to allotment, he is liable to compensate the company and the allottee respectively
for any loss, damages or costs which the company or the allottee may have
sustained or incurred thereby, but proceedings to recover any such loss,
damages, or costs shall not be commenced after the expiration of two years
from the date of the allotment.
154.—(1) Whenever a company limited by shares makes any allotment
of its shares, the company shall within one month thereafter deliver to the
Commission for registration—
(a) a return of the allotments in the prescribed form, stating—
(i) the number and nominal value of the shares comprised in the
allotment,
(ii) the names, addresses and description of the allottees, and
(iii) the amount, if any, paid or due and payable on each share, whether
on account of the nominal value of the shares or by way of any premium
payable in relation to such shares ;
(b) in the case of shares allotted as fully or partly paid up otherwise than
in cash—
(i) a contract in writing, constituting the title of the allottee to the
allotment together with any contract of sale, or for services or other
consideration in respect of which that allotment was made, such contracts
being duly stamped,
(ii) a return stating the number and nominal amount of shares so
allotted, the extent to which they are to be treated as paid up, and the
consideration for which they have been allotted, and
(iii) with respect to public companies, particulars of the valuation of
the consideration in accordance with section 162 ; and
(c) such other documents and particulars as may be required by the
Commission, but where the Commission requires that additional documents or
particulars be submitted it shall grant the company additional time of at least
seven days within which to provide the additional documents and particulars,
and the additional time granted is deemed to be an extension of the one month
period in subsection (1).

Return as to
allotment.

A 102 2020 No. 3 Companies and Allied Matters Act, 2020
(2) If default is made in complying with this section, each officer of the
company is liable to such penalty as the Commission shall specify in the
regulation for every day during which the default continues.
(3) In case of default in delivering to the Commission within one month
after the allotment any document required to be delivered by this section, the
company or any officer liable for the default, may apply to the court for relief,
and the court, if satisfied that the omission to deliver the document was
accidental or due to inadvertence or that it is just and equitable to grant relief,
may make an order extending the time for the delivery of the document for
such period as the Court may consider proper.
155.—(1) Except as provided in section 156, no company shall apply
any of its shares or capital money either directly or indirectly in payment of
any commission, discount or allowance to any person in consideration of his
subscribing or agreeing to subscribe, whether absolutely or conditionally, for
any share in the company, or procuring or agreeing to procure subscriptions,
whether absolute or conditional, for any share in the company, whether the
shares or capital money are so applied by being added to the purchase money
of any property acquired by the company or to the contract price of any work
to be executed for the company, or any such money is paid out of the nominal
purchase money or contract price, or otherwise.
(2) Nothing in this section affects the payment of any brokerage or
agency fees agreed between the company and a broker or agent of the
company, for services provided by such broker or agent in connection with the
raising of the capital by the company.
(3) A vendor to, promoter of, or other person who receives payment in
money or shares from a company, shall have and is deemed always to have
had power to apply any part of the money or shares so received in payment of
any commission, the payment of which, if made directly by the company,
would have been legal under this section.
156.—(1) A company may pay a commission to any person in
consideration of his subscribing or agreeing to subscribe, whether absolutely
or conditionally, for any share in the company or procuring or agreeing to
procure subscription, whether absolute or conditional, for any share in the
company if—
(a) the payment of the commission is authorised by the articles ;
(b) the commission paid or agreed to be paid does not exceed 10% of
the price at which the shares are issued or the amount or rate authorised by
the articles, whichever is lesser ;

Prohibition
of payments
of
commissions,
discounts
out of
shares and
capital.

Power to
pay
Commission
in certain
cases.

Companies and Allied Matters Act, 2020 2020 No. 3 A 103
(c) the amount or rate per cent of the commission paid or agreed to be
paid is—
(i) in the case of shares offered to the public for subscription, disclosed
in the prospectus, or
(ii) in the case of shares not offered to the public for subscription,
disclosed in the statement in lieu of prospectus, or in a statement in the
prescribed form signed in like manner as a statement in lieu of prospectus,
and delivered to the Commission for registration before the payment of
the commission, and where a circular or notice, not being a prospectus
inviting subscription for the shares is issued, also disclosed in that circular
or notice ; and
(d) the number of shares which persons have agreed for a commission
to subscribe absolutely is disclosed in the manner specified in this section.
(2) If default is made in delivering any document required to be delivered
to the Commission under this section, the company and every officer in default
is liable to such penalty as the Commission shall specify in the regulation.
157.—(1) Where a company has paid any amount by way of commission
in respect of any shares in the company, the amount so paid or so much of it
as has not been written off, shall be stated in every balance sheet of the
company until the whole amount has been written off.
(2) If default is made in complying with this section, the company and
every officer of the company is liable to such penalty as the Commission shall
specify by regulation for every day during which the default continues.

CALL ON AND PAYMENT FOR SHARES

158.—(1) Subject to the terms of the issue of the shares and of the
articles, the directors may make calls upon the members in respect of any
money unpaid on their shares (whether on account of the nominal value of the
shares or by way of premium) and not by the conditions of allotment of the
shares made payable at fixed times :
Provided that no call shall exceed one fourth of the nominal value of the share
or be payable at less than one month from the date fixed for the payment of
the last preceding call, and each member shall (subject to receiving at least 14
days’ notice specifying the time or times and place of payment) pay to the
company at the time or times and place so specified the amount called on his
shares, so however that a call may be revoked or postponed as the directors
may determine.
(2) A call is deemed to have been made at the time when the resolution
of the directors authorising the call was passed, and may be required to be
paid by instalments.

Call on
shares.
Statement in
balance
sheet as to
commission.

A 104 2020 No. 3 Companies and Allied Matters Act, 2020
(3) The joint holders of a share are jointly liable to pay all calls in respect
of the share.
(4) If a sum called in respect of a share is not paid before or on the day
appointed for payment, the person from whom the sum is due shall pay interest
on the sum from the day appointed for payment to the time of actual payment
at such rate not exceeding the current bank rate per annum, as the directors
may determine, but the directors are at liberty to waive payment of such
interest wholly or in part.
(5) A sum which by the terms of issue of a share becomes payable on
allotment or at any fixed date, whether on account of the nominal value of the
shares or by way of premium shall, for the purposes of these provisions, is
deemed to be a call duly made and payable on the date on which by the terms
of issue the same becomes payable, and in case of non- payment, all the
relevant provisions of this Act as to payment of interest and expenses, forfeiture
or otherwise apply as if such sum had become payable by virtue of a call duly
made and notified.
(6) The directors may, if they think fit, receive from any member willing
to advance the same, all or any part of the money uncalled and unpaid upon
any share held by him, and upon all or any of the money so advanced may
(until the same would, but for such advance, become payable) pay interest at
such rate not exceeding the current bank rate per annum as may be agreed
upon between the directors and the member paying such sum in advance
(unless the company in general meeting otherwise directs).

  1. A company limited by shares may, by special resolution determine
    that any portion of its share capital which has not been already called up are
    not capable of being called up except in the event and for the purposes of the
    company being wound up and thereupon, that portion of its share capital shall
    not be capable of being called up, except in the event and for the purposes
    specified in this section.
  2. Subject to the provisions of sections 161 and 162, the shares of a
    company and any premium on them shall be paid up in cash, or where the
    articles so permit, by a valuable consideration other than cash or partly in cash
    and partly by a valuable consideration other than cash.
    161.—(1) Shares are not deemed to have been paid for in cash except
    to the extent that the company shall have actually received cash for them at
    the time of, or subsequently to, the agreement to issue the shares.
    (2) Where shares are issued to a person who has sold or agreed to
    sell property or rendered or agreed to render services to the company or
    to persons nominated by him, the amount of any payment made for the

Reserve
liability of
company
having share
capital.

Payment for
shares.

Meaning of
payment in
cash.

Companies and Allied Matters Act, 2020 2020 No. 3 A 105
property or services shall be deducted from the amount of any cash payment
made for the shares and only the balance (if any) shall be treated as having
been paid in cash for such shares notwithstanding any exchange of cheques
or other securities for money.
162.—(1) Where a public company agrees to accept payment for its
shares otherwise than wholly in cash, it shall appoint an independent valuer
who shall determine the true value of the consideration other than cash and
prepare and submit to the company a report on the value of the consideration.
(2) The valuer is entitled to require from the officers of the company
such information and explanation as he thinks necessary to enable him to
carry out the valuation or make the report under subsection (1).
(3) The company shall, not more than three days after it receives the
valuer’s report, send a copy of the report to the proposed purchaser of shares,
and indicate to the proposed purchaser whether or not it intends to accept the
consideration as payment or part payment for its shares.
(4) A public company shall not accept as payment or part payment for its
shares consideration other than cash unless the cash value of the consideration
as determined by the valuer is worth at least as much as may be credited as
paid up in respect of the shares allowed to the proposed purchaser.
(5) A valuer who, in his report or otherwise, knowingly or recklessly
makes a statement which is misleading, false or deceptive in a material
particular, commits an offence and is liable to imprisonment for a term of 12
months or a fine as shall be imposed by the court, or both.
(6) For the purposes of this section, “valuer” means an auditor, a valuer,
surveyor, an engineer or accountant not being a person in the employment of
the company nor an agent or associate of the company or any of its directors
or officers.

  1. Where it is authorised by its articles, a company may—
    (a) make arrangements on the issue of shares for a difference between
    the shareholders in the amounts and times of payment of calls on their
    shares ;
    (b) accept from any member the whole or a part of the amount remaining
    unpaid on any shares held by him, although no part of that amount has been
    called up ; or
    (c) pay dividends in proportion to the amount paid up on each share
    where a larger amount is paid up on some shares than on others.

Payment for
shares of
public
companies
other than in
cash.

Power to
pay different
amounts on
shares.

A 106 2020 No. 3 Companies and Allied Matters Act, 2020
164.—(1) A company has a first and paramount lien on every share, (not
being a fully paid share) for all money (whether currently payable or not) called
or payable at a fixed time in respect of that share, and the company also has a
first and paramount lien on all shares (other than fully paid shares) standing
registered in the name of a single person for all money presently payable by him
or his estate to the company, but the directors may at any time declare any
share to be wholly or in part exempt from the provisions of this subsection.
(2) A company’s lien, if any, on a share shall extend to all dividends
payable on, and any bonus shares issued in relation to such share.
(3) A company may sell, in such manner as the directors think fit, any
share on which the company has a lien, but no sale shall be made unless a sum
in respect of which the lien exists is currently payable, nor until the expiration
of 14 days after a notice in writing, demanding payment of such part of the
amount in respect of which the lien exists as is currently payable, has been
given to the registered holder of the shares, or the person entitled to them by
reason of his death or bankruptcy.
(4) For the purpose of giving effect to any such sale, the directors may
authorise a person to transfer the shares sold to the purchaser of the shares
and the purchaser shall be registered as the holder of the shares comprised in
any such transfer.
(5) The purchaser is not bound to see to the application of the purchase
money and his title to the shares is not affected by any irregularity or invalidity
in the proceedings in reference to the sale.
(6) The proceeds of the sale of any share pursuant to this section
shall be received by the company and applied in payment of such part of
the amount in respect of which the lien exists as is presently payable, and
the residue, if any, shall (subject to a like lien for sums not presently payable
as existed upon the shares before the sale) be paid to the person entitled
to the shares at the date of the sale.
165.—(1) If a member fails to pay any call or instalment of a call on the
day appointed for payment, the directors may, thereafter during such time as
any part of the call or instalment remains unpaid, serve a notice on him requiring
payment of the sum of the call or instalment as is unpaid, together with any
interest which may have accrued.
(2) The notice shall state a further day (not earlier than the expiration of
14 days from the date of service of the notice) on or before which the payment

required by the notice is to be made, and it shall state that in the event of non-
payment at or before the time appointed, the shares in respect of which the

call was made are liable to be forfeited.

Lien on
shares.

Forfeiture
of shares.

Companies and Allied Matters Act, 2020 2020 No. 3 A 107
(3) If the requirements of the notice as is mentioned in subsections (1)
and (2) are not complied with, any share in respect of which notice was given
may, at any time thereafter, before the payment required by the notice is
made, be forfeited by a resolution of the directors to that effect.
(4) A forfeited share may be sold or otherwise disposed of on such
terms and in such manner as the directors think fit, and at any time before a
sale or disposition, the forfeiture may be cancelled on such terms as the
directors think fit.
(5) A person whose shares have been forfeited ceases to be a member
in respect of the forfeited shares, but shall, notwithstanding, remain liable to
pay to the company all money which, at the date of forfeiture, were payable
by him to the company in respect of the shares, but his liability ceases when
the company receives payment in full of all money in respect of the shares.
(6) A statutory declaration that the declarant is a director or the secretary
of the company, and that a share in the company has been duly forfeited on a
date stated in the declarations, is prima facie evidence of the facts stated in it
as against all persons claiming to be entitled to the shares.
(7) The company may receive the consideration, if any, given for the
share on any sale or disposition of it and may execute a transfer of the share
in favour of the person to whom the share is sold or disposed of, and he shall
thereupon be registered as the holder of the share, and is not bound to see to
the application of the purchase money, if any, nor shall his title to the share be
affected by any irregularity or invalidity in the proceedings in reference to the
forfeiture, sale or disposal of the share.
(8) The provisions of this section as to forfeiture apply in the case of
non- payment of any sum which, by the terms of issue of a share, becomes
payable at a fixed time, whether on account of the nominal value of the share
or by way of premium, as if the same had been payable by virtue of a call duly
made and notified.

CLASSES OF SHARES

166.—(1) If at any time the share capital of a company is divided into
different classes of shares under section 143, the rights attached to any class
(unless otherwise provided by the terms of issue of the shares of that class)
may, whether or not the company is being wound up, be varied—
(a) in accordance with the provision in the company’s articles for the
variation of those rights ; or
(b) where the company’s articles contain no such provision, with the
consent, in writing, of the holders of three- quarters of the issued shares of
Power to
vary rights.

A 108 2020 No. 3 Companies and Allied Matters Act, 2020
that class, or with the sanction of a special resolution passed at a separate
general meeting of the holders of the shares of the class.
(2) To every such separate general meeting as mentioned in subsection
(1), the provisions of this Act relating to general meetings apply, but the
necessary quorum shall be two persons at least holding or representing by
proxy one- third of the issued shares of the class and that any holder of shares
of the class present in person or by proxy may demand a poll.
(3) The rights conferred upon the holders of the shares of any class
issued with preferred or other rights are not, unless otherwise expressly provided
by the terms of issue of the shares of that class, be deemed to be varied by the
creation or issue of further shares ranking pari passu with them.
(4) Any proposed amendment of a provision contained in a company’s
articles for the variation of the rights attached to a class of shares, or the
insertion of any such provision into the articles, shall be treated as a variation

of those rights and shall require the consent, in writing, of the holders of three-
quarters of the issued shares of that class, or the sanction of a special resolution

passed at a separate general meeting of the holders of the shares of the class,
before the procedure for the amendment of the articles can proceed.
167.—(1) Where in pursuance of section 166, the rights attached to any
class of shares are at any time varied, the holder of at least 15% of the issued
shares of that class, being persons who did not consent to or vote in favour of
the resolution for the variation, may apply to the Court to have the variation
cancelled, and, where any such application is made, the variation shall not
have effect, unless it is confirmed by the court, and for the purpose of this
section, any share in the company’s share capital that are held by the company
as treasury shares shall not be taken into account for the purpose of computing
the aggregate per cent of shares held by holders seeking to make an application
to the Court.
(2) An application to the court under this section shall, in a proper case,
be made within 21 days after the date on which the consent was given or the
resolution was passed, as the case may be, and may be made on behalf of the
shareholders entitled to make the application or by such one or more of them
as they may appoint in writing for the purpose.
(3) If on any such application the court, after hearing the applicant and
any other persons applying to it to be heard and appearing to be interested in
the application, is satisfied that the variation would unfairly prejudice the
shareholders of the class represented by the applicant, the Court, having regard
to all the circumstances of the case, may disallow the variation, and shall, if
not satisfied, confirm the variation.

Application
for
cancellation
of variation.

Companies and Allied Matters Act, 2020 2020 No. 3 A 109
(4) The decision of the Court on any such application is final.
(5) The company shall, within 15 days after the making of an order by
the Court on an application to it under this section, forward a copy of the order
to the Commission and if default is made in complying with the provisions of
this subsection, the company and each officer of the company is liable to such
fine as the Commission shall specify in the regulation for every day during
which the default continues.
(6) In this section, “variation” includes abrogation, and cognate
expressions are construed accordingly.
168.—(1) Notwithstanding the provisions of section 140, the articles
may provide that preference shares issued after the commencement of this
Act shall carry the rights to attend general meetings and on a poll at the
meetings, to more than one vote per share in the following circumstances, but
not otherwise, but upon any resolution—
(a) during such period as the preferential dividend or any part of it remains
in arrears and unpaid, such period starting from a date not more than 12
months or such lesser period as the articles may provide, after the due date
of the dividend ;
(b) which varies the rights attached to such shares ;
(c) to remove an auditor of the company or to appoint another person in
place of such auditor ; or
(d) for the winding-up of the company or during the winding-up of the
company.
(2) Notwithstanding the provisions of section 140, any special resolution
of a company increasing the number of shares of any class, may validly resolve
that any existing class of preference shares shall carry the right to such votes
additional to one vote per share as is necessary in order to preserve the existing
ratio which the votes exercisable by the holders of such preference shares at
a general meeting of the company bear to the total votes exercisable at the
meeting.
(3) For the purposes of subsection (2), a dividend is deemed to be due on
the date appointed in the articles for the payment of the dividend for any year
or other period, or if no such date is appointed, upon the day immediately
following the expiration of the year or other period, and whether or not such
dividend shall have been earned or declared.

  1. In construing the provisions of a company’s articles in respect of
    the rights attached to shares, the following rules of construction shall be
    observed—

Right of a
preference
share to
more than
one vote.

Construction
of class
rights.

A 110 2020 No. 3 Companies and Allied Matters Act, 2020
(a) unless the contrary intention appears, no dividend is payable on any
shares unless the company resolves to declare such dividend ;
(b) unless the contrary intention appears, a fixed preferential dividend
payable on any class of shares is cumulative, and no dividend shall be
payable on any share ranking subsequent to them until all the arrears of the
fixed dividend have been paid ;
(c) unless the contrary intention appears, in a winding-up arrears of any
cumulative preferential dividend, whether earned or declared or not, are
payable up to the date of actual payment in the winding-up ;
(d) if any class of shares is expressed to have a right to a preferential
dividend, then, unless the contrary intention appears, such class has no
further right to participate in dividends ;
(e) if any class of shares is expressed to have preferential rights to
payment out of the assets of the company in the event of winding-up, then,
unless the contrary intention appears, such class has no further right to
participate in the distribution of assets in the winding-up ;
(f ) in determining the rights of the various classes to share in the
distribution of the company’s property on a winding-up, no regard shall be
given, unless the contrary intention appears, to whether or not such property
represents accumulated profits or surplus which would have been available
for dividend while the company remained a going concern ; and
(g) subject to this section, all shares rank equally in all respects unless
the contrary intention appears in the company’s articles.
NUMBERING OF SHARES

  1. Each share in a company having a share capital shall be
    distinguished by its appropriate number :
    Provided that, if at any time all the issued shares in a company, or all of its
    issued shares of a particular class, are fully paid up and rank pari passu
    for all purposes, none of those shares need thereafter have a distinguishing
    number so long as it remains fully paid up and ranks pari passu for all
    purposes with all shares of the same class for the time being issued and
    fully paid up.

SHARE CERTIFICATES

171.—(1) Every company shall, within two months after the allotment
of any of its shares and within three months after the date on which a transfer
of any such shares is lodged with the company, complete and have ready for
delivery the certificates of all shares allotted or transferred, unless the conditions
of issue of the shares otherwise provide.

Shares to be
numbered.

Issue of
share
certificates.

Companies and Allied Matters Act, 2020 2020 No. 3 A 111
(2) Every person whose name is entered as a member in the register of
members is entitled, without payment, to receive within three months of
allotment or lodgment of transfer or within such other period as the conditions
of issue provide, one certificate for all his shares or several certificates each
for one or more of his shares upon payment of a fee as the directors shall
determine.
(3) Every certificate issued by a company shall be under the company’s
seal (where the company has a common seal) or otherwise signed as a deed
by the company and shall specify the shares to which it relates and the amount
paid up on them :
Provided that in respect of shares held jointly by several persons, the company
is not bound to issue more than one certificate, and delivery of a certificate for
shares to one of several joint holders shall be sufficient delivery to all such
holders.
(4) If a share certificate is defaced, lost or destroyed, it may be replaced
on such term, as to evidence and indemnity and the payment of out-of-pocket
expenses of the company of investigating evidence as the directors think fit.
(5) If any company on which a notice has been served requiring it to
make good any default in complying with the provisions of subsection (1), fails
to make good the default within 10 days after the service of the notice, the
Court may, on the application of the person entitled to have the certificate
delivered to him, make an order directing the company and any officer of the
company to make good the default within such time as may be specified in
the order, and the order may provide that all costs of and incidental to the
application shall be borne by the company or by any officer of the company
responsible for the default.
(6) If default is made in complying with this section, the company and
each officer of the company is liable to such penalty as the Commission shall
specify in the regulation for every day during which the default continues.
172.–(1) A certificate, under the common seal of the company (where
the company has a common seal) or otherwise signed as a deed by the company,
specifying any share held by any member, is a prima facie evidence of the title
of the member to the shares.
(2) If any person changes his position to his detriment in good faith on
the continued accuracy of the statements made in a certificate, the company
shall be estopped from denying the continued accuracy of such statements
and shall compensate the person for any loss suffered by him in reliance on
them and which he would not have suffered had the statements been or
continued to be accurate.

Effect of
share
certificate.

A 112 2020 No. 3 Companies and Allied Matters Act, 2020
(3) Nothing in subsection (2) shall derogate from any right the company
may have to be indemnified by any other person.

  1. The production to a company of any document which is by law
    sufficient evidence of probate of the will, or letters of administration of the
    estate, or confirmation as executor, of a deceased person having been granted
    to some person, shall be accepted by the company as sufficient evidence of
    the grant, notwithstanding anything in its articles to the contrary.
    174.—(1) No company has the power to issue bearer shares.
    (2) For the purposes of this Act, a “bearer share” means a share which
    is represented by a certificate, warrant or other document (in any form or by
    whatever name called) which states or indicates that the bearer of the
    certificate is the owner of the shares.

TRANSFER AND TRANSMISSION

175.—(1) The transfer of a company’s shares shall be by instrument of
transfer and except as expressly provided in the articles, transfer of shares
shall be without restrictions, and instruments of transfer shall include electronic
instrument of transfer.
(2) Notwithstanding anything in the articles of a company, a company
shall not register a transfer of shares in the company, unless a proper instrument
of transfer has been delivered to the company :
Provided that nothing in this section shall prejudice any power of the company
to register as shareholder, any person to whom the right to any share in the
company has been transmitted by operation of law.
(3) The instrument of transfer of any share shall be executed by or on
behalf of the transferor and transferee, and the transferor is deemed to remain
a holder of the share until the name of the transferee is entered in the register
of members in respect of the share.
(4) Subject to any restrictions of a company’s articles as may be
applicable, any member may transfer all or any of his shares by instrument in
writing in any usual or common form or any other form which the directors
may approve.
176.—(1) On the application of the transferor of any share or interest in
a company, the company shall enter, in its register of members, the name of the
transferee in the same conditions as if the application for the entry were made
by the transferee, and register of transfer includes electronic register of transfer.
(2) Until the name of the transferee is entered in the register of members
in respect of the transferred shares, the transferor is, so far as it concerns the
company, deemed to remain the holder of the shares.

Probate, etc.,
as evidence
of grant.

Prohibition
of bearer
shares.

Transfer
of shares.

Entry in
register of
transfers.

Companies and Allied Matters Act, 2020 2020 No. 3 A 113
(3) The company may refuse to register the transfer of a share (not being
a fully paid share) to a person of whom they do not approve, and may also
refuse to register the transfer of a share on which the company has a lien.
(4) The company may refuse to recognise any instrument of transfer
unless—
(a) a fee, as the company may determine, is paid to the company in
respect of the instrument ;
(b) the instrument of transfer is accompanied by the certificate of
the shares to which it relates and such other evidence as the directors
may reasonably require to show the right of the transferor to make the
transfer ; and
(c) the instrument of transfer is in respect of only one class of shares.
177.—(1) If a company refuses to register a transfer of any share, it
shall, within two months after the date on which the transfer was lodged with
it, send notice of the refusal to the transferee.
(2) If default is made in complying with this section, the company and
each officer of the company is liable to such penalty as the Commission shall
specify in the regulation.

  1. A transfer of the share or other interest of a deceased member of
    a company made by his personal representative is, although the personal
    representative is not himself a member of the company, as valid as if he had
    been such a member at the time of the execution of the instrument of transfer.
    179.—(1) In case of the death of a member, the survivor or survivors
    where the deceased was a joint holder, or the legal personal representative of
    the deceased where he was a sole holder, is the only person recognised by the
    company as having any title to his interest in the shares, but nothing in this
    section shall release the estate of a deceased joint holder from any liability in
    respect of any share which had been jointly held by him with other persons.
    (2) Any person becoming entitled to a share in consequence of the death
    or bankruptcy of a member may, upon such evidence being produced as may
    be required by the directors and subject to this section, elect either to be
    registered himself as holder of the share, or to have a person nominated by
    him registered as the transferee of the share, but the company shall, in either
    case, have the same right to decline or suspend registration as they would
    have had in the case of a transfer of the share by that member before his
    death or bankruptcy, as the case may be.
    (3) If the person becoming entitled elects to be registered himself, he
    shall deliver or send to the company a notice in writing signed by him stating
    Notice of
    refusal to
    register.

Transfer by
personal
representative.

Transmission
of shares.

A 114 2020 No. 3 Companies and Allied Matters Act, 2020
that he so elects, and if he elects to have another person registered, he shall
testify his election by executing to that person a transfer of the share in the
prescribed form.
(4) All the limitations, restrictions and provisions of this Act and the
company’s articles relating to the rights to transfer and the registration of
transfers of share, are applicable to any such notice or transfer as mentioned
in subsection (3) as if the death or bankruptcy of the member had not occurred
and the notice or transfer were a transfer signed by that member.
(5) A person becoming entitled to a share by reason of the death or
bankruptcy of the holder, is entitled to the same dividends and other advantages
to which he would be entitled if he were the registered holder of the share,
except that he is not, unless the articles otherwise provide, before being
registered as a member in respect of the share, entitled in respect of it to
exercise any right conferred by membership in relation to meetings of the
company :
Provided that the directors may at any time give notice requiring any such
person to elect either to be registered himself or to transfer the share, and if
the notice is not complied with within 90 days, the directors may thereafter
withhold payment of all dividends, bonuses or other money payable in respect
of the share until the requirements of the notice have been complied with.
180.—(1) Any person claiming to be interested in any share, dividend or
interest on them, may protect his interest by serving on the company concerned
a notice of his interest.
(2) The company shall enter, on the register of members, the fact that
such notice has been served and shall not register any transfer or make any
payment or return in respect of the shares contrary to the terms of the notice
until the expiration of 42 days’ notice to the claimant to the proposed transfer
or payment.
(3) In the event of any default by the company in complying with this
section, the company shall compensate any person injured by the default.
181.—(1) When the holder of any share of a company wishes to transfer
to any person only a part of the shares represented by one or more certificates,
the instrument of transfer together with the relevant certificates shall be
delivered to the company with a request that the instrument of transfer be
recognised and registered and a certificate of transfer shall include a certificate
issued in electronic form.
(2) A company to which a request is made under subsection (1), may
recognise the instrument of transfer by endorsing on it the words, “certificate
lodged” or words to the like effect.

Protection of
beneficiaries.

Certification
of transfers.

Companies and Allied Matters Act, 2020 2020 No. 3 A 115
(3) The recognition by a company of any instrument of transfer of shares
in the company shall be taken as a representation by the company to any
person acting on the faith of the recognition that there have been produced to
the company such documents as on the face of them show a prima facie title
to the shares in the transferor named in the instrument of transfer, but not as
a representation that the transferor has any title to the shares.
(4) Where any person acts on the faith of a false recognition by a
company made negligently, the company shall be under the same liability to
that person as if the recognition has been made fraudulently.
(5) For the purposes of this section—
(a) an instrument of transfer is deemed to be recognised if it bears the
words, “certificate lodged” or words to the like effect ;
(b) the recognition of an instrument of transfer is deemed to be made by
a company if—
(i) the person issuing the instrument is a person authorised to issue
certificated instruments of transfers on the company’s behalf, and
(ii) the recognition is signed by a person authorised to recognise
transfers of shares on the company’s behalf or by any officer or servant
either of the company or of a body corporate so authorised ; and
(c) a recognition is deemed to be signed by any person if—
(i) it purports to be authenticated by his signature or initials (whether
handwritten or not), and
(ii) it is not shown that the signature or initials was or were placed
there by any person other than him or a person authorised to use the
signature or initials for the purpose of transfers on the company’s behalf.
TRANSACTIONS BY COMPANY IN RESPECT OF ITS OWN SHARES
182.—(1) The provisions of this section apply with respect to the
redemption by a company of any redeemable preference share issued by it
under section 147.
(2) The shares are not redeemed unless they are fully paid, and redemption
shall be made only out of—
(a) profits of the company which would otherwise be available for
dividend ; or
(b) the proceeds of a fresh issue of shares made for the purposes of the
redemption.
(3) Before the shares are redeemed, the premium, if any, payable on
redemption, shall be provided for out of the profits of the company or out of
the company’s share premium account.

Redemption
of
redeemable
preference
shares.

A 116 2020 No. 3 Companies and Allied Matters Act, 2020
(4) Where shares are redeemed otherwise than out of the proceeds of a
fresh issue, there shall, out of profits which would otherwise have been
available for dividend, be transferred to a reserve fund, to be called “the capital
redemption reserve account”, a sum equal to the nominal amount of the shares
redeemed, and the provisions of this Act relating to the reduction of the share
capital of a company shall, except as provided in this section, apply as if the
capital redemption reserve fund were paid-up share capital of the company.
(5) Subject to the provisions of this section, the redemption of preference
shares may be effected on such terms and in such manner as are provided by
the articles of the company or in the terms of issue of the relevant preference
shares.
(6) The redemption of preference shares under this section by a company
shall not be taken as reducing the amount of the company’s share capital.
(7) The capital redemption reserve fund may, notwithstanding anything
in this section, be applied by the company in paying up unissued shares of the
company to be issued to members of the company as fully paid bonus shares.
(8) Any redeemable share issued by a company is regarded as a
preference share and the provisions of this Act with respect to preference
shares shall apply to all redeemable shares.
183.—(1) In this section—
(a) “financial assistance” means a gift, guarantee, any form of security
or indemnity, a loan or any form of credit or any other financial assistance
given by a company, the net assets of which are thereby reduced by up to
50%, or which has no net assets ;
(b) “net assets” means the aggregate of the company’s assets, less the
aggregate of its liabilities (“liabilities” to include any charges or provision
for liabilities in accordance with the applicable accounting standards applied
by the company in relation to its accounts).
(2) Subject to the provisions of this section—
(a) where a person is acquiring or is proposing to acquire shares in a
company, it shall not be lawful for the company or any of its subsidiaries to
give financial assistance directly or indirectly for the purpose of that
acquisition before or at the same time as the acquisition takes place ; and
(b) where a person has acquired shares in a company and any liability
has been incurred (by that or any other person), for the purpose of this
acquisition, it shall not be lawful for the company or any of its subsidiaries
to give financial assistance directly or indirectly for the purpose of reducing
or discharging the liability so incurred.

Prohibition
of financial
assistance by
company for
acquisition
of its shares.

Companies and Allied Matters Act, 2020 2020 No. 3 A 117
(3) Nothing in subsection (1) of this section shall be taken to prohibit—
(a) the lending of money by the company in the ordinary course of its
business, where the lending of money is part of the ordinary business of a
company ;
(b) the provision by a company, in accordance with any scheme for the

time being in force, of money for the purchase of, or subscription for, fully-
paid shares in the company or its holding company, being a purchase or

subscription by trustees of or for shares to be held by or for the benefit of
employees of the company, including any director holding a salaried
employment or office in the company ;
(c) the making by a company of loans to persons, other than directors,
bona fide in the employment of the company with a view to enabling those
persons to purchase or subscribe for fully-paid shares in the company or its
holding company, to be held themselves by way of beneficial ownership ;
(d) any act or transaction otherwise authorised by law including—
(i) a distribution of a company’s assets by way of dividend lawfully
made or a distribution made in the course of the company’s winding-up,
(ii) the allotment of bonus shares,
(iii) a reduction of capital confirmed by order of the court under this
Act, and
(iv) a redemption or purchase of shares ;
(e) anything done in pursuance of an order of the court under a scheme
of arrangement ; a scheme of merger or any other scheme or restructuring
of a company done with the sanction of the Court ; or
(f ) an assistance given by a company where its principal purpose in
giving the assistance is not to reduce or discharge any liability incurred by a
person for the purpose of the acquisition of shares in the company or its
holding company, or the reduction or discharge of any such liability, but an
incidental part of some larger purpose of the company, and the assistance
is given in good faith in the interests of the company.
(4) This section does not prohibit a private company from giving financial
assistance in a case where the acquisition of shares in question is or was an
acquisition of shares in the company or, if it is a subsidiary of another private
company, in that other company, provided that—
(a) the financial assistance may only be given if the company has net
assets which are not thereby reduced or to the extent that they are reduced,
if the assistance is provided out of distributable profits ;
(b) the giving of assistance under this section must be approved by special
resolution of the company in general meeting ; and

A 118 2020 No. 3 Companies and Allied Matters Act, 2020
(c) the directors of the company proposing to give the financial assistance
and, where the shares acquired or to be acquired are shares in its holding
company, the directors of that holding company shall, before the financial
assistance is given, make a statutory declaration in a form prescribed by
the Commission.
(5) If a company acts in contravention of this section, the company and
every officer of the company who is in default shall be liable to such penalty
as the Commission shall specify by regulation.
(6) A Company may accept from any shareholder, a share in the
Company, surrendered to it as a gift, but may not extinguish or reduce a liability
in respect of an amount unpaid on any such share, except in accordance with
section 131 of this Act.
184.—(1) A limited liability company may purchase its own shares
including redeemable shares provided that—
(a) a company may only purchase its own shares if so permitted by its
articles ;
(b) the shareholders shall, by special resolution, approve the acquisition
by the company of the shares that it intends to purchase ;
(c) only fully paid up shares of a company may be purchased by the
company, and the terms of purchase shall provide for payment for the
purchase ;
(d) within seven days after the passing of the special resolution referred
to in paragraph (b), the company shall cause to be published in two national
newspapers, a notice of the proposed purchase by the company of its own
shares ;
(e) within 15 days after the publication in two national newspapers, the
directors of the company shall make and file with the Commission, a statutory
declaration of solvency, to the effect that the company is solvent and can
pay its debts as they fall due, and that after the purchase of its shares, the
company shall remain solvent and can pay its debts as they fall due ;
(f ) a company may not under this section purchase its shares if, as a
result of the purchase, there would no longer be any issued shares of the
company other than redeemable shares or shares held as treasury shares.
(2) Within a period of six weeks following the publication in two national
newspapers, any of the company’s creditors may make an application to the
Court for an order cancelling the resolution and a dissenting shareholder who
did not vote in favour of the share buyback shall also have the right to seek an
order of court cancelling the resolution.

Acquisition
by a
company of
its own
shares.

Companies and Allied Matters Act, 2020 2020 No. 3 A 119
(3) The ability of the company to proceed with the share buyback shall
depend on the order of the court, where applicable.
(4) For the purpose of determining a company’s creditors under this
section, service providers whose fees are not yet due shall be excluded.
(5) Where a company holds shares as treasury shares, the company
shall be entered in the register of members as the member holding those
shares.

  1. Where a company buys back its shares, payment for the share
    buyback shall be made from the distributable profits of the company.
  2. A company may buy back its shares—
    (a) from the existing shareholders or security holders on a proportionate
    basis ;
    (b) from the existing shareholders in a manner permitted pursuant to a
    scheme of arrangement sanctioned by the court ;
    (c) from the open market ; and
    (d) by purchasing the securities issued to employees of the company
    pursuant to a scheme of stock option or any other similar scheme.
    187.—(1) A company shall not hold more than 15% of the nominal
    value of the issued share capital of any class of its shares as treasury shares.
    (2) Where a company buys back more than 15% of the issued share
    capital of any class of its shares, the company shall, before the end of 12
    months beginning with the date on which that contravention occurs—
    (a) reissue,
    (b) cancel, or
    (c) reissue and cancel such number of shares that will ensure that the
    company holds not more than 15% of the issued share capital of any class
    of its shares as treasury shares upon the completion of the transaction.
    (3) Notwithstanding anything contained in section 142, a company
    shall not exercise any right in respect of the treasury shares (including any
    right to attend or vote at meetings) and any purported exercise of such a
    right shall be void.
    (4) No dividend shall be paid, and no other distribution (whether in cash
    or otherwise) of the company’s assets (including any distribution of assets to
    members on a winding-up) shall be made to the company, in respect of the
    treasury shares.

Payment for
share
buyback.
Persons
from who
shares can
be bought
back.

Limit on
number of
shares
acquired.

A 120 2020 No. 3 Companies and Allied Matters Act, 2020
(5) Nothing in this section prevents an allotment of shares as fully paid
bonus shares in respect of the treasury shares, or the payment of any amount
payable on the redemption of the treasury shares (if they are redeemable
shares).
(6) Shares allotted as fully paid bonus shares in respect of the treasury
shares shall be treated as if purchased by the company at the time they were
allotted.
188.—(1) A contract with a company providing for the acquisition by
the company of shares in the company is specifically enforceable against the
company, except to the extent that the company cannot perform the contract
without thereby being in breach of the provisions of section 184.
(2) In any action brought on a contract referred to in subsection (1), the
company shall have the burden of proving that performance of the contract is
prevented by the provisions of section 184.

  1. Where shares are held as treasury shares, the company may at
    any time—
    (a) sell the shares (or any of them) for a cash consideration, or
    (b) transfer the shares (or any of them) for the purpose of or pursuant to
    an employees’ share scheme.
    190.—(1) A company which is a subsidiary may acquire shares in its
    holding company where the subsidiary company is concerned as personal
    representative or trustee, unless the holding company or any subsidiary of it is
    beneficially interested otherwise than by way of security for the purposes of a
    transaction entered into by it in the ordinary course of a business which includes
    the lending of money.
    (2) A subsidiary which is, at the commencement of this Act, a holder of
    shares of its holding company or a subsidiary which acquired shares in its
    holding company before it became a subsidiary of that holding company, may
    continue to hold such shares but, subject to subsection (1), shall have no right
    to vote at meetings of the holding company or any class of shareholders of the
    holding company and shall not acquire any future shares in it except on a
    capitalisation issue.
    (3) Where a public company, or a nominee of a public company, acquires
    shares in the company, and those shares are shown in a balance sheet of the
    company as an asset, an amount equal to the value of the shares shall be
    transferred out of profits available for dividend to a reserve fund and shall not
    be available for distribution.

Enforceability
of contract
to acquire
shares.

Re-issue of
shares
acquired.

Acquisition
of shares of
holding
company.

Companies and Allied Matters Act, 2020 2020 No. 3 A 121

CHAPTER 9—DEBENTURES
CREATION OF DEBENTURE AND DEBENTURE STOCK

  1. A company may borrow money for the purpose of its business or
    objects and may mortgage or charge its undertaking, property and uncalled
    capital, or any part thereof, and issue debentures, debenture stock and other
    securities whether outright or as security for any debt, liability or obligation of
    the company or of any third party.
    192.—(1) Every company shall, within 60 days after the allotment of
    any of its debentures or after the registration of the transfer of any debentures,
    deliver to the registered holder thereof, the debenture or a certificate of the
    debenture stock under the common seal of the company (if the company has
    a common seal) or otherwise executed as a deed by the company.
    (2) If a debenture or debenture stock certificate is defaced, lost or destroyed,
    the company, at the request of the registered holder of the debenture, shall issue
    a certified copy of the debenture or renew the debenture stock certificate on
    payment of a fee as the company may determine and on such terms as to
    evidence and indemnity and the payment of the company’s out-of- pocket
    expenses of investigating evidence, as the company may reasonably require.
    (3) If default is made in complying with this section, the company and
    any officer of the company who is in default, is liable to such fine as the
    Commission shall specify in the regulation, and on application by any person
    entitled to have the debentures or debenture stock certificate delivered to him,
    the Court may order the company to deliver the debenture or debenture stock
    certificate and may require the company and any such officer to bear all the
    costs of and incidental to the application.
  2. Every debenture shall include a statement on the following
    matters—
    (a) the principal amount borrowed ;

(b) the maximum discount which may be allowed on the issue or re-
issue of the debentures, and the maximum premium at which the debentures

may be made redeemable ;
(c) the rate of and the dates on which interest on the debentures issued
shall be paid and the manner in which payment shall be made ;
(d) the date on which the principal amount shall be repaid or the manner
in which redemption shall be effected, whether by the payment of instalments
of principal or otherwise ;
(e) in the case of convertible debentures, the date and terms on which
the debentures may be converted into shares and the amounts which may
Power to
borrow
money, to
charge
property
and to issue
debentures.
Documents
of title to
debentures
or certificate
of debenture
stock.

Statements
to be
included in
debentures.

A 122 2020 No. 3 Companies and Allied Matters Act, 2020
be credited as paid up on those shares, and the dates and terms on which
the holders may exercise any right to subscribe for shares in respect of the
debentures held by them ; and
(f ) the charges securing the debenture and the conditions subject to
which the debenture shall take effect.
194.—(1) Statements made in debenture or debenture stock certificates
is prima facie evidence of the title to the debentures of the person named
therein as the registered holder and of the amounts secured thereby.
(2) If any person changes his position to his detriment in reliance in good
faith on the continued accuracy of any statement made in the debenture or
debenture stock certificate, the company shall be estopped in favour of such
person from denying the continued accuracy of such statements and shall
compensate such person for any loss suffered by him in reliance thereon,
which he would not have suffered had the statement been or continued to be
accurate, but nothing in this subsection shall derogate from any right the
company may have to be indemnified by any other person.

  1. A contract with a company to take up and pay for any debenture of
    the company may be enforced by an order for specific performance.

TYPES OF DEBENTURES

  1. A company may issue perpetual debentures, and a condition
    contained in any debenture, or in any deed for securing any debentures, shall
    not be invalid by reason only that the debentures are made irredeemable or
    redeemable only on the happening of a contingency, however remote, or on
    the expiration of a period, however long, any rule of equity to the contrary
    notwithstanding.
  2. Debentures may be issued upon the terms that in lieu of redemption
    or repayment, they may, at the option of the holder or the company, be converted
    into shares in the company upon such terms as may be stated in the debentures.
    198.—(1) Debentures may either be secured by a charge over the
    company’s property or may be unsecured by any charge.
    (2) Debentures may be secured by a fixed charge on certain of the
    company’s property or a floating charge over the whole or a specified part of
    the company’s undertaking and assets, or by both a fixed charge on certain
    property and a floating charge.
    (3) A charge securing debentures shall become enforceable on the
    occurrence of the events specified in the debentures or the deed securing
    the same.

Effect of
statements
in
debentures.

Enforcement
of contracts
relating to
debentures.
Perpetual
debentures.

Convertible
debentures.
Secured or
unsecured
debentures.

Companies and Allied Matters Act, 2020 2020 No. 3 A 123
(4) Where legal proceedings are brought by a debenture holder to enforce
the security of a series of debentures of which he holds part, the debenture
holder shall sue in a representative capacity on behalf of himself and all other
debenture holders of that series.

  1. A company limited by shares may issue debentures which are, or
    at the option of the company are, liable to be redeemed.
    200.—(1) Where either before or after the commencement of this Act,
    a company has redeemed any debenture previously issued, unless—
    (a) any provision, express or implied, to the contrary is contained in the
    articles or in any contract entered into by the company ; or
    (b) the company has, by passing a resolution to that effect or by some
    other act, manifested its intention that the debentures shall be cancelled,
    the company shall have, and shall be deemed always to have had, power to
    re-issue the debentures, either by re-issuing the same debentures or by
    issuing other debentures in their place.
    (2) On a re-issue of redeemed debentures, the person entitled to the
    debentures, shall have, and shall be deemed always to have had, the same
    priorities as if the debentures had never been redeemed.
    (3) Where a company has, either before or after the commencement of
    this Act, deposited any of its debentures to secure advances, from time to
    time, on current account or otherwise, the debenture shall not be deemed to
    have been redeemed by reason only of the account of the company having
    ceased to be in debit, whilst the debentures remained so deposited.
    (4) The re-issue of a debenture or the issue of another debenture in its
    place under this section shall be treated as the issue of a new debenture for
    the purposes of stamp duty, but it shall not be so treated for the purposes of
    any provision limiting the amount or number of debentures to be issued.
    (5) Any person lending money on the security of a debenture re-issued
    under this section which appears to be duly stamped, may give the debenture
    in evidence in any proceeding for enforcing his security without payment of
    the stamp duty or any penalty in respect thereof, unless he had notice of, or
    but for his negligence, might have discovered, that the debenture was not duly
    stamped, but in any such case the company is liable to pay the proper stamp
    duty and penalty.
    (6) Nothing in this section shall prejudice any power to issue debentures
    in place of any debenture paid off or otherwise satisfied or extinguished which,
    by its debentures or the securities for the same, is reserved to a company.

Redeemable
debentures.

Power to re-
issue

redeemed
debentures in
certain cases.

A 124 2020 No. 3 Companies and Allied Matters Act, 2020
201.—(1) The trustee of a debenture trust deed shall hold all contracts,
stipulations and undertakings given to him and all mortgages, charges and
securities vested in him in connection with the debentures covered by the
deed, or some of those debentures, exclusively for the benefit of the debenture
holders concerned (except in so far as the deed otherwise provides) and the
trustee shall exercise due diligence in respect of the enforcement of those
contracts, stipulations, undertakings, mortgages, charges and securities and
the fulfillment of his functions generally.
(2) A debenture holder may sue—
(a) the company which issued the debentures he holds for payment of
any amount payable to him in respect of the debentures ; or
(b) the trustee of the debenture trust deed covering the debentures he
holds for compensation for any breach of the duties which the trustee owes
him, and in any such action, it shall not be necessary for any other debenture
holder of the same class, or if the action is brought against the company, the
trustee of the covering trust deed, to be joined as a party.
(3) This section applies notwithstanding anything contained in a debenture
or trust deed or other instrument, but a provision in a debenture or trust deed
is valid and binding on all the debenture holders of the class concerned in so
far as it enables a meeting of the debenture holders by a resolution supported
by the votes of the holders of at least three quarters in value of the debentures
of that class in respect of which votes are cast on the resolution to—
(a) release any trustee from liability for any breach of his duties to the
debenture holders which he has already committed, or generally from liability
for all such breaches (without necessarily specifying them) upon his ceasing
to be trustee ;
(b) consent to the alteration or abrogation of any of the rights, powers or
remedies of the debenture holders and the trustee of the debenture trust
deed covering their debentures (except the powers and remedies under
section 233 ; or
(c) consent to the substitution for the debentures of a different class
issued by the company or any other company or corporation, or the
cancellation of the debentures in consideration of the issue to the debenture
holders of shares credited as fully paid in the company or any other company.
202.—(1) The terms of any debenture or trust deed may provide for the
convening of general meetings of the debenture holders and for the passing, at
such meetings, of a resolution binding on all the holders of the debentures of
the same class.

Rights of
debenture
holders.

Meetings of
debenture
holders.

Companies and Allied Matters Act, 2020 2020 No. 3 A 125
(2) Whether or not the debenture or trust deed contain such provisions
as are referred to in subsection (1), the Commission may at any time direct a
meeting of the debenture holders of any class to be held and conducted in
such manner as the Commission deems fit to consider ancillary or consequential
direction as it shall deems fit.
(3) Notwithstanding anything contained in a debenture trust deed, or in
any debenture, contract or instrument, the trustee of a debenture deed shall,
on the requisition of persons holding, at the date of the deposit of the acquisition
debentures covered by the trust deed which carry at least one-tenth of the
total voting rights attached to all the issued and outstanding debentures of that
class, proceed to convene a meeting of that class of debenture holders.

FIXED AND FLOATING CHARGES

203.—(1) A “floating charge” means an equitable charge over the whole
or a specified part of the company’s undertakings and assets, including cash and
uncalled capital of the company both present and future, but so that the charge
shall not preclude the company from dealing with such assets until—
(a) the security becomes enforceable and the holder thereof, pursuant
to a power in that behalf in the debenture or the deed securing the same,
appoints a receiver or manager or enters into possession of such assets ; or
(b) the Court appoints a receiver or manager of such assets on the
application of the holder ; or
(c) the company goes into liquidation.
(2) On the happening of any of the events mentioned in subsection (1),
the charge shall be deemed to crystallise and become a fixed equitable charge
on such of the company’s assets as are subject to the charge, and if a receiver
or manager is withdrawn with the consent of the chargee, or the chargee
withdraws from possession before the charge has been fully discharged, the
charge shall thereupon be deemed to cease to be a fixed charge and again to
become a floating charge.

  1. A fixed charge on any property shall have priority over a floating
    charge affecting that property, unless the terms on which the floating charge
    was granted prohibits the company from granting any later charge having
    priority over the floating charge and the person in whose favour such later
    charge was granted had notice of that prohibition at the time when the charge
    was granted to him :
    Provided that a person is deemed to have notice of such prohibition in a floating
    charge where a notice indicating the existence of such prohibition is registered
    with the Commission.

Meaning of
floating and
fixed
charges.

Priority of
fixed over
floating
charge.

A 126 2020 No. 3 Companies and Allied Matters Act, 2020
205.—(1) Whenever a fixed or floating charge has become enforceable,
the Court may appoint a receiver and in the case of a floating charge, a
receiver and manager of the assets subject to the charge.
(2) In the case of a floating charge, the Court may, notwithstanding that
the charge has not become enforceable, appoint a receiver or manager if it is
satisfied that the security of the debenture holder is in jeopardy, and the security
of the debenture holder shall be deemed to be in jeopardy if the Court is
satisfied that events have occurred or are about to occur which render it
unreasonable in the interests of the debenture holder that the company should
retain power to dispose of its assets.
(3) A receiver or manager shall not be appointed as a means of enforcing
debentures not secured by any charge.

  1. Where a receiver or manager is appointed by the Court,
    advertisement to this effect shall be made by the receiver or the receiver and
    manager in the Federal Government Gazette and in two daily newspapers.
    207.—(1) Where a receiver is appointed on behalf of the holders of any
    debenture of a registered company secured by a floating charge, or possession
    is taken by, or on behalf of those debenture holders of any property comprising
    of subject to the charge, then if the company is not at the time in the course of
    being wound up, the debts which in every winding-up are under the provisions
    relating to preferential payments in section 657 to be paid in priority to all
    other debts, shall be paid out of any assets coming to the hands of the receiver
    or other person taking possession in priority to any claim for principal or interest
    in respect of the debentures.
    (2) In the application of the provisions relating to preferential payments—
    (a) section 657 shall be construed as if the provision for payment of
    accrued holiday remuneration becoming payable on the termination of
    employment before or by the effect of the winding-up order or resolution,
    were a provision for payment of such remuneration becoming payable on
    the termination of employment before or by the effect of appointment of
    the receiver or possession being taken ; and
    (b) the periods of time mentioned is reckoned from the date of the
    appointment of the receiver or of possession being taken, as the case may
    be, and if such date occurred before the commencement of this Act, the
    provisions relating to preferential payments which would have applied but
    for this Act, shall be deemed to remain in full force.
    (3) Any payment made under this section shall be recouped as far as may
    be out of the assets of the company available for payment of general creditors.

Powers of
the court to
appoint
receiver or
manager.

Advertisement
of
appointment
of receiver
and manager.
Preferential
payment to
debenture
holders in
certain cases.

Companies and Allied Matters Act, 2020 2020 No. 3 A 127
(4) Notwithstanding any provision in this Act or any other law to the
contrary, the holder of a fixed charge shall have priority over other debts of
the company including preferential debts.
DEBENTURE TRUST DEED

208.—(1) Every company which offers debentures to the public for
subscription or purchase shall, before issuing any of the debentures, execute a
debenture trust deed in respect of them and procure the execution of the deed
by the trustee for the debenture holders appointed by the deed.
(2) No debenture trust deed shall cover more than one class of debentures,
whether or not the trust deed is required by this section to be executed.
(3) Where a trust deed is required to be executed by this section but has
not been executed, the Court, on the application of a debenture holder concerned,
may—
(a) order the company to execute a trust deed ;
(b) direct that a person nominated by the Court to be appointed as a
trustee ; and
(c) give such consequential directions as it deems fit, as to the contents
of the trust deed and its execution by the trustee.
(4) For the purposes of this Act, debentures shall belong to different
classes if different rights attach to them in respect of—
(a) the rate of, or dates for payment of, interest ;
(b) the dates when, or the instalments by which, the principal of the
debenture shall be repaid, unless the difference is solely that the class of
debentures shall be repaid during a stated period of time and particular
debentures may be repaid at different dates during that period according to
selections made by the company or by drawings, ballot or otherwise ;
(c) any right to subscribe for or convert the debentures into shares in, or
other debentures of, the company or any other company ; or
(d) the powers of the debenture holders to realise any security.
(5) Debentures further belong to different classes, if they do not rank
equally for payment when any security invested in the debenture holders under
any trust deed is realised or when the company is wound up, if, in the
circumstances mentioned in subsection (4) the subject matter of any such
security or the proceeds, or any assets available to satisfy the debentures, is
or are not to be applied in satisfying the debentures strictly in proportion to the
amount of principal, premiums and arrears of interest to which the holders of
them are respectively entitled.

Execution of
debenture
trust deed.

A 128 2020 No. 3 Companies and Allied Matters Act, 2020
(6) A debenture is covered by a trust deed if the holder of the debenture
is entitled to —
(a) participate in any money payable by the company under the deed ; or
(b) the benefit of any mortgage, charge or security created by the deed,
whether alone or together with other persons.
(7) If a company issues debentures in circumstances in which this section
requires a debenture trust deed to be executed, without such a deed having
been executed in compliance with this section, or if the company issues
debentures under a trust deed which covers two or more classes of debentures,
the directors of the company who are in default commit an offence and are
liable jointly on conviction to such fine as the court deems fit and in addition,
the directors of the company shall be jointly severally liable to such fines as
the Commission shall specify in the regulation.
209.—(1) Every debenture trust deed, whether required by section 208
or not, shall state—
(a) the maximum sum which the company may raise by issuing debentures
of the same class ;

(b) the maximum discount which may be allowed on the issue or re-
issue of the debentures, and the maximum premium at which the debentures

may be made redeemable ;
(c) the nature of any asset over which a mortgage, charge or security is
created by the trust deed in favour of the trustee for the benefit of the
debenture holders equally, and except where such a charge is a floating
charge, the identity of the assets subject to it ;
(d) the nature of any asset over which a mortgage, charge or security
has been or will be created in favour of any person other than the trustee
for the benefit of the debenture holders equally, and except where such a
charge is a floating charge, the identity of the assets subject to it ;
(e) whether the company has created or will create any mortgage, charge
or security for the benefit of some, but not all, of the holders of debentures
issued under the trust deed ;
(f ) any prohibition or restriction on the power of the company to issue
debentures or create mortgages, charges or any security on any of its assets
ranking in priority to, or equally with the debentures issued under the trust
deed ;
(g) whether the company has power to acquire debentures issued under
the trust deed before the date of their redemption and to re-issue the
debentures ;

Contents of
debenture
trust deed.

Companies and Allied Matters Act, 2020 2020 No. 3 A 129
(h) the rate of, and the dates on which, interest on the debentures
issued under the trust deed shall be paid and the manner in which
payment may be made ;
(i) the date or dates on which the principal or the debentures issued under
the trust deed shall be repaid or redeemed, and unless the whole principal is
to be repaid to all the debenture holders at the same time, the manner in
which redemption is effected, whether by the payment of equal instalments
of principal in respect of each debenture, or by the selection of debentures
for redemption by the company, or by drawing, ballot, or otherwise ;
(j) in the case of convertible debentures, the dates and terms on which
the debentures may be converted into shares and the amounts which may
be credited as paid up on those shares in the right of the debentures held by
them ;
(k) the circumstances in which the debenture holders are entitled to
realise any mortgage, charge or security vested in the trustee or any other
person for their benefit (other than the circumstances in which they are
entitled to do so by this Act) ;
(l) the powers of the company and the trustee to call meetings of the
debenture holders and the rights of debenture holders to require the company
or the trustee to call such meetings ;
(m) whether the rights of debenture holders may be altered or abrogated
and if so, the conditions which shall be fulfilled, and the procedure which
shall be followed, to effect such an alteration or abrogation ;
(n) the amount or rate of remuneration to be paid to the trustee and the
period for which it is paid, and whether it is paid in priority to the principal,
interest and costs in respect of debentures issued under the trust deed; and
(o) provisions for the replacement of the trustee if required.
(2) If debentures are issued without a covering debenture trust deed being
executed, the statements required by subsection (1) shall be included in each
debenture or in a note forming part of the same document or endorsed thereon,
and in applying that subsection references to the debenture trust deed shall
be construed as references to all or any of the debentures of the same class.
(3) Subsection (2) shall not apply if the debenture is the only debenture
of the class to which it belongs which has been or may be issued, and the
rights of the debenture holder may not be altered or abrogated without his
consent.
(4) Any director who issues a debenture in violation of the provisions of
this section is liable to such fines as the Commission shall specify in the
regulation.

A 130 2020 No. 3 Companies and Allied Matters Act, 2020
210.—(1) Every debenture covered by a debenture trust deed shall
state, either in the body or in a note forming part of the same document or
endorsed therein—
(a) the matters required to be stated in a debenture trust deed by section
209 (1) (a), (b), (f ), (h), (i), (j), (l) and (m) ;
(b) whether the trustee of the covering debenture trust deed holds the
mortgages, charges and securities vested in him by the trust deed in trust
for the debenture holders equally, or in trust for some only of the debenture
holders, and if so, which debenture holders ; and
(c) whether the debenture is secured by a floating charge vested in the
trustee of the covering debenture trust deed or in the debenture holders.
(2) A debenture issued by a company shall state on its face in legible
print, that it is unsecured if no mortgage, charge or security is vested in the
holder of the debenture or in any other person for his benefit as security for
payment of principal or interest.
(3) Any director of a company who issues a debenture in violation of the
provisions of subsections (1) and (2) is liable to such fines as the Commission
shall specify in the regulation.
211.—(1) Whether or not a debenture is secured by a charge over the
company’s property, there may be created in relation to such debenture, a
trust deed appointing trustees for the debenture holders.
(2) It is the duty of such trustee to safeguard the rights of the debenture
holders and, on behalf of and for the benefit of the debenture holders, exercise
the rights, powers and discretions conferred upon him by the trust deed.
(3) Charges securing the debentures may be created in favour of the
debenture holders by vesting them in the trustees.
(4) Any provision contained in a trust deed or in any contract with the
holders of debentures secured by a trust deed is void if it would have the
effect of exempting a trustee from, or indemnifying him against, liability for
any breach of trust or failure to show the degree of care and diligence required
of him as trustee having regard to the powers, authorities or discretions
conferred on him by the trust deed.
(5) In subsection (4), nothing is deemed to invalidate any release otherwise
validly given in respect of anything done or omitted to be done by a trustee on
the agreement to such release of a majority of at least three quarters in value
of the debenture holders present in person, or where proxies are permitted, by
proxy at a meeting summoned for the purpose.

Contents of
debenture
covered by
trust deed.

Trustees for
debenture
holders.

Companies and Allied Matters Act, 2020 2020 No. 3 A 131
(6) Notwithstanding any provision contained in the debentures or trust
deed, the Court may, on the application of any debenture holder or of the
Commission, remove any trustee and appoint another in his place if satisfied
that such trustee has interests which conflicts or may conflict with those of
the debenture holders or that for any reason it is undesirable that such trustee
should continue to act :
Provided that where any such application is made by a debenture holder,
the Court if it deems fit, may order the applicant to give security for the
payment of the costs of the trustee and may direct that the application be
heard in Chambers.
212.—(1) A person is not qualified for appointment as a trustee of a
debenture trust deed if he is—
(a) an officer or employee of the company which issues debentures
covered by the trust deed or of a company in the same group of companies
as the company issuing debentures ;
(b) less than 18 years of age ;
(c) of unsound mind and has been so found by a court in Nigeria or
elsewhere ;
(d) an undischarged bankrupt ; or
(e) disqualified under section 283 from being appointed as a director of a
company, but a corporation shall not be disqualified from being appointed
as a trustee.
(2) If a trustee becomes subject to any of the disqualifications mentioned
in subsection (1) after he has been appointed, he shall immediately cease to
be qualified to act as a trustee of the debenture trust deed.
(3) Any person who acts as a trustee of a debenture trust deed whose
appointment is invalid under subsection (1) or who is disqualified from acting
under subsection (2), commits an offence and is liable on conviction as the
Court deems fit, or to such fines as the Commission shall specify in the
regulation.
213.—(1) Subject to the provisions of this section, anything contained in
a trust deed for securing an issue of debentures, or in any contract with the
holders of debentures secured by a trust deed, is void if it would have the
effect of exempting a trustee from or indemnifying him against liability for
breach of trust, where he fails to show the degree of care and diligence required
of him as trustee, having regard to the provisions of the trust deed conferring
on him any power, authorities or discretion.

Disqualifica-
tion for

appointment
as trustee of
debenture
trust deed.

Liability of
trustees for
debenture
holders.

A 132 2020 No. 3 Companies and Allied Matters Act, 2020

(2) Subsection (1) does not invalidate—
(a) any release validly given in respect of anything done or omitted to be
done by a trustee before the giving of the release ; or
(b) any provision enabling such a release to be given—
(i) on the agreement of a majority of not less than three quarters
in value of the debenture holders present and voting in person or,
where proxies are permitted, by proxy at a meeting summoned for
that purpose, and
(ii) either with respect to specific acts or omissions or on the trustee
dying or ceasing to act.
(3) Subsection (1) does not operate to—
(a) invalidate any provision in effect at the commencement of this Act
in any such trust deed or contract, provided that any person entitled to the
benefit of that provision, or afterwards given the benefit thereof under
subsection (4), remains a trustee of the trust deed in question ; or
(b) deprive any person of any exemption or right to be indemnified in
respect of anything done or omitted to be done by him, while any such
provision was in effect.
(4) While any trustee of a trust deed remains entitled to the benefit
of a provision exempted by subsection (3), the benefit of that provision
may be given—
(a) to all trustees of the deed, present and future ; or
(b) to any named trustee or proposed trustee, by a resolution, passed by
a majority of at least three-quarters in value of the debenture holders present
in person or, where proxies are permitted by proxy at a meeting summoned
for that purpose in accordance with the provisions of the trust deed or, if
the trust deed makes no provision for summoning meetings, a meeting
summoned for that purpose in any manner approved by the Court.
214.—(1) Except as expressly provided in the terms of any debenture,
debentures shall be transferable without restriction by a written transfer in
any usual or common form, or any other form which the directors of the
company may approve, and that the transferee is entitled to the debenture and

to the money secured thereby without regard to any equity, set-off or cross-
claim between the company and the original, or any intermediate, holder.

(2) The terms of any debenture may impose restrictions of any nature
on the transferability of debentures, including power for the company to
refuse to register any transfer and provisions for compulsory acquisition or
rights of first refusal in favour of other debenture holders, or members or
officers of the company :

Restrictions
on
transferability
of
debentures.

Companies and Allied Matters Act, 2020 2020 No. 3 A 133
Provided that if any restriction is imposed on the right to transfer any debenture,
notice of the restriction shall be endorsed on the face of the debenture or
debenture stock certificate and in the absence of such endorsement, the
restriction shall be ineffective as regards any transferee for value, whether or
not he has notice of the restriction.
PROVISIONS AS TO COMPANY’S REGISTER OF CHARGES, DEBENTURE HOLDERS
AND AS TO COPIES OF INSTRUMENTS CREATING CHARGES

  1. Every company shall cause a copy of every instrument creating
    any charge requiring registration under this Part to be kept at the registered
    office of the company, but, in the case of a series of uniform debentures, a
    copy of one debenture of the series is sufficient.
    216.—(1) Every company shall keep, at the registered office of the
    company, a register of charges and enter therein all charges specifically
    affecting property of the company and all floating charges on the undertaking
    or any property of the company, giving in each case a short description of the
    property charged, the amount of the charge, and, except in the case of securities
    to bearer, the names of the persons entitled thereto.
    (2) If any officer of the company knowingly and willfully authorises or
    permits the omission of any entry required to be made under this subsection,
    he is liable to such fines as the Commission shall specify in the regulation.
    217.—(1) The copies of instruments creating any charge requiring
    registration under this Part with the Commission and the register of charges
    kept under section 216 of this Act, shall be open during business hours (but
    subject to such reasonable restrictions as the company in general meeting
    may impose, so that at least two hours in each day shall be allowed for
    inspection) to inspection by any creditor or member of the company without
    fee and the register of charges shall also be open to inspection by any other
    person on payment of such fee as the Commission shall determine or such
    less sum as may be prescribed by the company for each inspection, as the
    company may prescribe :
    Provided that the Commission may request for and obtain such copy without
    any restriction or charge.
    (2) If inspection of copies of instruments creating charges or of the
    register is refused, each officer of the company who is in default is liable to
    such fines as the Commission shall specify in the regulation for every day
    during which the refusal continues.
    (3) If any such refusal occurs, the Court may by order compel an
    immediate inspection of the copies of instruments or register.

Company to
keep copies
of
instruments
creating
charges.
Company’s
register of
charges.

Inspection
of register
and copies
of
instrument.

A 134 2020 No. 3 Companies and Allied Matters Act, 2020
218.—(1) A company which issues or has issued debentures shall
maintain a register of the holders.
(2) The register shall contain the—
(a) names and addresses of the debenture holders ;
(b) principal of the debentures held by each of them ;
(c) amount or the highest amount of any premium payable on redemption
of the debentures ;
(d) issue price of the debenture and the amount paid up on the issue
price ;
(e) date on which the name of each person was entered on the register
as a debenture holder ; and
(f ) date on which each person ceased to be a debenture holder.
(3) The entry required under this section shall be made within 30 days of
the conclusion of the agreement with the company to become a debenture
holder or within 30 days of the date at which he ceases to be one.
219.—(1) Every register of holders of debentures of a company shall,
except when duly closed (but subject to such reasonable restrictions as the
company may in general meeting impose, so that at least two hours in each
day shall be allowed for inspection), be open to the inspection of the registered
holder of such debentures or any holder of shares in the company without fee,
and of any other person on payment of such fee as the Commission shall
determine or such less sum as may be prescribed by the company :
Provided that the Commission may at any time during working hours request
for and obtain such copy without any restriction or charge.
(2) Any such registered holder of debentures or any other person may
require a copy of the register of the holders of debentures of the company or
any part thereof on payment of such fee as the Commission shall determine or
such less sum as may be prescribed by the company.
(3) A copy of any trust deed for securing any issue of debentures shall be
duly endorsed by an officer of the company and forwarded to every holder of
such debentures at his request on payment in the case of a printed trust deed, of
the sum of such fee as the Commission shall determine or such less sum as may
be prescribed by the company, or, where the trust deed has not been printed, on
payment of such fee as the Commission shall determine or such less sum as
may be prescribed by the company for every page required to be copied.
(4) If inspection is refused, or a copy is refused or not forwarded, the
company and every officer of the company who is in default is liable to such
fine as the Commission shall specify in the regulation for every day during
which the default continues.

Register of
debenture
holders.

Inspection
of register of
debentures,
etc.

Companies and Allied Matters Act, 2020 2020 No. 3 A 135
(5) Where a company is in default, a Court may by order compel an
immediate inspection of the register or direct that the copies required shall be
sent to the person requiring them.
(6) For the purposes of this section, a register is deemed to be duly
closed in accordance with provisions contained in the articles or in the
debentures or, in the case of debenture stock, in the stock certificates, or in
the trust deed or other document securing the debentures or debenture stock,
during such periods, not exceeding in the whole 30 days in any year, as may be
therein specified.

  1. On the application of the transferor of any debenture in a company,
    the company shall enter in its register of debenture holders the name of the
    transferee in the same manner and subject to the same conditions as if the
    application for the entry were made by the transferee.
    221.—(1) If a company refuses to register a transfer of any debenture,
    the company shall, within two months after the date on which the transfer
    was lodged with the company, send to the transferee notice of the refusal.
    (2) If any default is made in complying with the provisions of this section,
    the company and each officer of the company are liable to such fine as the
    Commission shall specify by regulation.
    222.—(1) Subject to the provisions of this Part, every charge created
    by a company, being a charge to which this section applies, shall, so far as any
    security on the company’s property or undertaking is conferred, be void against
    the liquidator and any creditor of the company, unless the prescribed particulars
    of the charge (including any provisions in a floating charge that prohibits or
    restricts the company from granting any further charge ranking in priority to
    or pari passu with the floating charge) together with the instrument, if any, by
    which the charge is created or evidenced, have been or are delivered to or
    received by the Commission for registration in the manner required by this
    Act or by any enactment repealed by this Act within 90 days after the date of
    its creation, but without prejudice to any contract or obligation for repayment
    of the money thereby secured, and when a charge becomes void under this
    section, the money thereby secured shall immediately become payable and
    registration under this section shall give rise to constructive notice of the matters
    stated in the particulars of charge.
    (2) The provisions of this section apply to a —
    (a) charge for the purpose of securing any issue of debentures ;
    (b) charge on uncalled share capital of the company ;
    (c) charge created or evidenced by an instrument which if executed by
    an individual would require registration as a bill of sale ;

Entry in
register of
transfer.

Notice of
refusal to
register.

Registration
of charges
created by
companies.

A 136 2020 No. 3 Companies and Allied Matters Act, 2020
(d) charge on land, wherever situate, or any interest therein, but not
including a charge for rent or other periodical sum issuing out of land ;
(e) charge on book debts of the company ;
(f ) floating charge on the undertaking or property of the company ;
(g) charge on calls made but not paid ;
(h) charge on a ship or aircraft or any share in a ship ; and
(i) charge on goodwill, or on any intellectual property.
(3) Where a charge affects or relates to property situate in Nigeria
and in addition to registration under subsection (1), registration elsewhere
in Nigeria is necessary to make the charge valid or effectual, it shall,
subject to this subsection, be sufficient evidence of compliance with the
requirements of subsection (1), if, instead of delivery of the original
instrument creating or evidencing the charge, there is delivered to and
received by the Commission within the prescribed period of 90 days, or
such extended time as the Court may allow, a true copy of it duly certified
as such by the secretary to the company.
(4) A reference in any enactment to the date of execution of an instrument
for the purposes of computation of time within which registration is to be
effected with or without penalty, shall be construed as a reference to the date
of presentation of a copy of the instrument to the Commission under this Act,
and time shall be computed accordingly, and if a certified copy is delivered to
the Commission under this subsection, the original of it shall be produced to
the Commission for inspection and comparison, if the Commission so requires.
(5) In the case of a charge created out of Nigeria, affecting or in relation
to property situate outside Nigeria, the delivery to and the receipt by the
Commission of a copy verified in the prescribed manner of the instrument by
which the charge is created or evidenced, shall have the same effect for the
purposes of this section as the delivery and receipt of the instrument itself,
and 90 days after the date on which the instrument or copy could, in due
course of post, and if dispatched with diligence, have been received in Nigeria
shall be substituted for 90 days after the date of the creation of the charge as
the time within which the particulars and instrument or copy are to be delivered
to the Commission.
(6) Where a charge is created in Nigeria but affects or relates to property
outside Nigeria, the instrument creating or purporting to create the charge
may be sent for registration under this section, notwithstanding that further
proceedings may be necessary to make the charge valid or effectual according
to the law of the country in which the property is situate.

Companies and Allied Matters Act, 2020 2020 No. 3 A 137
(7) Where a negotiable instrument has been given to secure the payment
of any book debts of a company, the deposit of the instrument for the purpose
of securing an advance to the company shall not, under this section, be treated
as a charge on those book debts.
(8) The holding of debentures entitling the holder to a charge on land is
not, for the purposes of this section, deemed to be an interest in land.
(9) Where a series of debentures containing, or giving by reference to
any other instrument, any charge to the benefit of which the debenture holders
of that series are entitled pari passu is created by a company, it is, for the
purposes of this section, sufficient if there are delivered to or received by the
Commission within 90 days after the execution of the deed containing the
charge or, if there is no such deed, after the execution of any debenture of the
series, the following particulars—
(a) the total amount secured by the whole series ;
(b) the dates of the resolutions authorising the issues of the series and
the date of the covering deed, if any, by which the security is created or
defined ;
(c) a general description of the property charged ; and
(d) the names of the trustees, if any, for the debenture holders, together
with the deed containing the charge, or, if there is no such deed, one of the
debentures of the series :
Provided that, where more than one issue is made of debentures in the series,
there shall be sent to the Commission, for entry in the register, particulars of
the date and amount of each issue, but an omission to do this does not affect
the validity of the debentures issued.
(10) Where any commission, allowance or discount has been paid or
made either directly or indirectly by a company to any person in consideration
of his subscribing or agreeing to subscribe, whether absolutely or conditionally,
for any debenture of the company, or procuring or agreeing to procure
subscriptions, whether absolute or conditional, for such debentures, the
particulars required to be sent for registration under this section shall include
particulars as to the amount or rate percent of commission, discount or
allowance paid or made, but an omission to do this does not affect the validity
of the debentures issued.
(11) The deposit of any debenture as security for any debt of the company
shall not, for the purposes of subsection (10), be treated as the issue of the
debentures at a discount.

A 138 2020 No. 3 Companies and Allied Matters Act, 2020
(12) The total fees payable to the Commission in connection with the
filing, registration or release of a charge with the Commission under this Part
shall not exceed 0.35% of the value of the charge or such other amount as the
Minister may specify in the Federal Government Gazette.
(13) In this Part—
“charge” includes mortgage ;
“book debt”, for the purposes of subsection (2) (e), means a debt due
or to become due to the company at some future date on account of or in
connection with a profession, trade or business carried on by the company,
whether entered in a book or not, and includes a reference to a charge on
a future debt of the same nature although not incurred or owing at the time
of the creation of the charge, but does not include a reference to a charge
on a marketable security or on a negotiable instrument ;
“intellectual property”, for the purposes of this section, means any
patent or a licence under a patent, any registered design or design right or
a licence, any trademark or licence under a trademark, or any copyright or
a licence under a copyright ;
“security financial collateral arrangement” means an agreement or
arrangement, evidenced in writing, where :
(a) the purpose of the agreement or arrangement is to secure the
relevant financial obligations owed to the collateral-taker ;
(b) the collateral-provider creates or there arises a security interest in
financial collateral to secure those obligations ;
(c) the financial collateral is delivered, transferred, held, registered or
otherwise designated so as to be in the possession or under the control
of the collateral-taker or a person acting on its behalf; any right of the
collateral-provider to substitute equivalent financial collateral or withdraw
excess financial collateral shall not prevent the financial collateral being
in the possession or under the control of the collateral-taker ; and
(d) the collateral-provider and the collateral-taker are both non-natural
persons.
(14) This section does not apply in relation to a security financial collateral
arrangement or any charge created or otherwise arising under a security
financial collateral arrangement.
223.—(1) The Commission shall keep, with respect to each company, a
register in the prescribed form of all the charges requiring registration under
this Part and shall, on payment of such fee as may be specified by regulations
made by the Commission, enter in the register with respect to such charges in
the case of—

Register of
particulars
of charges.

Companies and Allied Matters Act, 2020 2020 No. 3 A 139
(a) a charge to the benefit of which the holders of a series of debentures
are entitled, such particulars as are specified in section 222 (9) ; and
(b) any other charge—
(i) if the charge is a charge created by the company, the date of its
creation, and if the charge was a charge existing on property acquired
by the company, the date of its creation and the date of the acquisition of
the property,
(ii) the amount secured by the charge,
(iii) short particulars of the property,
(iv) the persons entitled to the charge, and
(v) or a floating charge, a notice indicating the existence of any
provisions in the charge that prohibit or restrict the company from
granting any further charge ranking in priority to or pari passu with
the floating charge.
(2) Where a charge is registered under this Part, the Commission shall
issue a registration certificate setting out the parties to the charge, the amount
thereby secured, with such other particulars as the Commission may consider
necessary, and the certificate is prima facie evidence of due compliance with
the requirements as to registration under this Part.
(3) The register kept in pursuance of this section shall be open to
inspection by any person on payment of such fees as may be prescribed by
the Commission.
224.—(1) It is the duty of a company to send to the Commission for
registration, the particulars of every charge created by the company and of
the issues of debentures of a series requiring registration under section 222,
but registration of any such charge may be effected on the application of any
person interested therein.
(2) Where registration is effected on the application of a person other
than the company, that person is entitled to recover from the company the
amount of any fees properly paid by him to the Commission on the registration.
(3) If any company defaults in sending to the Commission for registration,
the particulars of any charge created by the company or of the issues of
debentures of a series requiring registration, unless the registration has been
effected on the application of some other person, the company and each officer
of the company who is in default commits an offence and are liable to such
penalty as may be prescribed by the Commission.

Duty of
company to
register
charges.

A 140 2020 No. 3 Companies and Allied Matters Act, 2020
225.—(1) Where a company acquires any property which is subject to
a charge of any such kind as would, if it has been created by the company
after the acquisition of the property, have been required to be registered under
this Part, the company shall cause the prescribed particulars of the charge,
together with a copy (certified in the prescribed manner to be a correct copy)
of the instrument, if any, by which the charge was created or is evidenced, to
be delivered to the Commission for registration in the manner required by this
Act within 90 days after the date on which acquisition is completed :
Provided that, if the property is situate and the charge was created outside
Nigeria, 90 days after the date on which the copy of the instrument could in
due course of post, and if despatched with due diligence, have been received
in Nigeria shall be substituted for 90 days after the completion of the acquisition,
as the time within which the particulars and the copy of the instrument are to
be delivered to the Commission.
(2) If default is made in complying with this section, the company and
each officer of the company are liable to such penalty as may be prescribed
by the Commission for every day during which the default continues.
(3) It is sufficient compliance with this section in any case affecting land
registered under any enactment in a State, where the charge is registered
before the land is acquired by the company, if a true copy of the charge duly
certified by the Registrar of Land is delivered to the Commission within the
time prescribed by this section.
226.—(1) Where, at the date of commencement of this Act, a company
has property on which there is a charge, particulars of which would require
registration if it had been created by the company after the date of such
commencement, then, unless the charge has been discharged or the property
has ceased to be held by the company prior to the expiration of six months
from the date of such commencement, the company shall, within that time,
cause particulars of the charge as prescribed by section 222 to be delivered to
the Commission for registration together with the document, if any, by which
the charge was created or a copy thereof, certified as required by that section.
(2) Failure to comply with the provisions of this section does not affect
the validity of the charge.

  1. Where a charge, particulars of which require registration under
    section 222, is expressed to secure all sums due or to become due or some
    other uncertain or fluctuating amount, the particulars required under section
    222 (9) shall state the maximum sum deemed to be secured by such charge
    (being the maximum sum covered by the stamp duty paid thereon) and such
    charge is void, so far as any security on the company’s property is thereby
    conferred, as respects any excess over the stated maximum :

Duty of
company
acquiring
property to
register
subsisting
charges.

Existing
charges.

Charges to
secure
fluctuating
amounts.

Companies and Allied Matters Act, 2020 2020 No. 3 A 141
Provided that, if additional stamp duty is subsequently paid on such charge; and
at any time thereafter prior to the commencement of the winding-up of the
company, amended particulars of the said charge stating the increased maximum
sum deemed to be secured thereby (together with the original instrument by
which the charge was created or evidenced) are delivered to the Commission
for registration, then, as from the date of such delivery, the charge, if valid, is
effective to the extent of such increased maximum sum except as regards any
person who, prior to the date of such delivery, has acquired any proprietary
rights in, or a fixed or floating charge on, the property subject to the charge.
228.—(1) The company shall cause a copy of every certificate of
registration given under section 223 to be endorsed on every debenture or
certificate of debenture stock which is issued by the company and the payment
of which is secured by the charge so registered :
Provided that nothing in this subsection shall be construed as requiring a
company to cause a certificate of registration of any charge given to be
endorsed on any debenture or certificate of debenture stock issued by the
company before the charge was created.
(2) If any person authorises or permits the delivery of any debenture or
certificate of debenture stock which under the provisions of this section is
required to have endorsed on it a copy of a certificate of registration without
the copy being so endorsed upon it, he is, without prejudice to any other liability,
liable to such penalty as may be prescribed by the Commission.

  1. If the Commission is satisfied with respect to any registered
    charge that—
    (a) the debt for which the charge was given has been paid or satisfied
    in whole or in part ; or
    (b) part of the property or undertaking charged has been released from
    the charge or has ceased to form part of the company’s property or
    undertaking, the company may, enter on the register a memorandum of
    satisfaction to the extent necessary to give effect thereto and, where it
    enters a memorandum of satisfaction it shall, if required, furnish the company
    with a copy of the entry, and any such entry shall have effect, subject to the
    requirement of any other enactment as to registration.
  2. The court, on being satisfied that—
    (a) the omission to register a charge within the time required by this Act
    or that the omission or misstatement of any particular with respect to any
    such charge or in a memorandum of satisfaction was—
    (i) accidental, or due to inadvertence or to some other sufficient
    cause, or

Endorsement
of certificate
of
registration
on
debentures.

Entries of
satisfaction
of charges.

Rectification
of register.

A 142 2020 No. 3 Companies and Allied Matters Act, 2020
(ii) is not of a nature to prejudice the position of creditors or
shareholders of the company ; or
(b) that on other grounds it is just and equitable to grant relief, may, on
the application of the company or any person interested and on such terms
and conditions as seems to the court just and expedient, order that the time
for registration is extended or, as the case may be, that the omission or
misstatement shall be rectified.
231.—(1) If any person obtains an order for the appointment of a receiver
or manager of the property of a company, or appoints such a receiver or manager
under any power contained in any instrument, he shall, within seven days from
the date of the order or the appointment under the said powers, give notice of
the fact to the Commission and the Commission shall, on payment of such fee
as may be specified by regulations, enter the fact in the register of charges.
(2) Where a person appointed receiver or manager of the property of a
company under the powers contained in any instrument, ceases to act as such
receiver or manager, he shall, on so ceasing, give the Commission notice to
that effect, and the Commission shall enter the notice in the register of charges.
(3) If any person makes default in complying with the requirements of
this section, he is liable to such penalty as the Commission shall specify by
regulation.

REALISATION OF SECURITY

232.—(1) A debenture holder is entitled to realise any security vested
in him or in any other person for his benefit if—
(a) the company fails to pay any instalment of interest, or the whole, part
of the principal or any premium, owing under the debenture or the debenture
trust deed covering the debenture, within one month after it becomes due ;
(b) the company fails to fulfil any of the obligations imposed on it by the
debentures or the debenture trust deed ;
(c) the circumstance occur whereby the terms of the debentures or
debenture trust deed entitled the holder of the debenture to realise his
security ; or
(d) the company is wound up.
(2) A debenture holder whose debenture is secured by a floating charge
vested in him or the trustee of the covering debenture trust deed, or any other
person, is additionally, entitled to realise his security if—
(a) any creditor of the company issues a process of execution against
any of its assets or commences proceedings for winding-up of the company
by order of any court of competent jurisdiction ;

Registration
of
appointment
order, etc.

Realisation
of debenture
holder’s
security.

Companies and Allied Matters Act, 2020 2020 No. 3 A 143
(b) the company ceases to pay its debts as they fall due ; or
(c) the company ceases to carry on business ;
(d) the company suffers, after the issue of debentures of the class
concerned, losses or diminutions in the value of its assets which in the
aggregate amount to more than one half of the total amount owing in respect
of debentures of the class held by the debenture holder who seeks to enforce
his security and debentures whose holder ranks before him for payment of
principal or interest ; or
(e) the circumstances occur which entitle a debenture holder who ranks
for payment of principal or interest in priority to the debentures secured by
the floating charges to realise his security.
233.—(1) At any time after a debenture holder or a class of debenture
holders, becomes entitled to realise his or their security, a receiver of any
asset subject to a mortgage, charge or security in favour of the class of debenture
holders or the trustee of the covering trust deed, or any other person, may be
appointed by—
(a) that trustee ;
(b) the holders of debentures of the same class containing power to
appoint ;
(c) debenture holders having more than one half of the total amount
owing in respect of all the debentures of the same class ; or
(d) the court on the application of the trustee.
(2) Subject to any condition imposed in the debenture or debenture trust
deed, a debenture holder, or a trustee in the case of a trust deed, may—
(a) bring an action in a representative capacity against the company for
payment and enforcement of the security ; or
(b) realise his security by—
(i) bringing a foreclosure action, or
(ii) commencing a winding-up proceeding.
(3) A receiver appointed under this section has, subject to the order
made by the court, power to take possession of the assets subject to the
mortgage, charge or security and sell those assets and, if the mortgage, charge
or security extends to such property collect debts owed to the property enforce
claims vested in the company, compromise, settle and enter into arrangements
in respect of claims by or against the company, on the company’s business
with a view to selling it on the most favourable terms, grant or accept leases
of land and licences in respect of patents, designs, copyright or trademarks
and recover any instalment unpaid on the company’s issued shares.

Remedies
available to
debenture
holders.

A 144 2020 No. 3 Companies and Allied Matters Act, 2020
(4) Where a representative action is being brought under subsection
(2) (a), the approval of the court shall be obtained where the company is
being wound up.
(5) The remedies given by this section are in addition to, and not in
substitution for, any other powers and remedies conferred on the trustee of
the debenture trust deed or on the debenture holders, by the debentures or
debenture trust deed, and any power or remedy which is expressed in any
instrument to be exercisable if the debenture holders become entitled to realise
their security, is exercisable on the occurrence of any of the events specified
under section 232 (1) of this Act or, in the case of a floating charge in section
203 of this Act, but a manager of the business or of any of the assets of a
company may not be appointed for the benefit of debenture holders unless a
receiver has also been appointed and has not ceased to act.
(6) The provisions of sections 550-563 of this Act shall apply to receivers
and managers under this Part.
(7) No provision in any instrument which purports to exclude or restrict
the remedies given by this section is valid.

  1. Subject to the provisions of this Part of this Act and unless the
    context otherwise admits, the provisions of sections 171, 172, 175, 177, 180
    and 181 of this Act relating to share certificates and transfer of shares shall
    apply in respect of shares as if “debentures” were substituted for “shares”
    and “debenture holders” for “shareholders”.
    CHAPTER 10—MEETINGS AND PROCEEDINGS OF COMPANIES
    235.—(1) Every public company shall, within a period of six months
    from the date of its incorporation, hold a general meeting of the members of
    the company (in this Act referred to as “the statutory meeting”).
    (2) The directors shall, at least 21 days before the day on which the
    statutory meeting is held, forward to every member of the company a copy of
    the statutory report.
    (3) The statutory report shall be certified by not less than two directors
    or by a director and the secretary of the company and shall state—
    (a) the total number of shares allotted, distinguishing shares allotted as
    fully or partly paid-up than in cash, and stating in the case of shares partly
    paid-up, the extent to which they are paid up, and the consideration for
    which they have been allotted ;
    (b) the total amount of cash received by the company in respect of all
    the shares allotted, distinguished as aforesaid ;

Application
of certain
sections.

Statutory
Meeting.

Companies and Allied Matters Act, 2020 2020 No. 3 A 145
(c) the names, addresses and descriptions of the directors, auditors,
managers, if any, and secretary of the company ;
(d) the particulars of any pre-incorporation contract together with the
particulars of any modification or proposed modification ;
(e) any underwriting contract that has not been carried out and the reasons
therefor ;
(f ) the arrears, if any, due on calls from every director ; and
(g) the particulars of any commission or brokerage paid or to be paid in
connection with the issue or sale of shares or debentures to any director or
to the manager.
(4) The report shall contain an abstract of the receipts of the company
and the payments made from them up to a date within seven days of the date
of the report, exhibiting under distinctive headings the receipts of the company
from shares, debentures and other sources, the payments made from such
receipts and particulars concerning the balance remaining in hand, and an
account or estimate of the preliminary expenses of the company.
(5) The statutory report shall, so far as it relates to the shares allotted by
the company, and to the cash received in respect of such shares, and to the
receipts and payments of the company on capital account, be certified as
correct by the auditors.
(6) The directors shall cause a copy of the statutory report, certified as
required by this section, to be delivered to the Commission for registration
within 14 days after the sending of copies to the members of the company.
(7) The directors shall cause a list, showing the names, descriptions and
addresses of the members of the company and the number of shares held by
them respectively, to be produced at the commencement of the meeting and
to remain open and accessible to any member of the company during the
continuance of the statutory meeting.
(8) The members of the company present at the statutory meeting are at
liberty to discuss any matter relating to the formation of the company, its
commencement of business or arising out of the statutory report.
(9) Any member who wishes a resolution to be passed on any matter
arising out of the statutory report shall give further 21 days’ notice from
the date on which the statutory report was received to the company of his
intention to propose such a resolution, in which case, the statutory meeting
shall not be held until the expiration of the 21 days’ notice given to the
company by the member.

A 146 2020 No. 3 Companies and Allied Matters Act, 2020
(10) The statutory meeting may be adjourn and at any adjourned meeting
any resolution of which notice has been given in accordance with the articles,
either before or subsequently to the former meeting, may be passed, and the
adjourned meeting shall have the same powers as the original meeting.

  1. Without prejudice to the provisions of section 567 of this Act, if a
    company fails to comply with the requirements of section 235 of this Act, the
    company and any officer in default commits an offence and are liable to a fine
    for everyday during which the default continues in such amount as the
    Commission shall specify in its regulations.
    GENERAL MEETING

237.—(1) Except in the case of a small company or any company having
a single shareholder, every company shall in each year hold a general meeting
as its annual general meeting in addition to any other meeting in that year, and
specify the meeting as such in the notices calling it; and not more than 15
months shall elapse between the date of one annual general meeting of a
company and the next :
Provided that—
(a) so long as a company holds its first annual general meeting within 18
months of its incorporation it need not hold it in that year or in the following
year ; or
(b) except for the first annual general meeting, the Commission shall
have power to extend the time within which any annual general meeting
shall be held, by a period not exceeding three months so that not more than
18 months shall elapse between the date of the last annual general meeting
and the date of any meeting so extended.
(2) If default is made in holding a meeting of a company in accordance
with subsection (1), the Commission, may, on its own or on the application of
any member of the company call, or direct the calling of a general meeting of
the company and give such ancillary or consequential directions as the
Commission considers expedient, including directions modifying or
supplementing, in relation to the calling, holding, conducting of the meeting,
the operation of the company’s articles, and that the directions that may be
given under this subsection shall include a direction that one member of the
company present in person or by proxy may apply to the court for an order to
take a decision which binds all the members.
(3) A general meeting held in pursuance of subsection (2) is, subject to any
direction of the Commission, deemed to be an annual general meeting of the
company, but, where a meeting so held is not held in the year in which the
default in holding the company’s annual general meeting occurred, the meeting

Non-
compliance

and penalty.

Annual
general
meeting.

Companies and Allied Matters Act, 2020 2020 No. 3 A 147
so held shall not be treated as the annual general meeting for the year in which
it is held unless, at that meeting, the company resolves that it shall be so treated.
(4) Where a company resolves that a meeting shall be treated as its
annual general meeting, a copy of the resolution shall, within 15 days after the
passing, be filed with the Commission.
(5) If default is made in holding a meeting of the company in accordance
with subsection (1), or in complying with any direction of the Commission
under subsections (2) and (3), or in complying with this subsection, the company
and every officer of the company are liable to a penalty in such amount as the
Commission shall specify in its regulations.

  1. All businesses transacted at annual general meetings are deemed
    special business, except declaring a dividend, presentation of the financial
    statements and the reports of the directors and auditors, election of directors
    in the place of those retiring, the appointment, fixing of the remuneration of
    the auditors, appointment of members of the audit committee and disclosure
    of remuneration of managers of a company, which are ordinary business.

EXTRAORDINARY GENERAL MEETING

239.—(1) The board of directors may convene an extraordinary general
meeting whenever they deem fit, and if at any time they are not within Nigeria,
sufficient directors capable of acting to form a quorum, any director may
convene an extraordinary general meeting.
(2) An extraordinary general meeting of a company may be requisitioned
by any member or members of the company holding at the date of the requisition
not less than one-tenth of the paid up capital of the company as at the date of
the deposit carrying the right of voting, or in the case of a company not having
a share capital, members of the company representing not less than one tenth
of the total voting rights of all the members having at the said date a right to
vote at general meetings of the company, and the directors shall on receipt of
the requisition immediately proceed to convene an extraordinary general meeting
of the company, notwithstanding anything in its articles.
(3) The requisition shall state the objects of the meeting, and be signed
by the requisitionists and deposited at the registered office of the company,
and the requisition may consist of several documents in like form each signed
by one or more requisitionists.
(4) If the directors do not within 21 days from the date of the deposit of
the requisition proceed to convene a meeting, the requisitionists, or any one or
more of them representing more than one half of the total voting rights of all
of them, may themselves convene a meeting but any meeting so convened
shall not be held after the expiration of three months from that date.

Businesses
transacted at
annual
general
meeting.

Extraordinary
general
meeting.

A 148 2020 No. 3 Companies and Allied Matters Act, 2020
(5) A meeting convened under this section by a requisitionist or
requisitionists shall be convened in the same manner, as nearly as possible, as
that in which meetings are to be convened by directors.
(6) Any reasonable expenses incurred by the requisitionist or requisitionists
by reason of the failure of the directors to convene a meeting, shall be repaid
to the requisitionists by the company.
(7) For the purpose of this section, the directors are, in the case of a
meeting at which a resolution is to be proposed as a special resolution, deemed
not to have duly convened the meeting if they do not give such notice as is
required by section 241 of this Act.
(8) All businesses transacted at an extraordinary general meeting are
deemed special.
240.—(1) With the exception of small companies and companies having
a single shareholder, all statutory and annual general meetings shall be held in
Nigeria.
(2) A private company may hold its general meetings electronically
provided that such meetings are conducted in accordance with the articles of
the company.

NOTICE OF MEETINGS

241.—(1) The notice required for all types of general meetings is 21
days from the date on which the notice was sent out.
(2) A general meeting of a company, notwithstanding that it is called by
a shorter notice than that specified in subsection (1), is deemed to have been
duly called if it is so agreed in the case of—
(a) a meeting called as the annual general meeting, by all the members
entitled to attend and vote ; and
(b) any other general meeting, by a majority in number of the members
having a right to attend and vote at the meeting, being a majority together
holding at least 95% in nominal value of the shares giving a right to attend
and vote at the meeting or, in the case of a company not having a share
capital, together representing at least 95% of the total voting rights at that
meeting of all the members.
242.—(1) The notice of a meeting shall specify the place, date and time
of the meeting, and the general nature of the business to be transacted in
sufficient detail to enable those to whom it is given to decide whether to
attend or not, and where the meeting is to consider a special resolution, set out
the terms of the resolution.

Place of
meeting.

Length of
notice for
calling
meetings.

Contents
of notice.

Companies and Allied Matters Act, 2020 2020 No. 3 A 149
(2) In the case of notice of an annual general meeting, a statement that the
purpose is to transact the ordinary business of an annual general meeting is
deemed to be a sufficient specification that the business is for the declaration of
dividends, presentation of the financial statements, reports of the directors and
auditors, the election of directors in the place of those retiring, fixing of the
remuneration of the auditors, and, if the requirements of sections 409 and 410 of
this Act are complied with, the removal and election of auditors and directors.
(3) No business may be transacted at any general meeting unless notice
of it has been duly given.
(4) In every case in which a member is entitled, pursuant to section 254
of this Act, to appoint a proxy to attend and vote instead of him, the notice
shall contain, a statement that a member has the right to appoint a proxy to
attend and vote instead of him and that the proxy need not be a member of the
company, and if default is made in complying with this subsection as respects
any meeting, each officer of the company is liable to a penalty in such amount
as the Commission shall specify in its regulations.
(5) An error or omission in a notice with respect to the place, date, time
or general nature of the business of a meeting shall not invalidate the meeting,
unless the officer of the company responsible for the error or omission acted
in bad faith or failed to exercise care and diligence provided that in the case of
accidental error or omission, the officer responsible shall effect the necessary
correction either before or during the meeting.
243.—(1) The following persons are entitled to receive notice of a general
meeting—
(a) every member ;
(b) every person upon whom the ownership of a share devolves by
reason of his being a legal representative, receiver or a trustee in bankruptcy
of a member ;
(c) every director of the company ;
(d) every auditor for the time being of the company ; and
(e) the secretary, and Commission in the case of public companies.
(2) No other person is entitled to receive notice of general meetings.
244.—(1) A notice may be given by the company to any member either
personally or by sending it by post to him or to his registered address, or (if he
has no registered address within Nigeria) to the address, supplied by him to
the company for the giving of notice to him.

Persons
entitled to
notice.

Service
of notice.

A 150 2020 No. 3 Companies and Allied Matters Act, 2020
(2) Where a notice is sent by post, service of the notice is deemed to be
effected by properly addressing, prepaying, and posting a letter containing the
notice, and to have been effected in the case of a notice of a meeting at the
expiration of seven days after the letter containing the same is posted, and in
any other case at the time at which the letter would be delivered in the ordinary
course of post.
(3) In addition to the notice given personally or by post, notice may also
be given by electronic mail to any member who has provided the company an
electronic mail address.
(4) A notice may be given by the company to the joint holders of a share
by giving the notice to the joint holder first named in the register of members
in respect of the share.
(5) A notice may be given by the company to the persons entitled to a
share in consequence of the death or bankruptcy of a member by sending it
through the post in a prepaid letter addressed to them by name, or by the title
of representatives of the deceased, or trustee of the bankrupt, or by any like
description, at the address, if any, within Nigeria supplied for the purpose by
the person claiming to be so entitled, or until such an address has been so
supplied by giving the notice in any manner in which the same might have
been given if the death or bankruptcy had not occurred.
(6) In this section, “registered address”, means any address whether
physical or electronic supplied by a member to the company.
245.—(1) Failure to give notice of any meeting to a person entitled to
receive it invalidates the meeting unless such failure is an accidental omission
on the part of the person giving the notice.
(2) Failure to give notice to a person entitled to it, due to a
misrepresentation or misinterpretation of the provisions of this Act, or the
articles, shall not amount to an accidental omission for the purposes of
subsection (1).

  1. In addition to the notice required to be given to those entitled to
    receive it in accordance with the provisions of this Act every public company
    shall, at least 21 days before any general meeting, advertise a notice of such
    meeting in at least two daily newspapers.
    247.—(1) If for any reason it is impracticable to call a meeting of a
    company or of the board of directors in any manner in which meetings of that
    company or board may be called, or to conduct the meeting of the company or
    board in the manner prescribed by the articles or this Act, the Court may,
    either of its own motion or on the application of any director of the company

Failure to
give notice.

Additional
notice.

Power of
Court to
order
meetings.

Companies and Allied Matters Act, 2020 2020 No. 3 A 151
or of any member of the company who would be entitled to vote at the meeting,
in the case of the meeting of the company, and of any director of the company,
in case of the meeting of the board, order a meeting of the company or board,
as the case may be, to be called, held and conducted in such manner as the
Court deems fit, and where any such order is made, may give such ancillary
or consequential directions as it deems expedient.
(2) The directions that may be given under subsection (1) include a
direction that one member of the company present in person or by proxy in the
case of a meeting of the company, and one director in the case of the board
may apply to the Court for an order to take a decision which shall bind all the
members.
(3) Any meeting called, held and conducted in accordance with an order
under subsection (1), is for all purposes deemed to be a meeting of the company
or of the board of directors duly called, held and conducted.

VOTING

248.—(1) At any general meeting, a resolution put to the vote shall be
decided on a show of hands, unless a poll is (before or on the declaration of
the result of the show of hands) demanded by—
(a) the chairman, where he is a shareholder or a proxy ;
(b) at least three members present in person or by proxy ;
(c) a member or members present in person or by proxy and representing
at least one tenth of the total voting rights of all the members having the
right to vote at the meeting ; or
(d) any member or members holding shares in the company conferring a
right to vote at the meeting being shares on which an aggregate sum has
been paid up equal to at least one-tenth of the total sum paid up on all the
shares conferring that right.
(2) Unless a poll is so demanded, a declaration by the chairman that a
resolution has on a show of hands been carried unanimously or by a particular
majority, or lost, and an entry to that effect in the book containing the minutes
of the proceedings of the company, is a conclusive evidence of the fact, without
proof of the number or proportion of the votes recorded in favour of, or against,
the resolution.
249.—(1) Any provision contained in a company’s articles is void if it
would have the effect of—
(a) excluding the right to demand a poll at a general meeting on any
question other than the election of the chairman of the meeting or the
adjournment of the meeting ; or

Right to
demand poll.
Procedure
of voting.

A 152 2020 No. 3 Companies and Allied Matters Act, 2020
(b) making ineffective a demand for a poll on any such question which is
made by any of the persons mentioned in section 248 of this Act.
(2) The instrument appointing a proxy to vote at a meeting of a company
is also deemed also to confer authority to demand or join in demanding a poll,
and for the purposes of subsection (1), a demand by a person as proxy for a
member is the same as a demand by the member.
(3) Notwithstanding section 248 of this Act and subsections (1) and (2)
of this section, there shall be no right to demand a poll on the election of
members of the audit committee under section 404 of this Act.
250.—(1) On a poll taken at a meeting of a company, or a meeting of
any class of members of a company, a member entitled to more than one
vote, if he votes, need not use all his votes or cast all the votes he uses in
the same way.
(2) Except as provided in subsection (4), if a poll is duly demanded, it
shall be taken in such manner as the chairman directs, and the result of the
poll is deemed to be the resolution of the meeting at which the poll was
demanded.
(3) In the case of an equality of votes, whether on a show of hands or on
a poll, the chairman of the meeting at which the show of hands takes place or
at which the poll is demanded, shall be entitled to a second or casting vote.
(4) A poll demanded on the election of a chairman or on a question of
adjournment is taken immediately, and on any other question is taken at such
time as the chairman of the meeting directs, and any business other than that
upon which a poll has been demanded may be proceeded with pending the
taking of the poll.
251.—(1) Subject to section 252 of this Act, every member has a right
to attend any general meeting of the company in accordance with the provisions
of section 107.
(2) In the case of joint holders, the vote of the senior joint holder who
tenders a vote, whether in person or by proxy, shall be accepted to the exclusion
of the votes of the other joint holders, and for this purpose seniority is determined
by the order in which the names stand in the register of members.
(3) A member of unsound mind, or in respect of whom an order has been
made by any court having jurisdiction in lunacy, may vote, whether on a show
of hands or on a poll, by his committee, receiver, curator bonis, or other
person in the nature of a committee, receiver or curator bonis appointed by
that court, and any such committee, receiver, curator bonis or other person
may vote by proxy.

Voting on
a poll.

Right of
attendance
at general
meeting.

Companies and Allied Matters Act, 2020 2020 No. 3 A 153

  1. Every person who is entitled to receive notice of a general meeting
    of the company as provided under section 251 of this Act, is entitled to attend
    such a meeting.
  2. No objection shall be raised to the qualification of any voter except
    at the meeting or adjourned meeting at which the vote objected to is given or
    tendered, and every vote not disallowed at such meeting is valid for all purposes
    and any such objection made in due time shall be referred to the chairman of
    the meeting, whose decision is final and conclusive.
    254.—(1) Any member of a company entitled to attend and vote at a
    meeting of the company is entitled to appoint another person (whether a
    member or not) as his proxy to attend and vote instead of him, and a proxy
    appointed to attend and vote instead of a member has the same right as the
    member to speak at the meeting, and unless the articles provide, this section
    shall not apply in the case of a company not having a share capital.
    (2) In every notice calling a meeting of a company having a share capital,
    there shall appear a statement that a member entitled to attend and vote is
    entitled to appoint a proxy or, where that is allowed, two or more proxies, to
    attend and vote instead of him, and that a proxy need not be a member and if
    default is made in complying with this subsection as respects any meeting,
    each officer of the company is liable to a penalty in such amount as the
    Commission shall specify in its regulations.
    (3) Any provision contained in a company’s articles is void in so far as it
    would have the effect of requiring the instrument appointing a proxy or any
    other document necessary to show the validity of the appointment of a proxy,
    to be received by the company or any other person more than 48 hours before
    a meeting or adjourned meeting in order that the appointment may be effective
    at the meeting.
    (4) If, for the purpose of any meeting of a company, invitations to appoint
    as proxy a person or one of a number of persons specified in the invitations are
    issued at the company’s expense only to some of the members entitled to receive
    notice of the meeting and to vote by proxy at the meeting, each officer of the
    company who authorises or permits their issue is liable to a penalty in such
    amount as the Commission shall specify in its regulations :
    Provided that an officer is not liable under this subsection by reason only of
    the issue to a member at his request in writing of a form of appointment
    naming the proxy or a list of persons willing to act as proxy if the form or list
    is available on request in writing to every member entitled to vote at the
    meeting by proxy.

Attendance
at meetings.
Objections
as to
qualification
to vote.

Proxies.

A 154 2020 No. 3 Companies and Allied Matters Act, 2020
(5) A vote given in accordance with the terms of an instrument of proxy
is valid notwithstanding the previous death, insanity of the principal, revocation
of the proxy or of the authority under which the proxy was executed, the
transfer of the share in respect of which the proxy is given, where no intimation
in writing of such death, insanity, revocation or transfer is received by the
company before the commencement of the meeting or adjourned meeting at
which the proxy is used.
(6) The instrument appointing a proxy shall be in writing, under the hand
of the appointer or his attorney duly authorised in writing and, if the appointer
is a corporation, either by deed, or under the hand of an officer or attorney
duly authorised.
(7) The instrument appointing a proxy and the power of attorney or
other authority, under which it is signed or a certified copy of that power or
authority is deposited at the registered office or head office of the company or
at such other place within Nigeria as is specified for that purpose in the notice
convening the meeting, at least 48 hours before the time for holding the meeting
or adjourned meeting, at which the person named in the instrument proposes
to vote, or, in the case of a poll, at least 24 hours before the time appointed for
the taking of the poll, and if defaulted, the instrument of proxy shall not be
treated as valid.
(8) This section applies to meetings of any class of members of a company
as it applies to general meetings of the company.
255.—(1) A corporation, whether a company within the meaning of this
Act or not, may if it is—
(a) a member of another corporation, being a company within the meaning
of this Act, by resolution of its directors or other governing body, authorise
such person as it deems fit to act as its representative at any meeting of the
company or at any meeting of any class of members of the company ; or
(b) a creditor (including a holder of debentures) of another corporation,
being a company within the meaning of this Act, by resolution of its directors
or other governing body, authorise such person as it deems fit to act as its
representative at any meeting of any creditors of the company held in
pursuance of this Act or of any rule made thereunder or in pursuance of the
provisions contained in any debenture or trust deed, as the case may be.
(2) A person authorised as provided in subsection (1), is entitled to
exercise the same powers on behalf of the corporation which he represents
as that corporation might exercise if it were an individual shareholder, creditor
or holder of debentures of that other company.

Corporation
representation
at meetings
of
companies,
etc.

Companies and Allied Matters Act, 2020 2020 No. 3 A 155
256.—(1) Except in the case of a company with one member or provided
in the articles, no business shall be transacted at any general meeting unless a
quorum of members is present at the time when the meeting proceeds to
business and throughout the meeting.
(2) Except in the case of a company with one member or provided in the
articles, the quorum for the meeting of a company is one third of the total
number of members of the company or 25 members (whichever is less) present
in person or by proxy, but where the number of members is not a multiple of
three, then the number nearest to one third, but where the number of members
is six or less, the quorum is two members and for the purpose of determining
a quorum, all members or their proxies shall be counted.
(3) Where a member withdraw from the meeting for what appears to
the chairman to be insufficient reasons and for the purpose of reducing the
quorum, and the quorum is no longer present, the meeting may continue with
the number present, and their decision bind all the shareholders but where
there is only one member, he may seek direction of the Court to take a decision.
(4) Where there is a quorum at the beginning, but no quorum later due to
some shareholders leaving for what appears to the chairman to be sufficient
reasons, the meeting shall be adjourned to the same place, and time, in a
week’s time, and if there is no quorum still at the adjourned meeting, the
members present are then the quorum and their decision shall bind all
shareholders and where only one member is present, he may seek direction of
the Court to take a decision.

  1. The compensation of managers of a company shall be disclosed to
    members of the company at the annual general meeting.

258.—(1) A resolution is an ordinary resolution when it has been passed
by a simple majority of votes cast by members of the company as, being
entitled to do so, vote in person or by proxy at a general meeting.
(2) A resolution is a special resolution when it has been passed by at
least three-fourths of the votes cast by members of the company as, vote
in person or by proxy at a general meeting of which 21 days’ notice,
specifying the intention to propose the resolution as a special resolution,
has been duly given :
Provided that, if it is so agreed by majority in number of the members having
the right to attend and vote at any such meeting, being a majority together
holding at least 95% in nominal value of the shares giving that right or, in the
case of a company not having a share capital, together representing at least
95% of the total voting rights at that meeting of all the members, a resolution
Quorum.

Disclosure
of
remuneration
of managers.
Resolutions.

A 156 2020 No. 3 Companies and Allied Matters Act, 2020
may be proposed and passed as a special resolution at a meeting of which less
than 21 days’ notice has been given.
(3) At any meeting in which a special resolution is submitted to be passed,
a declaration of the chairman that the resolution is carried is, unless a poll is
demanded, conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against the resolution.
(4) In computing the majority of a poll demanded on the question that a
special resolution be passed, reference shall be had to the number of votes
cast for and against the resolution.
(5) For the purposes of this section, notice of a meeting is deemed to be
duly given and the meeting to be duly held when the notice is given and the
meeting held in the manner provided by this Act or the articles.
(6) A company may, by its articles, provide that any matter not required
by the articles or this Act to be passed by a special resolution, shall be passed
by an ordinary resolution.

  1. All resolutions shall be passed at general meetings and are not
    effective unless so passed, but in the case of a private company a written
    resolution signed by all the members entitled to attend and vote are as valid
    and effective as if passed in a general meeting.
    260.—(1) Subject to provisions of this section, it is the duty of a company,
    on the requisition in writing of such number of members as specified in this
    section and (unless the company otherwise resolves) at the expense of the
    company to—
    (a) give to members of the company entitled to receive notice of the
    next annual general meeting notice of any resolution submitted by a
    member which may properly be moved and is intended to be moved at
    that meeting ; and
    (b) circulate to members entitled to receive notice of general meeting
    any statement of not more than 1,000 words with respect to the matter
    referred to in any proposed resolution or the business to be dealt with at
    that meeting, and where the statement has more than 1,000 words to circulate
    a summary of it.
    (2) The number of members necessary for a requisition under subsection
    (1) shall be—
    (a) any one or more members representing at least one-twentieth of the
    total voting right of all the members having at the date of the requisition a
    right to vote at the meeting to which the requisition relates ; or

Written
resolutions.

Circulation
of members’
resolutions.

Companies and Allied Matters Act, 2020 2020 No. 3 A 157
(b) at least 100 members holding shares in the company on which there
has been paid up an average sum, per member, of at least N500.
(3) Notice of any such resolution shall be given, and any such statement
shall be circulated, to members of the company entitled to receive notice of
the meeting, by serving a copy of the resolution or statement on each such
member in any manner permitted for service of notice of the meeting, and
notice of such resolution is given to any other member of the company by
giving notice of the general effect of the resolution in any manner permitted
for giving notice of meetings of the company :
Provided that the copy is served, or notice of the effect of the resolution is
given, as the case may be, in the same manner and at the same time as notice
of the meeting and, where it is not practicable for it to be served or given at
that time, it shall be served or given as soon as practicable.
(4) A company is not bound under this section to give notice of any
resolution or to circulate any statement unless—
(a) a copy of the requisition signed by the requisitionists (two or more
copies which between them contain the signatures of all the requisitionists)
is deposited at the registered office of the company—
(i) in the case of a requisition requiring notice of a resolution, at least
six weeks before the meeting, and
(ii) in the case of any other requisition, at least one week before the
meeting ; and
(b) there is deposited or tendered with the requisition, a sum reasonably
sufficient to meet the company’s expenses in giving effect to it, but if, after
a copy of a requisition requiring notice of a resolution has been deposited at
the registered office of the company, an annual general meeting is called
for a date six weeks or less, the copy, though not deposited within the time
required by this subsection, is deemed to have been properly deposited for
that purposes.
(5) The company is also not bound under this section to circulate any
statement if, on the application of the company or any other person who claims
to be aggrieved, the court is satisfied that the rights conferred by this section
are being abused to secure needless publicity for defamatory matter, and the
Court may order the company’s costs on an application under this section to
be paid in whole or in part by the requisitionist, notwithstanding that the
requisitionist is not party to the application.
(6) Notwithstanding anything in the company’s articles, the business which
may be dealt with at an annual general meeting includes any resolution of
which notice is given in accordance with this section and for purposes of this

A 158 2020 No. 3 Companies and Allied Matters Act, 2020
subsection, notice is deemed to have been given, notwithstanding the accidental
omission in giving it to one or more members.
(7) Where there is default in complying with the provisions of this section,
each officer of the company is liable to a penalty in such amount as the
Commission shall specify in its regulations.

  1. Where by any provision contained in this Act, special notice is required
    of a resolution, the resolution is not effective unless notice of the intention to
    move it has been given to the company at least 28 days before the meeting at
    which it is to be moved, and the company shall give its members notice of any
    such resolution at the same time and in the same manner as it gives notice of the
    meeting, or if that is not practicable, shall give them notice thereof, either by
    advertisement in a newspaper having an appropriate circulation, or in any other
    mode allowed by the articles, at least 21 days before the meeting :
    Provided that if, after notice of the intention to move such a resolution has been
    given to the company, a meeting is called for a date 28 days or less after the
    notice has been given, the notice, though not given within the time required by
    this section, is deemed to have been properly given.
    262.—(1) Subject to section 51 (7) (b) of this Act, a printed copy of
    every resolution or agreement to which this section applies shall, within 15
    days after the passing or making of the resolution or agreement, be forwarded
    to the Commission.
    (2) Where, pursuant to the provisions of sections 49-52 of this Act, a
    company by special resolution alters the provisions of its memorandum and
    the Commission is satisfied that the alteration is not in compliance with the
    applicable provisions of those sections, it may refuse to file a copy of the
    resolution in its records and shall notify the company, and any person aggrieved
    by the refusal may appeal to the court within 21 days from the receipt of the
    notification.
    (3) A copy of every such resolution or agreement shall be embodied in
    or annexed to every copy of the articles issued after the passing of the resolution
    or making of the agreement.
    (4) This section applies to—
    (a) special resolutions ;
    (b) resolutions which have been agreed to by all the members of a
    company, but which, if not so agreed to, would not have been effective,
    unless they had been passed as special resolution ;
    (c) resolutions or agreements which have been agreed to by all the
    members of any class of shareholders but which, if not so agreed to, would
    not have been effective, unless they had been passed by some particular

Resolutions
requiring
special
notice.

Registration
and copies
of certain
resolutions.

Companies and Allied Matters Act, 2020 2020 No. 3 A 159
majority or in some particular manner, and all resolutions or agreements
which effectively bind all the members of any class of shareholders though
not agreed to by all those members ; and
(d) resolutions requiring a company to be wound up voluntarily, passed
under section 620 (1) (a) of this Act.
(5) If a company fails to comply with subsection (1), the company and
each officer of the company are liable to a penalty in such amount as the
Commission shall specify in its regulations.
(6) If a company fails to comply with subsection (3), the company and
each officer of the company are liable to a penalty for each copy in respect of
which default is made in such amount as the Commission shall specify in its
regulations.
(7) For the purposes of subsections (5) and (6), a liquidator is deemed to
be an officer of the company.

  1. Where a resolution is passed at an adjourned meeting of—
    (a) a company,
    (b) the holders of any class of shares in a company, or
    (c) the directors of a company, the resolution shall, for all purposes be
    treated as having been passed on the date on which it was in fact passed,
    and not be deemed to have been passed on any earlier date.
    MISCELLANEOUS MATTERS RELATING TO MEETINGS AND PROCEEDING
    264.—(1) The chairman may, with the consent of any meeting at which
    a quorum is present (and shall if so directed by the meeting), adjourn the
    meeting from time to time and place to place, but no business shall be transacted
    at any adjourned meeting other than the business left unfinished at the meeting
    from which the adjournment took place.
    (2) When a meeting is adjourned for 30 days or more, notice of the
    adjourned meeting and the business to be transacted shall be given as in
    the case of an original meeting, but if otherwise it shall not be necessary
    to give any notice of an adjournment or of the business to be transacted at
    an adjourned meeting.
    (3) If within one hour from the time appointed for the meeting a
    quorum is not present, the meeting if convened upon the requisition of
    members shall be dissolved, but in any other case, it shall stand adjourned
    to the same day in the next week, at the same time and place or to such
    other day and at such other time and place as the chairman, and in his
    absence the directors, may direct.

Effect of
resolutions
passed at
adjourned
meetings.

Adjournment.

A 160 2020 No. 3 Companies and Allied Matters Act, 2020
(4) If a meeting stands adjourned under subsection (3) any two or more
members present at the place and time to which it so stands adjourned shall
form a quorum and their decision shall bind all shareholders, and where only
one member is present, he may seek the direction of the Court to take a
decision.
(5) The provisions of this section do not apply to a company with one
member.
265.—(1) The chairman, of the board of directors shall preside as
chairman at every general meeting of the company, and if there is no such
chairman, if he is not present within one hour after the time appointed for the
holding of the meeting or is unwilling to act, the directors present shall elect
one among themselves to be chairman of the meeting.
(2) If at any meeting no director is willing to act as chairman or no
director is present within one hour after the time appointed for holding the
meeting, the members present shall choose one among themselves to be
chairman of the meeting.
(3) The duties and powers of the chairman includes a duty to—
(a) preserve order and power to take such measures as are reasonably
necessary to do so ;
(b) see that proceedings are conducted in a regular manner ;
(c) ensure that the true intention of the meeting is carried out in resolving
any issue that arises before it ;
(d) ensure that all questions that arise are promptly decided ; and
(e) act in the interest of the company.
(4) The Chairman shall cast his vote in the interest of the company as a
whole, but if he is a shareholder, he may cast it in his own interest.
(5) The Chairman has power to adjourn a meeting in accordance with
section 264 (1) of this Act.
(6) The chairman of a public company shall not act as the chief executive
officer of such company.
266.—(1) With the exception of a company having a single member,
every company shall cause minutes of all proceedings—
(a) of general meetings,
(b) at meetings of its directors, and
(c) at meetings of its managers, to be entered in books kept for that
purpose.

Powers and
duties of the
chairman of
the general
meeting.

Minutes of
proceedings
and effect.

Companies and Allied Matters Act, 2020 2020 No. 3 A 161
(2) Any such minute if purported to be signed by the chairman of the
meeting at which the proceedings were held, or by the chairman of the next
succeeding meeting, is prima facie evidence of the proceedings.
(3) Where minutes have been made, in accordance with the provisions
of this section, of the proceedings at any general meeting of the company,
meeting of directors or managers, then, until the contrary is proved, the meeting
is deemed to have been duly held and convened, and all proceedings had at
the meeting to have been duly had, and all appointments of directors, managers
or liquidators are deemed to be valid.
(4) In the case of a company that has only one member—
(a) where that single member takes any decision that—
(i) may be taken by the company in general meetings, and
(ii) has effect as if agreed by the company in general meeting, he
shall provide the board with details of that decision ; and
(b) if a person fails to comply with this section he commits an offence
and is liable to a penalty for each day the default continues in such amount
as the Commission shall specify in its regulations, and failure to comply
with this section does not affect the validity of any decision taken by that
single member.
(5) If a company fails to comply with subsection (1), the company and
every officer of the company are liable to a penalty for every day the default
continues in such amount as the Commission shall specify in its regulations.
267.—(1) The books containing the minutes of proceedings of any
general meeting of a company held on or after the commencement of this Act,
shall be kept at the registered office of the company, and shall during business
hours (subject to such reasonable restrictions as the company may by its
articles or in general meeting impose, but so that at least six hours in each day
be allowed for inspection) be open to inspection by members without charge.
(2) Any member is entitled to be furnished within seven days after receipt
of his request in that behalf to the company, with a copy of any such minutes
certified by the secretary at a charge not exceeding N100 for every page.
(3) If any inspection required under this section is refused or if any copy
required under this section is not sent within required time, the company and
every officer of the company are liable in respect of each default to a penalty
in such amount as the Commission shall specify in its regulations.
(4) In the case of any such refusal or default, the Court may by order
compel an immediate inspection of the books in respect of all proceedings of
general meetings, or direct that the copies required be sent to the person
requiring them.

Inspection
of minute
books and
copies.

A 162 2020 No. 3 Companies and Allied Matters Act, 2020

  1. The provisions of the foregoing sections apply to any class meetings
    except where expressly excluded by this Act.
    CHAPTER 11—DIRECTORS

269.—(1) A Director of a company registered under this Act is a person
duly appointed by the company to direct and manage the business of the
company.
(2) There is a rebuttable presumption in favour of any person dealing
with the company that all persons who are described by the company as
directors, whether as executive or otherwise, is duly appointed.
(3) Where a person not duly appointed acts or holds himself out as a
director, he commits an offence and is liable on conviction to imprisonment for
a term of two years or a fine as the Court deems fit for each day he so acts or
holds out himself as a director or both and shall be restrained by the company.
(4) If it is the company that holds him out as a director, it is liable to a fine
in such amount as the Commission shall specify in its regulations for each day
it holds him out, and he and the company may be restrained by any member
from so acting until he is duly appointed.
270.—(1) Without prejudice to the provisions of sections 269 and 276 of
this Act, and for the purposes of sections 279, 301 and 307 of this Act, “director”
shall include any person on whose instructions and directions the Directors
are accustomed to act.
(2) Subject to sections 301, 306 and 307 of this Act, nothing contained in
section 276 of this Act is deemed to derogate from the duties or liabilities of
the duly appointed directors.
(3) Where a person in his professional capacity gives advice and a director
acts on it , that shall not be construed to make such a person under this Act a
person in accordance with whose directions or instructions the director of a
company is accustomed to act.

APPOINTMENT OF DIRECTORS

271.—(1) Every company, not being a small, company shall have at
least two directors.
(2) Subject to subsection (1), any company whose number of directors
falls below two shall, within one month of its so falling, appoint new directors
and shall not carry on business after the expiration of one month, unless such
new directors are appointed.
(3) A director or member of a company, not being a small company, who
knows that a company carries on business after the number of directors has

Class
meetings.

Meaning of
Directors.

Shadow
Director.

Number of
Directors.

Companies and Allied Matters Act, 2020 2020 No. 3 A 163
fallen below two for more than 60 days is liable for all liabilities and debts
incurred by the company during that period when the company so carried on
business.

  1. Subject to section 271 of this Act, the number of directors and the
    names of the first directors shall be determined in writing by the subscribers
    of the memorandum of association or a majority of them or the directors may
    be named in the articles.
    273.—(1) The members at the annual general meeting may re-elect or
    reject directors and appoint new ones.
    (2) In the event of all the directors and shareholders dying, any of the
    personal representatives apply to the Court for an order to convene a meeting
    of all the personal representatives of the shareholders entitled to attend and
    vote at a general meeting to appoint new directors to manage the company,
    and if they fail to convene a meeting, the creditors, if any, may do so.
    274.—(1) The Board of directors may appoint new directors to fill any
    casual vacancy arising out of death, resignation, retirement or removal.
    (2) Where a casual vacancy is filled by the directors, the person may be
    approved by the general meeting at the next annual general meeting, and if not
    so approved, he shall immediately cease to be a director.
    (3) The directors may increase the number of directors if it does not
    exceed the maximum allowed by the articles, but the general meeting may
    increase or reduce the number of directors generally, and may determine in
    what rotation the directors shall retire, provided that such reduction shall not
    invalidate any prior act of the removed director.
    275.—(1) A public company shall have at least three independent
    directors.
    (2) In a public company, any person who nominates candidates for the
    board who would comprise a majority of the members of the board shall
    nominate at least three persons who would be independent directors.
    (3) In this section, “independent director” means a director of the company
    who, or whose relatives either separately or together with him or each other,
    during the two years preceding the time in question—
    (a) was not an employee of the company ;
    (b) did not—
    (i) make to or receive from the company payments of more than
    N20,000,000, or

Appointment
of first
directors.

Subsequent
appointment
of directors.

Casual
vacancy.

Independent
directors
in public
companies.

A 164 2020 No. 3 Companies and Allied Matters Act, 2020
(ii) own more than a 30% share or other ownership interest, directly
or indirectly, in an entity that made to or received from the company
payments of more than the amount stated in subparagraph (i) or act as a
partner, director or officer of a partnership or company that made to or
received from the company payments of more than such amount ;
(c) did not own directly or indirectly more than 30% of the shares of any
type or class of the company, and
(d) was not engaged directly or indirectly as an auditor for the company.

  1. Where a person not duly appointed as a director acts as such on
    behalf of the company, his act does not bind the company and he is personally
    liable for such action, but where it is the company which holds him out as
    director, the company is bound by his acts.
    277.—(1) The shareholding qualification for directors may be fixed by
    the articles of association of the company and unless so fixed no shareholding
    qualification shall be required.
    (2) It is the duty of every director who is by the articles of the company
    required to hold a specified share qualification, and who is not already so
    qualified, to obtain qualification within two months after his appointment.
    (3) The office of director of a company is vacated if the director does
    not, within two months from the date of his appointment, obtain his qualification
    or after the expiration of the said period, he ceases at any time to hold his
    shareholding qualification.

(4) A person vacating office under this section is incapable of being re-
appointed a director of the company until he has obtained his shareholding

qualification.
(5) If, after the expiration of the period, any unqualified person acts as a
director of the company, he is liable to a penalty in such amount as the
Commission shall specify in its regulations for every day between the expiration
of the said period or the day on which he ceased to be qualified, as the case
may be, and the last day on which it is proved that he acted as a director.
278.—(1) Any person who is appointed or to his knowledge proposed to
be appointed director of a public company and who is 70 or more years old
shall disclose this fact to the members at the general meeting.
(2) Any person who is proposed to be appointed a director of a public
company shall disclose any position he holds as a director in any other public
company at the meeting in which he is proposed for appointment as a director.

Liability of
a person
where not
duly
appointed.
Share
qualification
of Directors.

Duty of
Directors to
disclose age
and multiple
directorship
to the
company.

Companies and Allied Matters Act, 2020 2020 No. 3 A 165
(3) Any person who fails to disclose his age or multiple directorship as
required under this section shall, without prejudice to the provisions of section
307 (4) of this Act, be liable to a penalty in such amount as the Commission
shall specify in its regulations.
279.—(1) If any person, being an insolvent person, acts as director of or
directly or indirectly takes part in, or is concerned in the management of any
company, he commits an offence and is liable on conviction to a fine as the
Court deems fit, or imprisonment for a term of at least six months but not
more than two years, or both.
(2) In this section, “company” includes an unregistered company.
280.—(1) Where—
(a) a person is convicted by a High Court of any offence in connection
with the promotion, formation or management of a company, or
(b) in the course of winding-up a company, it appears that a person—
(i) has been guilty of any offence for which he is liable (whether he
has been convicted or not) under sections 668-670 of this Act, or
(ii) has been guilty of any offence involving fraud, the court shall
make an order that that person shall not be a director of or in any way,
whether directly or indirectly, be concerned or take part in the
management of a company for a specified period not exceeding 10 years.
(2) The period of disqualification referred to in subsection (1) shall
commence after the sentence for the offence has been served or on the date
the fine for the offence is paid.
(3) In this section, the “High Court and the court”, where used in relation
to the making of an order against any person by virtue of subsection (1) (a),
includes the court before which he is convicted, as well as any court having
jurisdiction to wind up the company, and in relation to the granting of leave
means any court having jurisdiction to wind up the company as respects which
leave is sought.
(4) A person intending to apply for the making of an order under this
section by the court having jurisdiction to wind-up a company shall give at
least 10 days’ notice of his intention to the person against whom the order is
sought, and on the hearing of the application, the last mentioned person may
appear in person and give evidence or call witnesses.
(5) An application for the making of an order under this section by the
court having jurisdiction to wind-up a company, may be made by the official
receiver, the liquidator of the company or person who is or has been a member
or creditor of the company, and on the hearing of any application for an order

Provisions
as to
insolvent
persons
acting as
directors.

Restraint of
fraudulent
persons.

A 166 2020 No. 3 Companies and Allied Matters Act, 2020
under this section by the official receiver or the liquidator, or of any application
for leave under this section by a person against whom an order has been
made on the application of the official receiver or liquidator, the official receiver
or liquidator shall appear and call the attention of the court to any matter
which seem to him to be relevant, and may himself give evidence or call
witnesses.
(6) An order may be made by virtue of subsection (1) (b) (ii),
notwithstanding that the person concerned may be criminally liable in respect
of the matters on the ground of which the order is to be made, and for the
purposes of the said paragraph (b) (ii), “officer” includes any person in
accordance with whose directions or instructions the directors of the company
have been accustomed to act.
(7) If any person acts in contravention of an order made under this
section, he commits an offence and in respect of each offence, is liable on
conviction to a fine as the Court deems fit or to imprisonment for a term of at
least six months or more than two years, or both.

  1. A person may be appointed a director for life provided that he shall
    be removable under section 288 of this Act.
  2. Subject to the provisions of this Act, a person may be appointed a
    director of a public company notwithstanding that he is 70 years or more of
    age but special notice shall be required of any resolution appointing or approving
    the appointment of such a director for the purposes of this section, and the
    notice given to the company and by the company to its members shall state
    the age of the person to whom it relates.
  3. The following persons shall be disqualified from being director—
    (a) an infant, that is, a person under the age of 18 years ;
    (b) a lunatic or person of unsound mind ;
    (c) a person suspended or removed under section 288 of this Act ;
    (d) a person disqualified under sections 279, 280, 284 of this Act ; and
    (e) a corporation other than its representative appointed to the board for
    a given term.
    284.—(1) The office of director shall be vacated if the director—
    (a) ceases to be a director by virtue of section 277 of this Act ;
    (b) becomes bankrupt or makes any arrangement or composition with
    his creditors ;
    (c) becomes prohibited from being a director by reason of any order
    made under sections 280-281 of this Act ;

Appointment
of director
for life.
Right to
appoint a
director at
any age.

Disqualifica-
tion for

directorship.

Vacation
of office
of director.

Companies and Allied Matters Act, 2020 2020 No. 3 A 167
(d) becomes of unsound mind ; or
(e) resigns his office by notice in writing to the company.
(2) Where a director presents himself for re-election, a record of his
attendance at the meetings of the board during the preceding one year
shall be made available to members at the general meeting where he is to
be re-elected.
285.–(1) Unless the articles provide, at the first annual general meeting
of the company all the directors shall retire from office, and at the annual
general meeting in every subsequent year one third of the directors or if their
number is not three or a multiple of three, then the number nearest one-third
shall retire from office.
(2) The directors to retire in every year are those who have been longest
in office since their last election, but as between persons who became directors
on the same day those to retire are (unless they agree among themselves)
determined by lot.
(3) The company at the meeting at which a director retires in the manner
mentioned in subsections (1) and (2), may fill the vacated office by electing a
person to that office and in default, the retiring director is, if offering himself
for re-election, deemed to have been re-elected, unless at such meeting it is
expressly resolved not to fill such vacated office or unless a resolution for the
re-election of such director have been put to the meeting and lost.
(4) No person other than a director retiring at the meeting is, unless
recommended by the directors, eligible for election to the office of director at
any general meeting unless not less than three nor more than 21 days before
the date appointed for the meeting there shall have been left at the registered
office or head office of the company notice in writing, signed by a member
duly qualified to attend and vote at the meeting for which such notice is given,
of his intention to propose such person for election, and also notice in writing
signed by that person of his willingness to be elected.

  1. The acts of a director, manager, or secretary are valid
    notwithstanding any defect that may afterwards be discovered in his
    appointment or qualification.
    287.—(1) At a general meeting of a company other than a private
    company, a motion for the appointment of two or more persons as directors of
    the company by a single resolution shall not be made, unless resolution that it
    shall be made has first been agreed to by the meeting without any vote being
    given against it.
    (2) A resolution moved in contravention of this section is void, whether
    or not its being so moved was objected to at the time :

Rotation of
directors.

Validity of
acts of
directors.
Mode of
voting on
appointment
of directors.

A 168 2020 No. 3 Companies and Allied Matters Act, 2020

Provided that—
(a) this subsection shall not be taken as excluding the operation of section
286 of this Act ; and
(b) where a resolution so moved is passed, no provision for automatic
re-appointment of retiring directors in default of another appointment applies.
(3) For the purposes of this section, a motion for approving a person’s
appointment or for nominating a person for appointment is treated as a motion
for his appointment.
(4) Nothing in this section applies to a resolution altering the company’s
articles.

REMOVAL OF DIRECTORS

288.—(1) A company may by ordinary resolution remove a director
before the expiration of his period of office, notwithstanding anything in its
articles or in any agreement between the company and him.
(2) A special notice is required of any resolution to remove a director
under this section, or to appoint some other person instead of a director so
removed, at the meeting at which he is removed, and on receipt of notice of an
intended resolution to remove a director under this section, the company shall
immediately send a copy of the notice to the director concerned and (whether
or not he is a member of the company) and is entitled to be heard on the
resolution at the meeting.
(3) Where notice is given of an intended resolution to remove a director
under this section and the director concerned makes, with respect to it,
representations in writing to the company (not exceeding a reasonable length)
and requests their notification to members of the company, the company shall,
unless the representations are received by it too late for it to do so—
(a) in any notice of the resolution given to members of the company,
state the fact of the representations having been made ; and
(b) send a copy of the representations to every member of the company
to whom notice of the meeting is sent (whether before or after receipt of the
representations by the company), and if a copy of the representations is not
sent as required in this section because it is received too late or because of
the company’s default, the director may (without prejudice to his right to be
heard orally) require that the representations are read out at the meeting :
Provided that copies of the representations need not be sent out and the
representations need not be read out at the meeting if, on the application
either of the company or any other person who claims to be aggrieved, the
court is satisfied that the rights conferred by this section are being abused to

Removal of
directors.

Companies and Allied Matters Act, 2020 2020 No. 3 A 169
secure needless publicity for defamatory matter and the court may order the
company’s costs on an application under this section to be paid in whole or in
part by the director, notwithstanding that he is not a party to the application.
(4) A vacancy created by the removal of a director under this section, if
not filled at the meeting at which he is removed, may be filled as a casual
vacancy.
(5) A person appointed director in place of a person removed under this
section is treated, for the purpose of determining the time at which he or any
other director is to retire, as if he had become director on the day on which the
person in whose place he is appointed was last appointed a director.
(6) Nothing in this section is taken as depriving a person removed under
it of compensation or damages payable to him in respect of the termination of
his appointment as a director or of any appointment terminating with that as
director, or as derogating from any power to remove a director which may
exist apart from this section.

PROCEEDINGS OF DIRECTORS

289.—(1) The directors may meet together for the dispatch of business,
adjourn and otherwise regulate their meetings as they think fit, and the first
meeting of the directors shall be held not later than six months after the
incorporation of the company.
(2) Unless the articles provide otherwise, any question arising at any
meeting is decided by a simple majority of votes, and in case of an equality of
votes, the chairman has a second or casting vote.
(3) A director may, and the secretary on the requisition of a director
shall, at any time summon a meeting of the directors.
(4) The directors may elect a chairman of their meetings and determine
the period for which he is to hold office, but if no such chairman is elected or
if at any meeting the chairman is not present within five minutes after the time
appointed for holding same, the directors present may choose one of them to
be chairman of the meeting.
(5) The directors may delegate any of their powers to a managing director
or to committees consisting of such member or members of their body as they
think fit and the managing director or any committee so formed shall, in the
exercise of the powers so delegated, conform to any regulations that may be
made by the directors.
(6) A committee may elect a chairman of its meeting, and if no such
chairman is elected, or if at any meeting the chairman is not present within
five minutes after the time appointed for holding the same, the members present
may choose one of them to be chairman of the meeting.

Proceedings
of directors.

A 170 2020 No. 3 Companies and Allied Matters Act, 2020
(7) A committee may meet and adjourn as it deems proper, and any
question arising is determined by a majority of votes of the members present,
and in the case of equality of votes the chairman has a second or casting vote.
(8) A resolution in writing, signed by all the directors for the time being
entitled to receive notice of a meeting of the directors, is as valid and effectual
as if it had been passed at a meeting of the directors duly convened and held.
(9) In all the directors’ meetings, each director is entitled to one vote.
290.—(1) Unless the articles provide otherwise, the quorum necessary
for the transaction of the business of directors are two where there are not
more than six directors, but where there are more than six directors, the quorum
is one-third of the number of directors, and where the number of directors is
not a multiple of three, then the quorum is one third to the nearest number.
(2) Where a committee of directors is appointed by the board of directors,
the board shall fix its quorum, but where no quorum is fixed, the whole committee
shall meet and act by a majority.

  1. Where the board is unable to act because a quorum cannot be
    formed, the general meeting may act in place of the board and where a
    committee is unable to act because a quorum cannot be formed, the board
    may act in place of the committee.
    292.—(1) Every director is entitled to receive notice of the directors’
    meetings, unless he is disqualified by any reason under the Act from continuing
    with the office of director.
    (2) There shall be given 14 days’ notice in writing to all directors entitled
    to receive notice unless provided in the articles.
    (3) Failure to give notice in accordance with subsection (2) invalidates
    the meeting.
    (4) Unless the articles provide otherwise, it is not necessary to give
    notice of a meeting of directors to any director absent from Nigeria, but if he
    has given an address in Nigeria, the notice shall be sent to such an address.

REMUNERATION AND OTHER PAYMENTS

293.—(1) The remuneration of the directors is determined by the
company in general meeting and such remuneration is deemed to accrue from
day-to-day.
(2) The directors may also be paid travelling, hotel and other expenses
properly incurred by them in attending and returning from meetings of the
directors, committee of the directors, general meetings of the company or in
connection with the business of the company.

Failure to
have a
quorum.
Quorum.

Notice of
meeting.

Remuneration
of directors.

Companies and Allied Matters Act, 2020 2020 No. 3 A 171
(3) Where remuneration has been fixed by the articles, it is alterable
only by a special resolution.
(4) A company is not bound to pay remuneration to directors, but where
the company agrees to pay, the directors shall be paid such remuneration out
of the fund of the company.
(5) The amount of remuneration is a debt from the company so that if
directors take office on the basis of the articles, they shall be able to sue the
company on account of the debt or prove it in liquidation.
(6) A director who receives more money than he is entitled to, is guilty of
misfeasance and is accountable to the company for such money.
(7) The remunerations of directors is apportionable.
294.—(1) A managing director receives such remuneration (whether
by way of salary, commission, participation in profits, or partly in one way and
in another) as the directors may determine.
(2) Where a managing director is removed for any reason under section
288 of this Act, he may claim for breach of contract if there is any or where a
contract could be inferred from the terms of the articles.
(3) Where he performs some services without a contract, he is entitled
to payment on a quantum merit.
295.—(1) It is not lawful for a company to pay a director remuneration
(whether as director or otherwise) free of income tax, or calculated by
reference to or varying with the amount of his income tax, or at or with the
rate or standard rate of income tax, except under a contract which was in
effect at the commencement of this Act, and provides expressly, and not by
reference to the articles, for payment or remuneration.
(2) Any provision contained in a company’s articles or in any contract
other than such a contract as mentioned in subsection (1), or in any resolution
of a company or of a company’s directors for payment to a director of
remuneration as mentioned in subsection (1), shall have effect as if it provided
for payment, as a gross sum subject to income tax, of the net sum for which it
actually provides.
(3) This section does not apply to remuneration due before this Act
comes into effect or in respect of a period before it comes into effect.
296.—(1) It is not lawful for a company to make a loan to any person
who is its director or a director of its holding company, or to enter into any
guarantee or provide any security in connection with a loan made to such a
person as earlier mentioned by any other person :

Remuneration
of a
managing
director.

Prohibition
of tax- free
payments to
directors.

Prohibition
of loans to
directors in
certain
circumstances.

A 172 2020 No. 3 Companies and Allied Matters Act, 2020

Provided that nothing in this section applies—
(a) subject to subsection (2), to anything done to provide any such
person as mentioned in this subsection with funds to meet expenditure
incurred or to be incurred by him for the purposes of the company or
for the purpose of enabling him to properly discharge his duties as an
officer of the company ; or
(b) in the case of a company whose ordinary business includes the lending
of money or the giving of guarantees in connection with loans made by
other persons, to anything done by the company in the ordinary course of
that business.
(2) Subsection (1) (a) does not authorise the making of any loan, or the
entering into any guarantee, or the provision of any security except—
(a) with the prior approval of the company given at a general meeting at
which the purposes of the expenditure, the amount of the loan or the extent
of the guarantee or security, are disclosed ; or
(b) on condition that, if the approval of the company is not given as in
subsection (2)(a) at or before the next annual general meeting, the loan
shall be repaid or the liability under the guarantee or security shall be
discharged, within six months from the conclusion of that meeting.
(3) Where the approval of the company is not given as required by any
such condition, the directors authorising the making of the loan, the entering
into the guarantee or the provision of the security, are jointly and severally
liable to indemnify the company against any loss arising from it.

  1. A company shall not make to any director of the company any
    payment by way of compensation for loss of office, or as consideration for or
    in connection with his retirement from office, unless particulars with respect
    to the proposed payment and the amount have been disclosed to members of
    the company and the proposal is approved by the company.
    298.—(1) If in connection with the transfer of the whole, or any part of
    the undertaking or property of a company, it is proposed to make any payment
    to a director of the company by way of compensation for loss of office, or as
    consideration for or, in connection with his retirement from office, the payment
    is unlawful unless particulars with respect to the proposal and the amount
    have been disclosed to members of the company and the proposal is approved
    by the company.
    (2) Where a payment declared by this section to be illegal is made to a
    director of a company, the amount received is deemed to have been received
    by him in trust for the company.

Payment by
company for
loss of office
to be
approved.
Payment to
director for
loss of
office, etc.,
or transfer of
property
illegal.

Companies and Allied Matters Act, 2020 2020 No. 3 A 173
299.—(1) Where, in connection with the transfer to any person of all or
any of the shares in a company, being a transfer resulting from—
(a) an offer made to the general body of shareholders,
(b) an offer made by or on behalf of some other body corporate with a
view to the company becoming its subsidiary or a subsidiary of its holding
company,
(c) an offer made by or on behalf of an individual with a view to his
obtaining the right to exercise or control the exercise of at least one-third of
the voting power at any general meeting of the company, or
(d) any other offer which is conditional on acceptance to a given extent
payment is to be made to a director of the company by way of compensation
for loss of office, or as consideration for or in connection with his retirement
from office, it is the duty of that director to do all things reasonably necessary
to secure that particulars with respect to the proposed payment and the
amount, are included in or sent with any notice of the offer made for their
shares which is given to any shareholder.
(2) If—
(a) any such director fails to do all things reasonably necessary as
mentioned in this section, or
(b) any person who has been properly required by any such director to
include the said particulars in or send them with any such notice fails so to do,
he is liable to a penalty in such amount as the Commission shall specify in its
regulations.
(3) If—
(a) the requirements of subsection (1) of this section are not complied
with in relation to any such payments ; or
(b) the making of the proposed payment is not, before the transfer of
any share in pursuance of the offer, approved by a meeting summoned for
the purpose of the holders of the shares to which the offer relates and of
other holders of shares of the same class as any of the said shares, any
sum received by the director on account of the payment is deemed to have
been received by him in trust for any person who has sold his shares as a
result of the offer made, and the expenses incurred by him in distributing
that sum amongst those persons shall be borne by him and not retained out
of that sum.
(4) Where the shareholders referred to in subsection (3) (b) are not all
the members of the company and no provision is made by the articles for
summoning or regulating such a meeting as is mentioned in that paragraph, the
provisions of this Act and of the company’s articles relating to general meetings

Directors to
disclose
payment for
loss of
office, etc.,
in certain
cases.

A 174 2020 No. 3 Companies and Allied Matters Act, 2020
of the company, for that purpose, apply to the meeting either without
modification or with such modification as the Commission on the application
of any person concerned may direct for the purpose of adapting them to the
circumstances of the meeting.
(5) If at a meeting summoned for the purpose of approving any payment
as required by subsection (3) (a), a quorum is not present and, after the meeting
has been adjourned to a later date, a quorum is again not present, the payment
is, for the purposes of that subsection be deemed to have been approved.
300.—(1) Where, in proceedings for the recovery of any payment which
has been received by any person in trust by virtue of section 298 and 299 (1)
and (3) of this Act, it is shown that—
(a) the payment was made in pursuance of any arrangement entered
into as part of the agreement for the transfer in question, or within one year
but before two years after that agreement or the offer leading thereto ; and
(b) the company or any person to whom the transfer was made was
privy to that arrangement, the payment is deemed, except in so far as the
contrary is shown, to be one to which the subsections apply.
(2) If in connection with any such transfer mentioned in sections 298
and 299 of this Act—
(a) the price to be paid for any share held by a director of the company
whose office is to be abolished or who is to retire from office in the company
held by him is in excess of the price obtainable at the time by other holders
of the like shares ; or
(b) any valuable consideration is given to any such director, the excess
or the money value of the consideration, as the case may be, shall, for the
purposes of that section, be deemed to have been a payment made to him
by way of compensation for loss of office, or as consideration for or in
connection with his retirement from office.
(3) References in sections 297-299 of this Act to payments made to any
director of a company by way of compensation for loss of office or as
consideration for or in connection with his retirement from office does not
include any bona fide payment by way of damages for breach of contract or
by way of pension in respect of past services and for the purposes of this
subsection, “pension” includes any superannuation allowance, superannuation
gratuity or similar payment.
(4) Nothing in section 298 or 299 of this Act shall be taken to prejudice
the operation of any rule of law requiring disclosure to be made with respect
to any such payments as are mentioned there, or with respect to any other like
payments made, or to be made, to the directors of a company.

Provisions
supplementary
to sections
298 to 299.

Companies and Allied Matters Act, 2020 2020 No. 3 A 175
DISCLOSURE OF DIRECTORS’ INTERESTS

301.—(1) Every company shall keep a register showing as respects
each director of the company (not being its holding company) the number,
description and amount of shares in, debentures of the company or any other
body corporate, being the company’s subsidiary, holding company, or a
subsidiary of the company’s holding company, which are held by or in trust for
him or of which he has any right to become the holder:Provided that the

register need not include shares in any body corporate which is the wholly-
owned subsidiary of another body corporate, and for this purpose, a body

corporate is wholly-owned subsidiary of another if it has no members but that
other and that other’s wholly-owned subsidiaries and its or their nominees.
(2) Where any share or debenture fail to be or cease to be recorded in
the said register in relation to any director by reason of a transaction entered
into after the commencement of this Act and while he is a director, the register
shall also show the date of, and price or other consideration for the transaction:
Provided that where there is an interval between the agreement for any such
transaction and the completion thereof, the date is that of the agreement.
(3) The nature and extent of a director’s interest or right in or over
shares or debentures recorded in relation to him in the said register shall, if he
so requires, be indicated in the register.
(4) The company shall not by virtue of anything done for the purposes of
this section, be affected with notice of, or put upon inquiry as to the rights of
any person in relation to shares or debentures.
(5) The said register shall, subject to the provisions of this section, be
kept at the company’s registered or head office and be open to inspection
during business hours (subject to such reasonable restrictions as the company
may by its articles or in general meeting impose, so that at least two hours in
each day be allowed for inspection)—
(a) during the period beginning 14 days before the date of the company’s
annual general meeting and ending three days after the date of its conclusion,
it shall be open to the inspection of any member or holder of debentures of
the company ; and
(b) during that or any other period, it shall be open to the inspection of
any person acting on behalf of the Commission.
(6) In computing the 14 days and the three days mentioned in
subsection (5), any day which is a Saturday, Sunday or a public holiday is
disregarded.

Register of
directors’
shareholding,
etc.

A 176 2020 No. 3 Companies and Allied Matters Act, 2020
(7) Without prejudice to the rights conferred by subsection (5), the
Commission may, at any time, request for the production to it of a copy of the
register, or any part thereof.
(8) The register shall also be produced at the commencement of the
company’s annual general meeting and remain open and accessible during the
continuance of the meeting to any person attending the meeting.
(9) If default is made in complying with subsection (1) or (2), or if any
inspection required under this section is refused, or any copy required is not
sent within a reasonable time, the company and each officer of the company
are liable to a penalty in such amount as the Commission shall specify in its
regulations, and if default is made in complying with subsection (8), the company
and every officer of the company are liable to a penalty in such amount as the
Commission shall specify in its regulations.
(10) If any inspection required under this section is refused, the Court
may, by order, compel an immediate inspection of the register.
(11) For the purposes of this section—
(a) any person, in accordance with whose directions or instructions the
directors of a company are accustomed to act, is deemed to be a director
of the company ; and
(b) a director of a company is deemed to hold or to have any interest or
right in or over, any share or debenture, if a permanent representative of
the body corporate other than the company holds them or has that interest
or right in or over them, and either—
(i) that permanent representative is accustomed to act in accordance
with his directions or instructions, or
(ii) he is entitled to exercise or control the exercise of one third or
more of the voting power at any general meeting of that body corporate.
302.—(1) It is the duty of any director of a company to give notice to
the company of such matters relating to himself as may be necessary for the
purposes of sections 301 and 303 of this Act except so far as it relates to loans
made by the company or by any other person under a guarantee from or on a
security provided by the company, to an officer.
(2) Any notice given for the purposes of this section, shall be in writing
and if it is not given at a meeting of the directors, the director giving it shall do
all things reasonably necessary to secure that it is brought up and read at the
next meeting of directors after it is given.
(3) Subsection (1) shall, to the extent to which it applies in relation to
directors, apply to the like extent for the purposes of—

General
duty to give
notice, etc.

Companies and Allied Matters Act, 2020 2020 No. 3 A 177
(a) section 303 of this Act in relation to officers other than directors, and
(b) section 303 of this Act in relation to persons who are or have at any
time during the preceding five years been officers of the company.
(4) Any person who makes default in complying with the provisions of
this section is liable to a penalty in such amount as the Commission shall
specify in its regulations.
303.—(1) Subject to the provisions of this section, it is the duty of a
director of a company who is in any way, whether directly or indirectly, interested
in a transaction or a proposed transaction with the company, to immediately
notify the directors of such company in writing, specifying particulars of the
director’s interest.
(2) For the purpose of this section, a general notice given to the directors
of a company by a director to the effect that he is a member of a specified
company or firm and is to be regarded as interested in any transaction which
may, after the date of the notice, be made with that company or firm, shall not
be deemed to be a sufficient declaration of interest in relation to any transaction
so made unless the particulars of the transaction are also disclosed by that
director to the board upon being known to that director, and that the director
does all things reasonably necessary to be sure that it is brought up and read
at the next meeting of the directors after it is given.
(3) Any director who fails to comply with the provisions of this section
commits an offence and is liable to a fine in such amount as the Commission
shall specify in its regulations.
(4) Nothing in this section shall be taken to prejudice the operation of
any rule of law restricting directors of a company from having any interest in
contracts with the company.
304.—(1) Every company to which this section applies shall, in all trade
circulars, show cards and business letters on or in which the company’s name
appears and which are issued or sent by the company to any person in Nigeria,
state in legible characters with respect to every director—
(a) his present forename or the initials, and present surname ;
(b) any former forename and surname ; and
(c) his nationality, if not a Nigerian:Provided that, if special circumstances
exist which the Commission is of the opinion render it expedient that such
an exemption should be granted, the Commission may, subject to such
conditions as it may prescribe by notice published in the Federal Government
Gazette, exempt a company from the obligations imposed by this subsection.

Disclosure
by directors
of interests
in contracts.

Particulars
with respect
to directors
in trade
catalogues,
etc.

A 178 2020 No. 3 Companies and Allied Matters Act, 2020
(2) This section applies to every company incorporated under this Act,
or any enactment repealed by it.
(3) If a company defaults in complying with this section, every officer of
the company is liable to a penalty in such amount as the Commission shall
specify in its regulations.
(4) For the purposes of this section—
(a) “initials” includes a recognised abbreviation of a forename ;
(b) references to a former forename or surname in the case of a married
woman do not include the name or surname by which she was known
previous to the marriage ; and
(c) “show cards” means cards containing or exhibiting articles dealt
with, or samples or representations.
305.—(1) A director of a company stands in a fiduciary relationship
towards the company and shall observe utmost good faith towards the company
in any transaction with it or on its behalf.
(2) A director owes fiduciary relationship with the company where—
(a) a director is acting as agent of a particular shareholder ; or
(b) though, he is not an agent of any shareholder, such a shareholder or
other person is dealing with the company’s securities.
(3) A director shall act at all times in what he believes to be the best
interests of the company as a whole so as to preserve its assets, further its
business, and promote the purposes for which it was formed, and in such
manner as a faithful, diligent, careful and ordinarily skilful director would act
in the circumstances and, in doing so, shall have regard to the impact of the
company’s operations on the environment in the community where it carries
on business operations.
(4) The matters to which a director of a company is to have regard in the
performance of his functions include the interests of the company’s employees
in general, as well as the interests of its members.
(5) A director shall exercise his powers for the purpose for which he is
specified and shall not do so for a collateral purpose, and the power, if exercised
for the right purpose, does not constitute a breach of duty, if it, incidentally,
affects a member adversely.
(6) A director shall not fetter his discretion to vote in a particular way.
(7) Where a director is allowed to delegate his powers under any provision
of this Act, such a director shall not delegate the power in such a way and
manner as may amount to an abdication of duty.

Duties of
directors.

Companies and Allied Matters Act, 2020 2020 No. 3 A 179
(8) No provision, whether contained in the articles, resolutions of a
company, or any contract, shall relieve any director from the duty to act in
accordance with this section or relieve him from any liability incurred as a
result of any breach of the duties conferred upon him under this section.
(9) Any duty imposed on a director under this section is enforceable
against a director by the company.
306.—(1) The personal interest of a director shall not conflict with any
of his duties as a director under this Act.
(2) A director shall not—
(a) in the course of management of affairs of the company, or
(b) in the utilisation of the company’s property, make any secret profit or
achieve other unnecessary benefits.
(3) A director is accountable to the company for any secret profit made by
him or any benefit derived by him contrary to the provisions of subsection (2).
(4) The inability or unwillingness of the company to perform any function
or duty under its articles and memorandum does not constitute a defence to
any breach of duty of a director under this Act.
(5) The duty not to misuse corporate information does not cease by a
director or an officer having resigned from the company, and he is still
accountable and can be restrained by an injunction from misusing the
information received by virtue of his previous position.
(6) Where a director discloses his interests before the transaction and
before the secret profits are made before the general meeting, which may or
may not authorise any resulting profits, he may escape liability, but he does not
escape liability if he discloses only after he has made the secret profits, and in
this case, he shall account for the profits.
307.—(1) The fact that a person holds more than one directorship shall
not derogate from his fiduciary duties to each company, including a duty not to
use the property, opportunity or information obtained in the course of the
management of one company for the benefit of the other company, or to his
own or other person’s advantage.
(2) Subject subsection (3), a person shall not be a director in more than
five public companies.
(3) Any person who is a director in more than five public companies
shall, at the next annual general meeting of the companies after the expiration
of two years from the commencement of this Act, resign from being a director
from all but five of the companies.

Conflicts of
duties and
interests.

Multiple
directorships.

A 180 2020 No. 3 Companies and Allied Matters Act, 2020
(4) Any person who acts as a director of a public company in contravention
of the provisions of this section is liable to a daily penalty in such amount as
the Commission shall specify in its regulations and shall refund to each of the
companies every remuneration and allowances paid to him as a director in
each of the companies.
308.—(1) Every director of a company shall exercise the powers and
discharge the duties of his office honestly, in good faith and in the best interests
of the company, and shall exercise that degree of care, diligence and skill
which a reasonably prudent director would exercise in comparable
circumstances.
(2) Failure to take reasonable care in accordance with the provisions of
this section, is a ground for an action for negligence and breach of duty.
(3) Each director is individually responsible for the actions of the board
in which he participated, and the absence from the board’s deliberations, unless
justified, does not relieve a director of such responsibility.
(4) The same standard of care in relation to the director’s duties to the
company shall be required for both executive and non-executive directors:
Provided that additional liability and benefit may arise under the master and
servant law in the case of an executive director if there is an express or
implied contract to that effect.
309.—(1) Directors are trustees of the company’s money, properties
and their powers and as such shall account for all the money over which they
exercise control, refund any money improperly paid away, and shall exercise
their powers honestly in the interest of the company and all the shareholders,
and not in their own or sectional interests.
(2) A director may, when acting within his authority and the powers of
the company, be regarded as agents of the company under Part III of this Act.

PROPERTY TRANSACTIONS BY DIRECTORS

310.—(1) Subject to the exceptions provided by section 311 of this Act,
a company shall not enter into an arrangement whereby—
(a) a director or controlling member of a company or its holding company,
or a person connected with such a director or controlling member, acquires
or is to acquire one or more non- cash assets of the requisite value from the
company ; or
(b) the company acquires or is to acquire one or more non-cash assets
of the requisite value from such a director or controlling member or a person
so connected, unless the arrangement is first approved by a resolution of
the company in general meeting after being informed of all material facts

Duty of care
and skill.

Legal
position of
directors.

Substantial
property
transactions
involving
directors,
controlling
members,
etc.

Companies and Allied Matters Act, 2020 2020 No. 3 A 181
relating to the transaction and if the director, controlling member or connected
person is a director of its holding company or a person connected with such
a director or controlling member, by a resolution in general meeting of the
holding company after being informed of all material facts relating to the
transaction.
(2) For the purpose of subsection (1), a non-cash asset is of the requisite
value if, at the time the arrangement in question is entered into, its value is not
less than an amount the Commission may by regulation prescribe”.
(3) A person is a controlling member of a company if that person, either
alone or in an understanding with other persons, has more than 50% of the
voting power to elect or remove directors of the company.
(4) For the purposes of this section and sections 311 and 312 of this Act,
a shadow director is treated as a director.
311.—(1) No approval shall be required to be given under section 310
of this Act by any body corporate unless it is a company within the meaning of
this Act, or if it is a wholly-owned subsidiary of anybody corporate.
(2) Section 309 of this Act does not apply to an arrangement for the
acquisition of a non- cash asset if—
(a) the asset is to be acquired by a holding company from any of its

wholly- owned subsidiaries or from a holding company by any of its wholly-
owned subsidiary of a holding company from another wholly-owned

subsidiary of that same holding company ; or
(b) the arrangement is entered into by a company which is being wound
up, unless the winding-up is a member’s voluntary winding-up.
(3) Section 310 (1) (a) does not apply to an arrangement whereby a
person is to acquire an asset from a company of which he is a member, if the
arrangement is made with that person in his character as a member.
312.—(1) An arrangement entered into by a company in contravention
of section 310 of this Act and any transaction entered into in pursuance of the
arrangement (whether by the company or any other person), is voidable at the
instance of the company or voidable by a court on its decision on a claim by
members, unless one or more of the conditions specified in subsection (2) is
satisfied.
(2) The conditions are that—
(a) restitution of any money or other asset which is the subject-matter of
the arrangement or transaction is no longer possible or the company has
been indemnified in pursuance of this section by any other person for the
loss or damage suffered by it ;

Exceptions
from section
310.

Liabilities
arising from
contravention
of section
310.

A 182 2020 No. 3 Companies and Allied Matters Act, 2020
(b) any right acquired bona fide for value and without actual notice of
the contravention by any person who is a party to the arrangement or
transaction would be affected by its avoidance ; or
(c) the arrangement is, within a reasonable period, ratified and affirmed
in full accordance with the requirements for advance approval set out in
section 311 of this Act.
(3) If an arrangement is entered into with a company by a director of the
company or its holding company or a person connected with him in
contravention of section 310 of this Act, that director, controlling member and
person so connected, and any other director of the company who authorises
the arrangement or any transaction entered into in pursuance of such an
arrangement, commits an offence and liable—
(a) to account to the company for any gain which he has made and any
loss or damage suffered by the company, directly or indirectly by the
arrangement or transaction,
(b) directly and derivatively to members of the company for any loss or
damage suffered by them,
(c) jointly and severally with any other person liable under this subsection,
to indemnify the company for any loss or damage resulting from the
arrangement or transaction,where found guilty and convicted of an offence
guilty of the office, disqualified to serve as a director of the company.
(4) In any action referred to in this section the plaintiff has the right to
obtain any relevant documents from the defendant and the witnesses at trial,
and may request categories of documents from such person without identifying
specific documents.
(5) This section is without prejudice to any liability imposed than by this
section, and is subject to subsections (6)-(7) and the liability under subsection
(3) arises whether or not the arrangement or transaction entered into has
been avoided under subsection (1) of this section.
(6) If an arrangement is entered into by a company and a person
connected with a director of the company or its holding company in
contravention of section 310 of this Act, that director is not liable under
subsection (3) if he shows that he took all reasonable steps to secure the
company’s compliance with that section.
(7) This section has effect with respect to references in sections 310,
311 and 312 of this Act to a person being “connected” with a director of a
company, and to a director being “associated with” or “controlling” a body
corporate.

Companies and Allied Matters Act, 2020 2020 No. 3 A 183
(8) A person is connected with another person if he is—
(a) that other person’s spouse, child or step-child, including illegitimate
child ;
(b) a body corporate with which the person is associated ; or
(c) a person acting in his capacity as trustee of any trust, the beneficiaries
of which include—
(i) the director, his spouse, any children or step-children, or
(ii) a body corporate with which he is associated, or of a trust whose
terms confer a power on the trustees that may be exercised for the
benefit of the person, his spouse or any children or step-children of his,
or any such body corporate ; or
(d) a person acting in his capacity as partner of that director or of any
person who, by virtue of paragraphs (a), (b) or (c), is connected with that
director.
313.—(1) A director shall not accept a bribe, a gift, or commission either
in cash or kind from any person or a share in the profit of that person in
respect of any transaction involving his company in order to introduce his
company to deal with such a person.
(2) If a director contravenes the provisions of subsection (1), he commits
a breach of duty and the company shall recover from the director the actual
gift and sue him and the other person for damages sustained without any
deduction in respect of what the director has returned.
(3) Where the gift is made after the transaction has been completed in a
form of unsolicited gift as a sign of gratitude, the director may be allowed to
keep the gift, provided he declares it before the board and that fact shall also
appear in the minutes book of the directors.
(4) In all cases concerning secret benefits, the plea that the company
benefited or that the gift was accepted in good faith is not a defence.
MISCELLANEOUS MATTERS RELATING TO DIRECTORS
314.—(1) In a limited company the liability of the directors, managers
or managing director, may, if so provided by the memorandum, be unlimited.
(2) In a limited company in which the liability of a director, manager is
unlimited, the directors and managers of the company and the member who
proposes a person for election or appointment to the office of director or
manager, shall add to that proposal a statement that the liability of the person
holding that office is unlimited, and before the person accepts the office or
acts therein, notice in writing that his liability are unlimited is given to him by

Prohibition
of secret
benefits.

Directors
with
unlimited
liability in
respect of a
limited
company.

A 184 2020 No. 3 Companies and Allied Matters Act, 2020
the promoters of the company, the directors of the company, any managers of
the company and the Secretary of the company.
(3) If any director, manager, or promoter makes default in adding such a
statement, or if any promoter, director, manager or secretary makes default in
giving such a notice, he shall is liable to a penalty in such amount as the
Commission shall specify in its regulations and is also liable for any damage
which the person so elected or appointed may sustain from the default.
315.—(1) A limited company, if so authorised by its articles, may, by
special resolution, alter its memorandum so as to render unlimited the liability
of its directors or managers, or of any managing director.
(2) Upon the passing of any such special resolution, the provisions of it
are as valid as if they had been originally contained in the Memorandum.

  1. Where a company—
    (a) receives money by way of loan for specific purpose ;
    (b) receives money or other property by way of advance payment for
    the execution of a contract or project ; or
    (c) with intent to defraud, fails to apply the money or other property for
    the purpose for which it was received, every director or other officer of the
    company who is in default is personally liable to the party from whom the
    money or property was received for a refund of the money or property so
    received and not applied for the purpose for which it was received and
    nothing in this section affects the liability of the company itself.
    317.—(1) The provisions of this section apply in respect of any term of
    an agreement where a director’s employment with the company of which he
    is a director or, where he is the director of a holding company, his employment
    within the group, is to continue or may be continued, than at the instance of
    the company (whether under the original agreement entered into in pursuance
    of it or not), for more than five years during which the employment—
    (a) cannot be terminated by the company by notice ; or
    (b) can be so terminated only in specified circumstances.
    (2) References in subsection (1) to employment being continued (or its
    potential to be continued) are references to its being continued (or its potential
    to be continued) whether under the original agreement concerned or under a
    new agreement entered into in pursuance of the original agreement concerned
    prior to the expiration of the original agreement or within 6 months of the
    expiration of the original agreement.

Special
resolution of
limited
company
making
liability of
directors
unlimited.
Personal
liability of
directors and
officers.

Director’s
contract of
employment
for more
than five
years.

Companies and Allied Matters Act, 2020 2020 No. 3 A 185
(3) A company shall not incorporate, in an agreement, such a term as is
mentioned in subsection (1) unless the term is first approved by a resolution of
the company in general meeting and in the case of a director of a holding
company, by a resolution of that company in general meeting.
(4) No approval is required to be given under this section by anybody
corporate unless it is a company within the meaning of this Act, or if it is a
wholly-owned subsidiary of any body corporate.
(5) A resolution of a company approving such a term as is mentioned in
subsection (1), shall not be passed at a general meeting of the company unless
a written memorandum setting out the proposed agreement incorporating the
term is available for inspection by members of the company both—
(a) at the company’s registered office for at least 15 days ending with
the date of the meeting ; and
(b) at the meeting itself.
(6) A term incorporated in an agreement in contravention of this section
is to the extent that it contravenes the section, void, and that agreement and in
a case where subsection (2) applies, the original agreements is deemed each
to contain a term entitling the company to terminate it at any time by the giving
of reasonable notice.
(7) In this section—
(a) “employment” includes employment under a contract for services ; and
(b) “group” in relation to a director of a holding company, means the
group which consists of that company and its subsidiaries and for purposes
of this section, a shadow director shall be treated as a director.
318.—(1) Every company shall keep a register of its directors.
(2) The register shall contain the required particulars of each person
who is a director of the company.
(3) The register shall be kept available for inspection at the company’s
registered office.
(4) The company shall give notice to the Registrar—
(a) of the place at which the register is kept available for inspection, and
(b) of any change in that place, unless it has at all times been kept at the
company’s registered office.
(5) The Register shall be open to the inspection of any—
(a) member of the company without charge, and
(b) other person on payment of such fee as may be prescribed.

Register of
directors.

A 186 2020 No. 3 Companies and Allied Matters Act, 2020
(6) If default is made in complying with subsection (1), (2) or (3) or if
default is made for 14 days in complying with subsection (4), or if an inspection
required under subsection (5) is refused, the company and each officer of the
company is each liable to a penalty in such amount as the Commission shall
specify in its regulations.
(7) In the case of a refusal of inspection of the register, the Court may
upon application by any person aggrieved, by order compel an immediate
inspection of it.
319.—(1) A company’s register of directors shall contain, in the case of
an individual—
(a) full name and any former name or names ;
(b) service address ;
(c) nationality ;
(d) business occupation (if any) ;
(e) date of birth ;
(f ) phone number ; and
(g) email address.
(2) For the purposes of this section a “former name” means a name by
which the individual was formerly known.
(3) The register contain particulars of a former name where the former
name—
(a) was changed or disused before the person attained the age of 18
years, or
(b) has been changed or disused for 20 years or more.
(4) A person’s service address may be stated to be the company’s
registered office.
320.—(1) Every company shall keep a register of directors’ residential
addresses.
(2) The register shall state the usual residential address of each of the
company’s directors.
(3) If a director’s usual residential address is the same as the service
address (as stated in the company’s register of directors), the register of
directors’ residential addresses need only contain an entry to that effect
provided the service address is not the company’s registered office.
(4) If default is made in complying with this section, the company and
each officer of the company are each liable to a penalty in such amount as the
Commission shall specify in its regulations.

Particulars
of directors
to be
registered.

Register of
directors’
residential
addresses.

Companies and Allied Matters Act, 2020 2020 No. 3 A 187
321.—(1) A company shall, within 14 days from—
(a) a person becoming or ceasing to be a director ; or
(b) the occurrence of any change in the particulars contained in its register
of directors or residential addresses, give notice to the Commission of the
change and of the date on which it occurred.
(2) Notice of a person having become a director of the company shall—
(a) contain a statement of the particulars of the new director that are
required to be included in the company’s register of directors and its register
of directors’ residential addresses ; and
(b) be accompanied by a consent, by that person, to act in that capacity.
(3) Where—
(a) a company gives notice of a change of a director’s service address
as stated in the company’s register of directors ; and
(b) the notice is not accompanied by notice of any resulting change in
the particulars contained in the company’s register of directors’ residential
addresses, the notice shall be accompanied by a statement that no such
change is required.
(4) If default is made in complying with this section, the company and
each officer of the company are liable to a penalty for every day during which
the default continues.

PARTICULARS OF DIRECTORS TO BE REGISTERED
AND NOTIFIED TO THE COMMISSION

  1. The Minister may by regulations, vary particulars required to be
    contained in a company’s register of directors and to notify the Commission.

RESTRICTION ON USE OR DISCLOSURE OF DIRECTORS’ ADDRESSES
323.—(1) This Chapter makes provision for protecting, in the case of a
company director who is an individual—
(a) information as to his usual residential address ; and
(b) the information that his service address is his usual residential address.
(2) Information in subsection (1) is referred to in this Part as “protected
information”.

Duty to
notify the
commission
of changes.

Power to
make
regulations
on
particulars
of
directors.

Protected
information.

A 188 2020 No. 3 Companies and Allied Matters Act, 2020
(3) Information does not cease to be protected information on the individual
ceasing to be a director of the company, and references in this Chapter to a
director include, to that extent, a former director.
324.—(1) A company shall not use or disclose protected information
about any of its directors, except—
(a) for communicating with the director concerned,
(b) in order to comply with any requirement of this Act as to particulars
to be sent to the registrar, or
(c) in accordance with section 328.
(2) Subsection (1) does not prohibit any use or disclosure of protected
information with the consent of the director concerned.
325.—(1) The Commission shall omit protected information from the
material on the register that is available for inspection where—
(a) it is contained in a document delivered to the director in which such
information is required to be stated ; and
(b) in the case of a document having more than one part, it is contained
in a part of the document in which such information is required to be stated.
(2) The Commission is not obliged—
(a) to check other documents or (as the case may be) other parts of the
document to ensure the absence of protected information ; or
(b) to omit from the material that is available for public inspection anything
registered before this Chapter comes into effect.
(3) The Commission shall not use or disclose protected information
except—
(a) as permitted by section 326 ; or
(b) in accordance with section 327.
326.—(1) The Commission may use protected information for
communicating with the director in question.
(2) The Commission may disclose protected information—
(a) to a public authority specified for the purposes of this section by
regulations made by the Minister ; or
(b) to a credit reference agency.
(3) The Minister may make provision by regulations—
(a) specifying conditions for the disclosure of protected information in
accordance with this section ; and
(b) providing for the charging of fees.

Restriction
on use or
disclosure of
protected
information
by company.

Protected
information:
restriction
on use or
disclosure
by the
Commission.

Permitted
use or
disclosure
by the
Commission.

Companies and Allied Matters Act, 2020 2020 No. 3 A 189
(4) The Minister may make provision by regulations requiring the
Commission, on application, to refrain from disclosing protected information
relating to a director to a credit reference agency.
(5) Regulations under subsection (4) may make provision as to—
(a) who may make an application ;
(b) the grounds on which an application may be made ;
(c) the information to be included in and documents to accompany an
application ; and
(d) how an application is to be determined.
(6) Provision under subsection (5) (d) may in particular—
(a) confer a discretion on the Commission ; and
(b) provide for a question to be referred to a person other than the
Commission for the purposes of determining the application.
(7) In this section—
(a) “credit reference agency” means a person carrying on a
business comprising the furnishing of information relevant to the
financial standing of individuals, being information collected by the
agency for that purpose ; and
(b) “public authority” includes any person or body having functions of
a public nature.
327.—(1) The court may make an order for the disclosure of protected
information by the company or by the Commission if—
(a) there is evidence that service of documents at a service address
other than the director’s usual residential address is not effective to bring
them to the notice of the director ; or
(b) it is necessary or expedient for the information to be provided in
connection with the enforcement of an order or decree of the Court and
the Court is satisfied that it is appropriate to make the order.
(2) An order for disclosure by the Commission is to be made only if the
company—
(a) does not have the director’s usual residential address ; or
(b) has been dissolved.
(3) The order may be made on the application of a liquidator, creditor or
member of the company, or any other person appearing to the court to have a
sufficient interest.
(4) The order shall specify the persons to whom, and purposes for which,
disclosure is authorised.

Disclosure
under court
order.

A 190 2020 No. 3 Companies and Allied Matters Act, 2020
328.—(1) The Commission may put a director’s usual residential address
on the public record if—
(a) communications sent by the Commission to the director and requiring
a response within a specified period remain unanswered ; or
(b) there is evidence that service of documents at a service address
provided in place of the director’s usual residential address is not effective
to bring them to the notice of the director.
(2) The Commission shall give notice of the proposal—
(a) to the director ; and
(b) to every company of which the Commission has been notified that
the individual is a director.
(3) The notice shall—
(a) state the grounds on which it is proposed to put the director’s usual
residential address on the public record, and specify a period within which
representations may be made before that is done ; and
(b) be sent to the director at his usual residential address, unless it appears
to the Commission that service at that address may be ineffective to bring
it to the director’s notice, in which case it may be sent to any service
address provided in place of that address.
(4) The Commission shall take account of any representations received
within the specified period.
329.—(1) The Commission, on deciding that a director’s usual residential
address is to be put on the public record, shall proceed as if notice of a change
of registered particulars had been given—
(a) stating that address as the director’s service address ; and
(b) stating that the director’s usual residential address is the same as his
service address.
(2) The Commission shall give notice of having done so—
(a) to the director ; and
(b) to the company.
(3) On receipt of the notice the company shall—
(a) enter the director’s usual residential address in its register of directors
as his service address ; and
(b) state in its register of directors’ residential addresses that his usual
residential address is the same as his service address.

Circumstances
in which
commission
may put
address on
the public
record.

Putting the
address on
the public
record.

Companies and Allied Matters Act, 2020 2020 No. 3 A 191
(4) If the company has been notified by the director in question of a
more recent address as his usual residential address, it shall—
(a) enter that address in its register of directors as the director’s service
address ; and
(b) give notice to the registrar as on a change of registered particulars.
(5) If a company fails to comply with subsection (3) or (4), the company
and each officer of the company are liable to a penalty for every day during
which the default continues in such amount as the Commission shall specify in
its regulations.
(6) A director whose usual residential address has been put on the
public record by the Commission under this section may not register a service
address other than his usual residential address for five years from the date of
the Commission’s decision.

CHAPTER 12—SECRETARIES

330.—(1) Except in the case of a small company, every company shall
have a secretary.
(2) Where at the commencement of this Act a public company has not
appointed a secretary, the company shall not later than six months after the
commencement of this Act appoint a secretary.
(3) Anything required or authorised to be done by or of the secretary
may, if the office is vacant or there is for any other reason no secretary
capable of acting, be done by or of any assistant or deputy secretary or, if
there is no assistant or deputy secretary capable of acting, by or of any officer
of the company authorised generally or specially by the directors.
(4) If a public company contravenes the provisions of this section, the
company and the directors of the company are liable to a fine in such amount
as the Commission shall specify and, in the case of continued contravention,
to a daily penalty in such amount as the Commission shall specify.

  1. A provision requiring or authorising a thing to be done by or of a
    director and the secretary is not satisfied by its being done by or of the same
    person acting both as director and as, or in place of the secretary.
  2. It is the duty of a director of a company to take all reasonable steps
    to ensure that the secretary of the company is a person who appears to have
    the requisite knowledge and experience to discharge the functions of a secretary
    of a company, and in the case of a public company, he shall be—
    (a) a member of the Institute of Chartered Secretaries and Administrators ;

Secretaries.

Avoidance of
acts done by
a person as
director and
secretary.
Qualification
of a
secretary.

A 192 2020 No. 3 Companies and Allied Matters Act, 2020
(b) a legal practitioner within the meaning of the Legal Practitioners
Act ;
(c) a member of any professional body of accountants established from
time to time by an Act of the National Assembly ;
(d) any person who has held the office of the secretary of a public
company for at least three years of the five years immediately preceding
his appointment in a public company ; or
(e) a body corporate or firm consisting of members each of whom is
qualified under paragraph (a), (b), or (c).
333.—(1) A secretary is appointed by the directors and, subject to the
provisions of this section, may be removed by them.
(2) Where it is intended to remove the secretary of a public company,
the board of directors shall give him notice—
(a) stating that it is intended to remove him ;
(b) setting out the grounds on which it is intended to remove him ;
(c) giving him a period at least seven working days within which to make
his defence ; and
(d) giving him an option to resign his office within seven working days.
(3) Where, following the notice prescribed in subsection (2), the secretary
does not within the given period resign his office or make a defence, the board
may remove him from office and shall make a report to the next general
meeting, but where the secretary, without resigning his office, makes a defence
and the board does not consider it sufficient, if the ground—
(a) on which it is intended to remove him is fraud or serious misconduct,
the board may remove him from office and shall report to the next general
meeting ; and
(b) is other than fraud or serious misconduct, the board shall not remove
him without the approval of the general meeting, but may suspend him and
shall report to the next general meeting.
(4) Notwithstanding any provision of law, where a secretary suspended
under subsection (3) (b) is removed with the approval of the general meeting,
the removal may take effect from such time as the general meeting may
determine.

  1. A secretary does not owe fiduciary duties to the company, but
    where he is acting as its agent he owes fiduciary duties to it, and as such is
    liable to the company where he makes secret profits or lets his duties conflict
    with his personal interests, or uses confidential information he obtained from
    the company for his own benefit.

Appointment
and removal
of a
secretary.

Fiduciary
interests of a
secretary.
Cap. L11,
LFN, 2004.

Companies and Allied Matters Act, 2020 2020 No. 3 A 193
335.—(1) The duties of a secretary include—
(a) attending the meeting of the company, the board of directors and its
committees, rendering all necessary secretarial services in respect of the
meeting and advising on compliance, by the meetings, with the applicable
rules and regulations ;
(b) maintaining the registers and other records required to be maintained
by the company under this Act ;
(c) rendering proper returns and giving notification to the Commission
required under this Act ; and
(d) carrying out such administrative and other secretarial duties as directed
by the director or the company.
(2) The secretary shall not, without the authority of the board exercise
any power vested in the directors.

  1. Every public company shall maintain a register of secretaries which
    shall contain the particulars set out in section 337 of this Act.
    337.—(1) A company’s register of secretaries shall contain the following
    particulars in the case of an individual—
    (a) full name and any former name or names ;
    (b) address ; and
    (c) email address.
    (2) For the purposes of this section a “former name” means a name by
    which the individual was formerly known.
    (3) The register may not contain particulars of a former name where the
    former name—
    (a) was changed or disused before the person attained the age of 18
    years ; or
    (b) has been changed or disused for 20 years or more.
    (4) The address required to be stated in the register is a service address
    which may be stated to be the company’s registered office.
    338.—(1) A company’s register of secretaries shall contain the following
    particulars in the case of a body corporate, or a firm—
    (a) corporate or firm name ;
    (b) registered or principal office ; and
    (c) email address.

Duties of a
secretary.

Register of
secretaries.
Particulars
of secretaries
to be
registered:
individuals.

Particulars of
secretaries to
be registered
: corporate
secretaries
and firms.

A 194 2020 No. 3 Companies and Allied Matters Act, 2020
(2) If all the partners in a firm are joint secretaries it is sufficient to state
the particulars that would be required if the firm were a legal person and the
firm had been appointed secretary.
339.—(1) A company shall, within 14 days, from—
(a) a person becoming or ceasing to be a secretary, or
(b) the occurrence of any change in the particulars contained in its register
of secretaries, give notice to the Commission of the change and of the date
on which it occurred.
(2) Notice of a person having become a secretary of the company shall—
(a) contain a statement of the particulars of the new secretary that are
required to be included in the company’s register of secretaries ; and
(b) be accompanied by a consent, by that person, to act in that capacity.
(3) If default is made in complying with this section, the company and
each officer of the company are liable to a penalty for every day during which
the default continues in such amount as the Commission shall specify in its
regulations.

  1. The Minister may, by regulations vary particulars required to be
    contained in a company’s register of secretaries and to be notified to the
    Commission.

CHAPTER 13—PROTECTION OF MINORITY AGAINST ILLEGAL AND OPPRESSIVE

CONDUCT ACTION BY OR AGAINST THE COMPANY

  1. Subject to the provisions of this Act, where an irregularity is made
    in the course of a company’s affairs or any wrong is done to the company,
    only the company can sue to remedy that wrong and only the company can
    ratify the irregular conduct.

342.—(1) For the purposes of this section, “major asset transaction”
means a transaction or related series of transactions which includes the—
(a) purchase or other acquisition outside the usual course of the company’s
business ; and

Duty to
notify the
Commission
of changes.

Only
company
may sue for
wrong or
ratify
irregular
conduct.
Procedure
for major
asset
transaction.
Particulars
of
secretaries
to be
registered
and notified
to the
Commission:
power to
make
regulations.

Companies and Allied Matters Act, 2020 2020 No. 3 A 195
(b) sale or other transfer outside the usual course of the company’s
business, of the company’s property or other rights the value of which, on
the date of the company’s decision to complete the transaction, is 50% or
more of the book value of the company’s assets based on the company’s
most recently compiled balance sheet.
(2) In undertaking a major asset transaction—
(a) the board of directors of the company shall recommend the transaction
and direct that it be submitted for approval to an annual or extraordinary
general meeting of members ;
(b) notice of the transaction, stating that a purpose of the meeting is to
consider the transaction and including a summary of the transaction and of
the recommendation of the board of directors on the transaction, shall be
given to all members entitled to notice of or to attend the meeting or to vote
on the transaction ; and
(c) at the meeting the members shall approve the transaction by a special
resolution, unless the company’s memorandum of association provides for
its approval by an ordinary resolution, in which case it is approved by an
ordinary resolution.

  1. Without prejudice to the rights of members under sections 346-351
    and sections 353-355 of this Act or any other provisions of this Act, the Court,
    on the application of any member, may by injunction or declaration restrain
    the company or its officers from—
    (a) entering into any transaction which is illegal or ultra vires ;
    (b) purporting to do by ordinary resolution any act which by its articles
    or this Act required to be done by special resolution ;
    (c) any act or omission affecting the applicant’s individual rights as a
    member ;
    (d) committing fraud on either the company or the minority shareholders
    where the directors fail to take appropriate action to redress the wrong
    done ;
    (e) where a company meeting cannot be called in time to be of practical
    use in redressing a wrong done to the company or to minority shareholders ;
    (f ) where the directors are likely to derive a profit or benefit, or
    have profited or benefited from their negligence or from their breach of
    duty ; and
    (g) any other act or omission, where the interest of justice so demands.

Protection of
minority:
injunction
and
declaration
in certain
cases.

A 196 2020 No. 3 Companies and Allied Matters Act, 2020
344.—(1) Where a member institutes a personal action to enforce a
right due to him personally, or a representative action on behalf of himself
and other affected members to enforce any right due to them, he or they
are subject to subsection (2), entitled to—
(a) damages for any loss incurred on account of the breach of that
right ; or
(b) declaration or injunction to restrain the company or the directors
from doing a particular act.
(2) Where, in proceedings brought under this section, the Court finds the
directors or any of them liable for any wrongdoing, the erring director is
personally liable in damages to the aggrieved member.
(3) Where any member institutes an action under this section, the Court
may award costs to him personally whether or not his action succeeds.
(4) In any proceeding by a member under section 343 of this Act, the
Court may, if it deems fit, order that the member shall give security for
costs.

  1. For the purpose of sections 343 and 344 of this Act, “member”
    includes—
    (a) the personal representative of a deceased member ; and
    (b) any person to whom shares have been transferred or transmitted by
    operation of law.
    346.—(1) Subject to the provisions of subsection (2), an applicant may
    apply to the Court for leave to bring an action in the name or on behalf of a
    company or a company’s subsidiary, or to intervene in an action to which the
    company or the company’s subsidiary is a party, for the purpose of prosecuting,
    defending or discontinuing the action on behalf of the company or the
    company’s subsidiary.
    (2) No action may be brought and no intervention may be made under
    subsection (1), unless the Court is satisfied that—
    (a) a cause of action has arisen from an actual or proposed act or omission
    involving negligence, default, breach of duty or trust by a director or a
    former director of the company ;
    (b) the applicant has given reasonable notice to the directors of the
    company of his intention to apply to the Court under subsection (1) ;
    (c) the directors of the company do not bring, diligently prosecute, defend
    or discontinue the action ;
    (d) the notice contains a factual basis for the claim and the actual or
    potential damage caused to the company ;

Definition
of member.

Commencing
derivative
action.
Personal and
representative
action.

Companies and Allied Matters Act, 2020 2020 No. 3 A 197
(e) the applicant is acting in good faith ; and
(f ) it appears to be in the best interest of the company that the action be
brought, prosecuted, defended or discontinued.
(3) An action under this section may be against the director or any other
person (or both).
(4) In any action referred to in this section the plaintiff shall have the
right to obtain any relevant documents from the defendant and the witnesses
at trial, and may in pursuance of that right request categories of documents
from such person without identifying specific documents.
347.—(1) In connection with an action brought or intervened under
section 346 of this Act, the Court may, at any time, make any such order or
orders as it deems fit.
(2) The Court may make an order—
(a) authorising the applicant or any other person to control the conduct
of the action ;
(b) giving directions for the conduct of the action ;
(c) directing that any amount adjudged payable by a defendant in the
action is paid, in whole or in part, directly to former and present security
holders of the company instead of to the company ; and
(d) requiring the company to pay reasonable legal fees incurred by the
applicant in connection with the proceedings.

  1. An application made or an action brought or intervened in under
    section 6 shall not be stayed or dismissed by reason only that it is shown that
    an alleged breach of a right or a duty owed to the company has been or may
    be approved by the shareholders of such company, but evidence of approval
    by the shareholders may be taken into account by the Court in making an
    order under section 347.
  2. An application made or an action brought or intervened in under
    section 346 shall not be stayed, discontinued, settled or dismissed for want of
    prosecution without the approval of the Court given upon such terms as the
    Court deems fit and, if the Court determines that the rights of any applicant
    may be substantially affected by such stay, discontinuance, settlement or
    dismissal, the Court may order any party to the application or action to give
    notice to the applicant.
  3. An applicant shall not be required to give security for costs in
    any application made or action brought or intervened in under section 346
    of this Act.

Powers of
the Court to
make orders
in derivative
actions
under
section 346.

Evidence of
shareholders’
approval not
decisive.

Court’s
approval to
discontinue.

No security
for costs.

A 198 2020 No. 3 Companies and Allied Matters Act, 2020

  1. In an application made or an action brought or intervened in under
    section 346, the court may at any time order the company to pay to the applicant
    interim costs before the final disposition of the application or action.
  2. In sections 346-351 of this Act, “applicant” means—
    (a) a registered holder or a beneficial owner and a former registered
    holder or beneficial owner, of a security of a company ;
    (b) a director or an officer or a former director or officer of a company ;
    (c) the Commission ; or
    (d) any other person who in the discretion of the Court, is a proper
    person to make an application under section 346.
    RELIEF ON THE GROUNDS OF UNFAIRLY PREJUDICIAL AND OPPRESSIVE CONDUCT
    353.—(1) An application to the Court by petition for an order under
    section 354 in relation to a company may be made by—
    (a) a member of the company ;
    (b) a director or officer, former director or officer of the company ;
    (c) a creditor ;
    (d) the Commission ; or
    (e) any other person who, in the discretion of the Court, is the proper
    person to make an application under section 354.
    (2) In sections 354 and 355 of this Act, “member” includes—
    (a) the personal representative of a deceased member ; and
    (b) any person to whom shares have been transferred or transmitted by
    operation of law.
    354.—(1) An application for relief on the ground that the affairs of a
    company are being or have been conducted in an illegal or oppressive manner
    may be made to the Court by petition.
    (2) An application to the Court by petition for an order under this section
    in relation to a company may be made by—
    (a) a member of the company who alleges that—
    (i) the affairs of the company are being or have been conducted in a
    manner that is oppressive or unfairly prejudicial to, or unfairly discriminatory
    against, a member or members, or in a manner that is or has been in
    disregard of the interests of a member or the members as a whole, or
    (ii) an act or omission or a proposed act or omission, by or on behalf
    of the company or a resolution, or a proposed resolution, of a class of
    members, was, is or would be oppressive or unfairly prejudicial to, or

Definition.

Application.

Grounds
upon which
an
application
may be
made.
Interim
costs.

Companies and Allied Matters Act, 2020 2020 No. 3 A 199
unfairly discriminatory against, a member or members or was, is or would
be in a manner which is in disregard of the interests of a member or the
members as a whole ;
(b) any of the persons mentioned under section 353 (1) (b), (c) and (e)
who alleges that—
(i) the affairs of the company have been or are being conducted in a
manner oppressive or unfairly prejudicial to or discriminatory against or
in a manner in disregard of the interests of that person, or
(ii) an act or omission, or a proposed act or omission was, is or would
be oppressive or unfairly prejudicial to, or unfairly discriminatory against,
or was or is in disregard of the interests of that person, or
(c) the Commission in a case where it appears to it in the exercise of its
powers under the provisions of this Act or any other enactment that—
(i) the affairs of the company were or are being conducted in a manner
that was or is oppressive or unfairly prejudicial to, or unfairly discriminatory
against a member or members, or was or is in disregard of the public
interest, or
(ii) any actual or proposed act or omission of the company, including
an act or omission on its behalf which was, is or would be oppressive, or
unfairly prejudicial to, or unfairly discriminatory against a member or
members in a manner which was or is in disregard of the public interest.
355.—(1) If the Court is satisfied that a petition under sections 353 and
354 is well founded, it may make such order or orders as it deems fit for giving
relief in respect of the matter complained of.
(2) Without prejudice to the generality of subsection (1), the Court may
make an order—
(a) that the company be wound up ;
(b) for regulating the conduct of the affairs of the company in future ;
(c) for the purchase of the shares of any member by other members of
the company ;
(d) for the purchase of the shares of any member by the company and
for the reduction accordingly of the company’s capital ;
(e) directing the company to institute, prosecute, defend or discontinue
specific proceedings, or authorising a member or the company to institute,
prosecute, defend or discontinue specific proceedings in the name or on
behalf of the company ;
(f ) varying or setting aside a transaction or contract to which the company
is a party and compensating the company or any other party to the
transaction or contract ;

Powers of
the Court to
make orders
in petitions
under
sections 353
and 354.

A 200 2020 No. 3 Companies and Allied Matters Act, 2020
(g) directing an investigation to be made by the Commission ;
(h) appointing a receiver or a receiver and manager of property of the
company ;
(i) restraining a person from engaging in specific conduct or from doing
a specific act or thing ; or
(j) requiring a person to do a specific act or thing.
(3) Where an order that a company be wound up is made under this
section, the provisions of this Act relating to winding-up of companies shall
apply, with such modifications as are necessary, as if the order had been made
upon an application duly filed in the Court by the company.
(4) Where an order under this section makes any alteration or addition to
the memorandum or articles of a company, notwithstanding anything in any
other provision of this Act, but subject to the provisions of the order, the company
does not have power, without the leave of the Court, to make any further
alteration or addition to the memorandum and articles inconsistent with the
provisions of the order but, subject to this subsection, the alteration or addition
shall have effect as if it had been made by a resolution of the company.
(5) A certified true copy of an order made under this section altering or
giving leave to alter a company’s memorandum or articles shall, within 14
days from the making of the order or such longer period as the Court may
allow, be delivered by the company to the Commission for registration, and if
the company defaults in so complying, the company and each officer of it are
liable to a penalty as the Commission shall specify in its regulations.

  1. Any person who contravenes or fails to comply with an order
    made under section 355 that is applicable to him, commits an offence and is
    liable to a penalty as the Commission shall specify in its regulations.
    357.—(1) The Commission may appoint one or more competent inspectors
    to investigate the affairs of a company and to report on them in such manner
    as it may direct.
    (2) The appointment may be made—
    (a) in the case of a company having a share capital, on the application of
    members holding at least one-tenth of the class of shares issued ;
    (b) in the case of a company not having a share capital, on the application
    of at least one-tenth in number of the persons on the company’s register of
    members ; and
    (c) in any other case, on the application of the company.

Penalty for
failure to
comply with
order of the
Court.
Investigation
of a
company on
its own
application
or that of its
members.

Companies and Allied Matters Act, 2020 2020 No. 3 A 201
(3) The application shall be supported by such evidence as the Commission
may require for the purpose of showing that the applicant or applicants have
good reason for requiring the investigation.
(4) Where a company’s employee, in compliance with an inspector’s
request, provides the inspector with any information concerning the company’s
affairs, the company shall protect the employee from any form of discrimination
or other unfair treatment.
(5) Any employee relieved of his employment without any just cause,
other than for reason of disclosure made pursuant to the provision of this section,
is entitled to a compensation which is calculated as if he had attained the maximum
age of retirement or had served the maximum period of service, in accordance
with his terms of employment or conditions of service to the company.
358.—(1) The Commission shall appoint one or more competent inspectors
to investigate the affairs of a company and report on them in such manner as it
directs, if the Court, by order declares that its affairs ought to be investigated.
(2) Notwithstanding the provisions of sections 357 and subsection (1) of
this section, the Commission may appoint one or more competent inspectors
to investigate the affairs of a company and report on them in such manner as
it directs, if it appears to it that there are circumstances suggesting that—
(a) the company’s affairs are being or have been conducted with intent
to defraud its creditors or the creditors of any other person, or in a manner
which is unfairly prejudicial to some part of its members ;
(b) any actual or proposed act or omission of the company (including an
act or omission on its behalf) is or would be so prejudicial, or that the
company was formed for any fraudulent or unlawful purpose ;
(c) persons concerned with the company’s formation or the management
of its affairs have in connection therewith been guilty of fraud, misfeasance
or other misconduct towards it or towards its members ; or
(d) the company’s members have not been given all the information with
respect to its affairs which they might reasonably expect.
(3) Subsections (1) and (2) are without prejudice to the powers of the
Commission under section 366, and the power conferred by subsection (2) is
exercisable with respect to a body corporate, notwithstanding that it is in a
course of being voluntarily wound up.
(4) Reference in subsection (2) to a company’s member, includes—
(a) any of the personal representatives of a deceased member ; and
(b) any person to whom shares have been transferred or transmitted by
operation of law.

Other
investigations
of company.

Companies and Allied Matters Act, 2020 2020 No. 3 A 203
(5) An answer given by a person to a question put to him in exercise of
powers conferred by this section (whether as it has effect in relation to an
investigation under any of sections 357-359 as applied by any other section in
this Act) may be used in evidence against him.
(6) Where any officer or agent of the company, or any other person
refuses to answer any question put to him by the inspector, or provide any
information, books or documents at his disposal, under his custody or power
with respect to the affairs of the company, or other body corporate, the
inspector may apply to Court for contempt proceedings against the officer,
agent or person.
361.—(1) If an inspector has reasonable grounds for believing that a
director, or past director, of the company or other body corporate whose affairs
he is investigating maintains or has maintained a bank account of any
description, whether alone or jointly with another person and whether in Nigeria
or elsewhere, into or out of which there has been paid—
(a) the emoluments or part of the emoluments of his office as such
director, particulars of which have not been disclosed in the financial
statements of the company or other body corporate for any financial year,
contrary to the provisions of Part V of the Second Schedule to this Act (in
relation to particular in accounts of directors) ;
(b) any money which has resulted from or been used in the financing of
an undisclosed transaction, arrangement or agreement ; or
(c) any money which has been in any way connected with an act or
omission or series of acts or omissions, which on the part of that director
constituted misconduct whether fraudulent or not towards the company or
body corporate or its members, the inspector may require the director to
produce to him all documents in the director’s possession, or under his
control, relating to that bank account.
(2) For purposes of subsection (1) (b) of this section, an “undisclosed”
transaction, arrangement or agreement is one the particulars of which have
not been disclosed in the financial statement of any company or in a statement
annexed thereto for any financial year, including the disclosure of contracts
between companies and their directors.
362.—(1) When an inspector is appointed under section 357 or 358 to
investigate the affairs of a company, the following applies in the case of—
(a) any officer or agent of the company ;
(b) any officer or agent of another body corporate whose affairs are
investigated under section 359 ; and
(c) any such person as is mentioned in section 360 (2).

Power of
inspector to
call for
directors’
bank
accounts.

Second
Schedule.

Obstruction
of
inspectors
to be treated
as contempt
of court.

A 204 2020 No. 3 Companies and Allied Matters Act, 2020
(2) Section 360 (4) applies with regards to references in subsection (1)
to an officer or agent.
(3) If that person—
(a) refuses to produce any book or document which it is his duty under
section 360 or 361 to produce, or
(b) refuses to appear before the inspector when required to do so,
the inspector may certify the refusal in writing and apply to the Court for
contempt proceedings against the person.
(4) The Court may thereupon enquire into the case, and after hearing
any witness who may be produced against or on behalf of the alleged
offender and after hearing any statement which may be offered in defence,
the Court may punish the offender in like manner as if he had been guilty
of contempt of the Court.
363.—(1) The inspector may, and if so directed by the Commission
shall, make interim reports to the Commission, and on the conclusion of his
investigation shall make a final report to it and any such report shall be written
or printed, as the Commission may direct.
(2) The Commission may direct that a copy of the inspector’s report be
forwarded to the company at its registered or head office.
(3) Where an inspector is appointed under section 357 in pursuance of
an order of the Court, the Commission shall furnish a copy of any of its reports
to the Court.
(4) In any other case, the Commission may, if it deems fit—
(a) furnish a copy on request and on payment of the prescribed fee to—
(i) any member of the company or other body corporate which is the
subject of the report,
(ii) any person whose conduct is referred to in the report,
(iii) the auditors of that company or body corporate,
(iv) the applicants for the investigation, and
(v) any other person whose financial interests appear to the Commission
to be affected by the matters dealt with in the report, whether as creditors
of the company or body corporate, or otherwise ; and
(b) cause any such report to be printed and published.
364.—(1) If, from any report made under section 363, it appears to the
Commission that any civil proceeding ought in the public interest to be brought
by the company or anybody corporate, the Commission may itself bring such
proceedings in the name and on behalf of the company or the body corporate.

Power to
bring civil
proceedings
on
company’s
behalf.
Inspector’s
report.

Companies and Allied Matters Act, 2020 2020 No. 3 A 205
(2) The Commission shall indemnify the body corporate against any
costs or expenses incurred by it in or in connection with proceedings brought
under this section, and any costs or expenses so incurred shall, if not otherwise
recoverable, be defrayed out of the Consolidated Revenue Fund.
365.—(1) If, from any report made under section 363, it appears that
any person has, in relation to the company or anybody corporate whose affairs
have been investigated by virtue of section 359, been guilty of any offence for

which he is criminally liable, the report shall be referred to the Attorney-
General of the Federation.

(2) If the Attorney-General of the Federation considers that the case
referred to him is one in which a prosecution ought to be instituted, he shall
direct action accordingly, and it is the duty of all past and present officers and
agents of the company or other body corporate, (other than the defendant in
the proceedings), to give all assistance in connection with the prosecution
which they are reasonably able to give.
(3) If, from any report made under section 363, it appears to the
Commission that proceedings ought, in the public interest, to be brought by
any body corporate dealt with by the report for the recovery of damages in
respect of any fraud, misfeasance or other misconduct in connection with the
promotion or formation of that body corporate or the management of its affairs,
or for the recovery of any property of the body corporate which has been
misapplied or wrongfully retained, it may refer the case to the Attorney-General
of the Federation for his opinion as to the bringing of proceedings for that
purpose in the name of the body corporate and if proceedings are brought, it
shall be the duty of all past and present officers and agents of the company or
other body corporate (other than the defendants in proceedings), to give him
all assistance in connection with the proceedings which they are reasonably
able to give.
(4) Costs and expenses incurred by a body corporate in or in connection
with any proceedings brought by it under subsection (3) shall, if not otherwise
recoverable, be defrayed out of the Consolidated Revenue Fund.

  1. If, in the case of any body corporate liable to be wound up under
    this Act, it appears to the Commission from a report made by an inspector
    under section 363 that it is expedient in the public interest that the body corporate
    should be wound up, the Commission may (unless the body corporate is already
    wound up by the Court) present a petition for it to be wound up if the Court
    considers it just and equitable to do so.

Criminal
proceedings
and other
proceedings
by the

Attorney-
General of

the
Federation.

Power of the
Commission
to present
winding-up
petition.

A 206 2020 No. 3 Companies and Allied Matters Act, 2020
367.—(1) The expenses of, and incidental to, an investigation by an
inspector appointed by the Commission under the provisions of this Act, are
defrayed in the first instance out of the Consolidated Revenue Fund, but the
following persons are, to the extent mentioned, liable to make repayment,—
(a) any person who is convicted on a prosecution instituted, as a result
of the investigation by the Attorney-General of the Federation, or who is
ordered to pay damages or restore any property in proceedings brought
under section 365 (3), may, in the same proceedings, be ordered to pay the
said expenses to such extent as are specified in the order ;
(b) any body corporate in whose name proceedings are brought under
section 365 (3) is liable to the extent of the amount or value of any sums or
property recovered by it as a result of those proceedings ; or
(c) unless, as the result of the investigation, a prosecution is instituted by
the Attorney-General of the Federation, the applicants for the investigation,
where the inspector was appointed under section 357, are liable to such
extent, if any, as the Commission may direct, and any amount for which a
body corporate is liable under paragraph (b), shall be a first charge on the
sums or property mentioned in that paragraph.
(2) For the purposes of this section, any costs or expenses incurred by
the Commission in or in connection with proceedings brought by virtue of
section 364 (2), is treated as expenses of the investigation giving rise to the
proceedings.
(3) Expenses to be defrayed by the Commission under this section are,
so far as not recoverable are to be paid out of the Consolidated Revenue
Fund.
368.—(1) A copy of any report of an inspector appointed under sections
357 and 358, certified by the Commission to be a true copy, is admissible in
any legal proceedings as evidence of the opinion of the inspector in relation to
any matter contained in the report.
(2) A document purporting to be such a certificate as mentioned in
subsection (1) shall be received in evidence and be deemed to be such a
certificate, unless the contrary is proved.

  1. (1) Where it appears to the Commission that there is good reason
    so to do, it may appoint one or more competent inspectors to investigate and
    report on the membership of any company, and otherwise with respect to the
    company, for the purpose of determining the true persons who are or have
    been financially interested in the success or failure (real or apparent) of the
    company or able to control or materially to influence the policy of the company.

Expenses of
investigation.

Inspectors’
report to be
used as
evidence in
legal
proceedings.

Appointment
of inspectors
to
investigate
ownership
of a
company.

Companies and Allied Matters Act, 2020 2020 No. 3 A 207
(2) The appointment of an inspector under this section may define the
scope of his investigation, whether in respect of the matter or the period to
which it is to extend or otherwise, and in particular may limit investigation to
matters connected with particular share or debenture.
(3) Where an application for an investigation under this section with
respect to particular share or debenture of a company is made to the
Commission by members of the company, and the number of applicants or the
amount of the shares held by them is not less than that required for an application
for the appointment of an inspector under section 357 (2) (a) and (b)—
(a) the Commission shall appoint an inspector to conduct that investigation,
unless it is satisfied that the application is vexatious ; and
(b) the inspector’s appointment is not excluded from the scope of his
investigation any matter which the application seeks to include, except in so
far as the Commission is satisfied that it is reasonable for the matter to be
investigated.
(4) Subject to the terms of an inspector’s appointment, his powers shall
extend to the investigation of any circumstances suggesting the existence of
an arrangement or understanding which, though not legally binding, is or was
observed or likely to be observed in practice and which is relevant to the
purposes of his investigation.
370.—(1) For the purposes of any investigation under section 369, the
provisions of sections 359-363 apply with the necessary modifications to
references to the affairs of the company or those of any body corporate, that—
(a) the said sections shall apply in relation to all persons who are or
have been, or whom the inspector has reasonable cause to believe to be or
have been, financially interested in the success or failure or the apparent
success or failure of the company or any other body corporate whose
membership is investigated with that of the company, or able to control or
materially to influence the policy thereof, including persons concerned only
on behalf of others, as they apply in relation to officers and agents of the
company or of the other body corporate, as the case may be ; and
(b) the Commission is not bound to furnish the company or any other
person with a copy of any report by an inspector appointed under this
section or with a complete copy thereof if he is of the opinion that there is
good reason for not divulging the contents of the report or any part thereof,
but shall keep a copy of any such report, or, the parts of any report, as
regards which he is not of that opinion.
(2) The expenses of any investigation under section 369 shall be defrayed
out of the Consolidated Revenue Fund.

Provisions
applicable to
investigation.

A 208 2020 No. 3 Companies and Allied Matters Act, 2020
371.—(1) Where it is made to appear to the Commission that there
is good reason to investigate the ownership of any share in or debenture
of a company and that it is unnecessary to appoint an inspector for the
purpose, the Commission may require any person who it has reasonable
cause to believe to—
(a) be or to have been interested in those shares or debentures ;
(b) act or to have acted in relation to those shares or debentures as a
legal practitioner or an agent of someone interested therein ; or
(c) give to the Commission any information which the person has or
might reasonably be expected to obtain as to the present and past interest
in those shares or debentures and the names and addresses of the persons
interested, and of any persons who act or have acted on their behalf in
relation to the shares or debentures.
(2) For the purposes of this section, a person is deemed to have an
interest in a share or debenture if he has any right to acquire or dispose of the
share or debenture or any interest therein or to vote in respect thereof, or if
his consent is necessary for the exercise of any of the rights of other persons
interested therein, or if other persons interested therein can be required or are
accustomed to exercise their rights in accordance with his instructions.
(3) Any person who fails to give any information required of him under
this section, or who, in giving any such information, makes any statement
which he knows to be false, or recklessly makes any statement which is false
commits an offence and liable to a penalty as the Commission shall specify in
its regulations.
372.—(1) Where, in connection with an investigation under section 369
or 371, it appears to the Commission that there is difficulty in finding out the
relevant facts about any share (whether issued or to be issued), and that the
difficulty is due wholly or mainly to the unwillingness of the persons concerned,
or any of them, to assist the investigation as required by this Act the Commission
may in writing direct that the shares shall, until further notice, be subject to the
restrictions imposed by this section.
(2) If shares are directed to be subject to the restrictions imposed by this
section—
(a) any transfer of those shares, or in case of unissued shares, any
transfer of the right to be issued therewith and any issue thereof, is void ;
(b) no voting rights are exercisable in respect of those shares ;
(c) no further shares shall be issued in right of those shares or in pursuance
of any offer made to the holder of shares ; and

Power to
require
information
as to
persons
interested in
shares, etc.

Power to
impose
restrictions
on shares,
etc.

Companies and Allied Matters Act, 2020 2020 No. 3 A 209
(d) except in a liquidation, no payment shall be made of any sums due
from the company on those shares, whether in respect of capital or otherwise.
(3) Where the Commission directs shares to be subject to restrictions
under this section, or refuses to direct that shares shall cease to be subject
thereto, any person aggrieved thereby may appeal to the Court, and the Court
may, if it deems fit, direct that the shares shall cease to be subject to the said
restrictions.
(4) Any direction or order of the Court that shares shall cease to be
subject to restrictions under this section, expressed to be made with a view to
permitting a transfer of those shares, may continue the restrictions mentioned
in subsection (2) (c) and (d), either in whole or in part, so far as they relate to
any right acquired or offer made before the transfer.
(5) Any person who—
(a) exercises or purports to exercise any right to dispose of shares which,
to his knowledge, are for the time being subject to restrictions under this
section,
(b) votes in respect of such shares, whether as holder or proxy, or appoints
a proxy to vote in respect thereof, or
(c) being the holder of such shares, fails to notify that they are subject to
the said restrictions, commits an offence and is liable to a penalty as the
Commission shall specify in its regulations.
(6) Where shares in any company are issued in contravention of the said
restrictions, the company and each officer of the company who are in default
commits an offence and is liable to a penalty as the Commission shall specify
in its regulations.
(7) A prosecution shall not be instituted under this section except by or
with the consent of the Attorney-General of the Federation.
(8) This section applies in relation to debentures as it applies in relation
to shares.

  1. Nothing in this Part requires disclosure to the Commission or to an
    inspector appointed by it, by a—
    (a) legal practitioner of any privileged communication made to him in
    that capacity, except as regards the name and address of his client ; or
    (b) company’s banker as such, of any information as to the affairs of
    any of their customers other than the company.

Savings for
legal
practitioners
and bankers.

A 210 2020 No. 3 Companies and Allied Matters Act, 2020
CHAPTER 14—FINANCIAL STATEMENTS, AUDIT AND ACCOUNTING RECORDS
374.—(1) Every company shall cause accounting records to be kept in
accordance with this section.
(2) The accounting records are sufficient to show and explain the
transactions of the company and as such, are to—
(a) disclose with reasonable accuracy, at any time, the financial position
of the company ; and
(b) enable the directors to ensure that any financial statements prepared
under this Part comply with the requirements of this Act as to the form and
content of the company’s financial statements.
(3) The accounting records shall, in particular, contain—
(a) entries from day to day of all sums of money received and expended
by the company, and the matters in respect of which the receipt and
expenditure took place ; and
(b) a record of the assets and liabilities of the company.
(4) If the business of the company involves dealing in goods, the
accounting records shall contain—
(a) statements of stocks held by the company at the end of each year of
the company ;
(b) all statements of stocktakings from which any such statement of
stock as is mentioned in paragraph (a) has been or is to be prepared ; and
(c) except in the case of goods sold by way of ordinary retail trade,
statements of all goods sold and purchased, showing the goods and the
buyers and sellers in sufficient detail to enable all these to be identified.
(5) A parent company that has a subsidiary undertaking in relation to
which subsection (4) does not apply shall take reasonable steps to secure that
the undertaking keeps such accounting records as to enable the directors of
the parent company to ensure that any accounts required to be prepared under
this Part comply with the requirements of this Act.
(6) Each public company shall keep its audited accounts displayed on its
website.
375.—(1) The accounting records of a company shall be kept at its
registered office or such other place in Nigeria as the directors think fit, and
shall at all times be open to inspection by the officers of the company.
(2) Subject to any direction with respect to the disposal of records given
under winding-up rules made under section 732 of this Act, accounting records
which a company is required by section 374 of this Act to keep are preserved
by it for six years from the date on which they were made.

Companies
to keep
accounting
records.

Place,
duration and
form of
records.

Companies and Allied Matters Act, 2020 2020 No. 3 A 211
(3) A company may, in addition to original hard copies, keep electronic
copies or registers of any document or record it is obliged to keep or maintain
under this Act, and where a company chooses to maintain electronic copies or
registers of its documents or records, the company shall give sufficient
consideration to the quality of the hardware and software to be used, and
technical specifications such as protocol, security, anti-virus protection or
encryption.
376.—(1) If a company fails to comply with any provision of section
374 or 375 (1), every officer of the company who is in default commits an
offence unless he shows that he acted honestly and that in the circumstances
in which the business of the company was carried on, the default was excusable.
(2) An officer of a company commits an offence if he fails to take all
reasonable steps for securing compliance by the company with section 375 of
this Act, or has intentionally caused any default by the company under it.
(3) A person who commits an offence under this section, is liable to a
penalty as the Commission shall specify in its regulations.
377.—(1) In the case of every company, the directors shall, in respect
of each year of the company, prepare financial statement for the year.
(2) Subject to subsection (3), the financial statements required under
subsection (1) shall include—
(a) statement of the accounting policies ;
(b) the balance sheet or balance sheet as at the last day of the year ;
(c) a profit and loss account or, in the case of a company not trading for
profit, an income and expenditure account for the year ;
(d) notes on the accounts ;
(e) the auditors’ report ;
(f ) the directors’ report ;
(g) a statement of the source and application of fund or statement of
cash flow ;
(h) changes in equity ;
(i) a value-added statement for the year ;
(j) a five year financial summary ;
(k) in the case of a holding company, the group financial statements ; and
(l) such other matters as are required in accordance with the applicable
accounting standards.
(3) The financial statements of a private company need not include the
matters stated in subsection (2) (a), (g), (h) and (i).

Penalties

for non-
compliance

with
sections 374
or 375.

Directors’
duty to
prepare
annual
accounts.

A 212 2020 No. 3 Companies and Allied Matters Act, 2020
(4) The directors shall, at their first meeting after the incorporation of
the company, determine what date in each year financial statements is made
up, and they shall give notice of the date to the Commission within 14 days of
the determination.
(5) In the case of a holding company, the directors shall ensure that,
except where in their opinion there are good reasons against it, the year of
each of its subsidiaries shall coincide with the year of the company.
FORM AND CONTENT OF COMPANY, INDIVIDUAL
AND GROUP FINANCIAL STATEMENTS

378.—(1) The financial statements of a company prepared under section
377 of this Act, shall comply with the requirements of the First Schedule to
this Act (so far as applicable) with respect to their form and content, and with
the accounting standards laid down in the statements of accounting standards
issued by the Financial Reporting Council of Nigeria, provided such accounting
standards do not conflict with the provisions of this Act or the First Schedule
to this Act.
(2) The balance sheet shall give a true and fair view of the state of
affairs of the company as at the end of the year, and the profit and loss
account shall give a true and fair view of the profit or loss of the company for
the year.
(3) The statement of the source and application of funds shall provide
information on the generation and utilisation of funds by the company during
the year.
(4) The value added statement shall report the wealth created by the
company during the year and its distribution among various interest groups
such as the employees, government, creditors, proprietors and the company.
(5) The five-year financial summary shall provide a report for a
comparison over a period of five years or more of vital financial information.
(6) Subsection (2) overrides—
(a) the requirements of the First Schedule to this Act ; and
(b) all other requirements of this Act as to the matters to be included in
the accounts of a company or in notes to those accounts, and accordingly,
the provisions of subsections (7) and (8) shall have effect.
(7) If the balance sheet or profit and loss account drawn up in accordance
with those requirements would not provide sufficient information to comply
with subsection (2), any necessary additional information shall be provided in
that balance sheet, profit and loss account or in a note to the accounts.

Form and
content of
individual
financial
statements.
First
Schedule.

First
Schedule.

Companies and Allied Matters Act, 2020 2020 No. 3 A 213
(8) If, owing to special circumstances in the case of any company,
compliance with any such requirement in relation to the balance sheet or profit
and loss account would prevent compliance with subsection (2), (even if additional
information were provided in accordance with subsection (4)), the directors
shall depart from that requirement in preparing the balance sheet or profit and
loss account (so far as necessary) in order to comply with subsection (2).
(9) If the directors depart from any such requirement, particulars of the
departure, the reasons for it and its effects shall be given in a note to the accounts.
(10) Subsections (1)-(9) do not apply to group accounts prepared under
section 379 (1) and (2) apply to a company’s profit and loss account (or require
the notes otherwise required in relation to that account) if—
(a) the company has subsidiaries ; and
(b) the profit and loss account is framed as a consolidated account dealing
with all or any of the subsidiaries of the company as well as the company—
(i) complies with the requirements of this Act relating to consolidated
profit and loss account, and
(ii) shows how much of the consolidated profit and loss for the year is
dealt with in the individual financial statements of the company.
(11) If group financial statements are prepared and advantage is taken
of subsection (7), that fact shall be disclosed in a note to the group financial
statements.
379.—(1) If, at the end of a year a company has subsidiaries, the directors
shall, as well as preparing individual accounts of each subsidiary for that year, also
prepare group financial statements being accounts or statements which deal with
the state of affairs and profit or loss of the entire company and the subsidiaries.
(2) The provisions of subsection (1) do not apply in instances exempted
under accounting standards issued by the Financial Reporting Council of Nigeria.
(3) A group financial statement may not deal with a subsidiary, if the
directors of the company are of the opinion that—
(a) it is impracticable, or would be of no real value to the members, in
view of the insignificant amounts involved ;
(b) it would involve expense or delay out of proportion to its value to
members of the company ;
(c) the result would be misleading, or harmful to the business of the
company or any of its subsidiaries ; or
(d) the business of the holding company and that of the subsidiary are so
different that they cannot reasonably be treated as a single undertaking.
Group
financial
statements
of holding
company.

A 214 2020 No. 3 Companies and Allied Matters Act, 2020
(4) The group financial statements of a company shall consist of a
consolidated—
(a) balance sheet dealing with the state of affairs of the company and all
the subsidiaries of the company ; and
(b) profit and loss account of the company and its subsidiaries.
(5) If the directors are of the opinion that it is better for the purpose of
presenting the same or equivalent information about the state of affairs and
profit or loss of the company and its subsidiaries, and that to so present it may
be readily appreciated by the members of the company, the group financial
statements may be prepared in a form not consistent with subsection (1) and
in particular the group financial statement may consist of—
(a) more than one set of consolidated financial statements dealing
respectively with the company and one group of subsidiaries and with other
groups of subsidiaries ;
(b) separate financial statements dealing with each of the subsidiaries ; or
(c) statements expanding the information about the subsidiaries in
individual financial statements of the company, or in any other form.
(6) The group financial statements may be wholly or partly incorporated
in the individual balance sheet and profit and loss account of the holding
company.
380.—(1) The group financial statements of a holding company shall
comply with the requirements of the First Schedule to this Act, so far as
applicable to group financial statements in the form in which those accounts
are prepared with respect to the form and content of those statements and
any additional information to be provided by way of notes to those accounts.
(2) Group financial statements together with any notes thereon shall
give a true and fair view of the state of affairs and profit or loss of the company
and the subsidiaries dealt with by those statements as a whole.
(3) Subsection (2) overrides—
(a) the requirements of the First Schedule to this Act ; and
(b) all the requirements of this Act as to the matters to be included in
group financial statements or in notes to those statements and accordingly
subsections (4) and (5) shall have effect.
(4) If group financial statements are not in accordance with the
requirements of this Act by not providing sufficient information in compliance
with subsection (2), any necessary additional information shall be provided in,
or in a note to, the group financial statements.

Form and
content of
group
financial
statements.
First
Schedule.

Companies and Allied Matters Act, 2020 2020 No. 3 A 215
(5) If, owing to special circumstances in the case of any company,
compliance with any such requirements in relation to its group financial
statements would prevent the statements from complying with subsection (2),
(even if additional information were provided in accordance with subsection
(4)), the directors may depart from that requirement in preparing the group
financial statements.
381.—(1) Subject to subsection (4), a company is for the purposes of
this Act deemed to be a subsidiary of another company if the company—
(a) is a member of the company and controls the composition of its
board of directors ;
(b) holds more than 50% in nominal value of its equity share capital ; or
(c) the first-mentioned company is a subsidiary of any company which is
that other’s subsidiary.
(2) For the purposes of subsection (1), the composition of the board of
directors of a company is deemed to be controlled by another company if that
other company by the exercise of some power, without the consent or
concurrence of any other person, can appoint or remove the holders of all or
majority of the directors.
(3) For purposes of subsection (2), the other company is deemed to have
power to appoint a director with respect to which any of the following conditions
is satisfied that—
(a) a person cannot be appointed to it without the exercise in his favour
by the other company of such power as is mentioned in this section ;
(b) the appointment of a person to the directorship follows necessarily
from his appointment as director of the other company ; or
(c) the directorship is held by the other company itself or by a
subsidiary of it.
(4) In determining whether one company is a subsidiary of another—
(a) any share held or power exercisable by the other in a fiduciary capacity
is treated as not held or exercisable by it ;
(b) subject to paragraphs (c) and (d), any share held or power
exercisable—
(i) by any person as nominee for the other (except where the other is
concerned only in a fiduciary capacity), or
(ii) by, or by a nominee for, a subsidiary or the other (not being a
subsidiary which is concerned only in a fiduciary capacity), is treated as
held or exercisable by the other ;

Meaning of
holding
company,
subsidiary

and wholly-
owned

subsidiary.

A 216 2020 No. 3 Companies and Allied Matters Act, 2020
(c) any share held or power exercisable by any person by virtue of the
provisions of any debentures of the first mentioned company or of a trust
deed for securing any issue of such debentures are disregarded ; and
(d) any share held or power exercisable by, or by a nominee for, the
other or its subsidiary (not being held or exercisable as mentioned in
paragraph (c)), shall be treated as not held or exercisable by the other, if
the ordinary business of the other or its subsidiary (as the case may be)
includes the lending of money and the shares are held or the power is
exercisable by way of security only for the purposes of a transaction entered
into in the ordinary course of that business.
(5) For the purposes of this Act—
(a) a company is deemed to be the holding company of another, if the
other is its subsidiary ; and
(b) a body corporate is deemed to be the wholly-owned subsidiary of
another, if it has no member except that other and that other’s wholly owned
subsidiaries are its or their nominees.
(6) In this section, “company” includes any body corporate.
382.—(1) The additional matters contained in the Second Schedule shall
be disclosed in the company’s financial statements for the year; and in that
Schedule, where a thing is required to be stated or shown or information is
required to be given, it is construed to mean that the thing shall be stated or
shown, or the information is to be given in a note to those statements.
(2) In the Second Schedule to this Act —
(a) Parts I and II deal respectively with the disclosure of particulars of
the subsidiaries of the company and its shareholders ;
(b) Part III deals with the disclosure of financial information relating to
subsidiaries ;
(c) Part IV requires a subsidiary company to disclose its ultimate holding
company ;
(d) Part V deals with the emoluments of directors, including emoluments
waived, pensions of directors and compensation for loss of office to directors
and past directors ; and
(e) Part VI deals with disclosure of the number of the employees of the
company who are remunerated at higher rates.
(3) Whenever it is stated in the Second Schedule of this Act that this
subsection applies to certain particulars or information, the particulars or
information is annexed to the annual return first made by the company after
copies of its financial statements have been laid before its shareholders in a

Additional
disclosure
required in
notes to
financial
statements.
Second
Schedule.

Companies and Allied Matters Act, 2020 2020 No. 3 A 217
general meeting and if a company fails to satisfy this obligation, the company
and every officer of it are liable to a penalty as the Commission shall specify
in its regulations.
(4) It is the duty of any director of a company to give notice to the
company of such matters relating to himself as may be necessary for the
purposes of Part V of the Second Schedule to this Act and this applies to
persons who are or have at any time in the preceding three years been officers
as it applies to directors.
(5) A person who makes default in complying with the provisions of
subsection (4), is liable to a penalty as the Commission shall specify in its
regulations.
383.—(1) The group financial statements of a holding company for
a year shall comply with Part I of the Third Schedule (so far as applicable)
as regards the disclosure of transactions, arrangements and agreements
mentioned therein, including loans, quasi loans and other dealings in favour
of directors.
(2) In the case of a company other than a holding company, its individual
accounts shall comply with Part I of the Third Schedule (so far as applicable)
as regards disclosure matters contained in the Schedule.
(3) Particulars which are required to be contained in Part I of the Third
Schedule in any financial statements are required in respect of shadow directors
as well as a director given by way of notes.
(4) Where by virtue of section 379 (2) or (3), a company does not prepare
group financial statements for a year, it shall disclose such matters in its individual
statements as would have been disclosed in group financial statements.
(5) The requirements of this section apply with such modifications as
are necessary to bring them in line with Part I of the Third Schedule to this
Act, (including with particulars of exceptions in respect of recognised banks it
shall disclose).
384.—(1) The group financial statements of a holding company for a
year shall comply with Part II of the Third Schedule to this Act, so far as
applicable, as regards transactions, arrangements and agreements made by
the company or its subsidiary for persons who at any time during that year
were officers of the company but not directors.

Second
Schedule.

Disclosure
of loans in
favour of
directors and
connected
persons.
Third
Schedule.
Third
Schedule.
Third
Schedule.

Third
Schedule.

Disclosure
of loans to
officers of
the
company
and
statements
of amounts
outstanding.
Third
Schedule.

A 218 2020 No. 3 Companies and Allied Matters Act, 2020
(2) In the case of a company other than a holding company, its individual
accounts shall comply with Part II of the Third Schedule to this Act so far as
applicable, as regards matters contained therein.
(3) Subsections (1) and (2) do not apply in relation to any transaction or
agreement made by a recognised bank for any of its officers or for any of the
officers of its holding company.
(4) Particulars required by Part II of the Third Schedule to be in any
account shall be given by way of notes to the accounts.
(5) Where by virtue of section 379 (2) or (3), a company does not prepare
group financial statements for a year, it shall disclose this fact in its individual
financial statements as required by subsection (1).
DIRECTORS’ REPORTS

385.—(1) In the case of every company, there shall be prepared in
respect of each year, a report by the directors—
(a) containing a fair view of the development of the business of the
company and its subsidiaries during the year and of their position at the end
of it ; and
(b) stating the amount, if any, which they recommend should be paid as
dividend and the amount (if any) which they propose to carry to reserves.
(2) The directors’ report shall state the names of the persons who, at
any time during the year, were directors of the company, and the financial
activities of the company and its subsidiaries in the course of the year and any
significant change in those activities in the year.
(3) The report shall also state the matters, and give the particulars, required
by Part I of the Fourth Schedule to this Act.
(4) Part II of the Fourth Schedule to this Act applies as regards the matters
to be stated in the report of the directors in the circumstances specified therein.
(5) Part III of the Fourth Schedule to this Act applies as regards the
matters to be stated in the directors’ report relative to the employment, training
and advancement of disabled persons, the health, safety and welfare at work
of the employees of the company and the involvement of employees in the
affairs, policy and performance of the company.
(6) In respect of any failure to comply with the requirements of this Act
as to the matters to be stated and the particulars to be given in the directors’
report, every person who was a director of the company immediately before
the end of the period prescribed for laying and delivering financial statements
commits an offence and is liable on conviction to a penalty as the Commission
shall specify in its regulations.

Third
Schedule.

Third
Schedule.

Directors’
report.

Fourth
Schedule.
Fourth
Schedule.
Fourth
Schedule.

Companies and Allied Matters Act, 2020 2020 No. 3 A 219
(7) In proceedings for ascertaining guilt under subsection (6), it is a
defence for the person to prove that he took all reasonable steps for securing
compliance with the requirements in question.

PROCEDURE ON COMPLETION OF FINANCIAL STATEMENTS
386.—(1) A company’s balance sheet and every copy of it which is laid
before the company in general meeting or delivered to the Commission shall
be signed on behalf of the board by two of the directors of the company.
(2) If a copy of the balance sheet—
(a) is laid before the company or delivered to the Commission without
being signed as required by this section, or
(b) not being a copy so laid or delivered, is issued, circulated or published
in a case where the balance sheet has not been signed as so required or
where (the balance sheet having been so signed) the copy does not include
a copy of the signature as the case may be, the company and each officer
of it are liable to a penalty as the Commission shall specify in its regulations.
(3) A company’s profit and loss account and, so far as not incorporated
in its individual balance sheet or profit and loss account, any group accounts
of a holding company, shall be annexed to the balance sheet, and the auditors’
report and the directors’ report shall also be attached to the balance sheet.
(4) The balance sheet and the profit and loss account annexed to it shall
be approved by the board of directors and signed on their behalf by two
directors authorised to do so.
387.—(1) In the case of every company, a copy of the company’s
financial statements for the year shall, at least 21 days before the date of the
meeting at which they are to be laid in accordance with section 388 of this Act
be sent to the following persons—
(a) every member of the company (whether or not entitled to receive
notice of general meetings) ;
(b) every holder of the company’s debentures, (whether or not so
entitled) ; and
(c) all persons other than members and debenture holders, being persons
so entitled.
(2) In the case of a company not having a share capital, subsection (1)
shall not require a copy of the financial statements to be sent to a member of
the company who is not entitled to receive notices of general meetings of the
company, or to a holder of the company’s debenture who is not so entitled.

Signing of
balance
sheet and
documents
to be
annexed
thereto.

Persons
entitled to
receive
financial
statements
as of right.

A 220 2020 No. 3 Companies and Allied Matters Act, 2020
(3) Subsection (1) shall not require copies of the financial statements to
be sent to—
(a) a member of the company or a debenture holder, a person who is
not entitled to receive notices of general meetings, and of whose address
the company is unaware ;
(b) more than one of the joint holders of shares or debentures none of
whom are entitled to receive such notices ; or
(c) those who are not entitled in the case of joint holders of shares or
debentures, some of whom are not entitled to receive such notices.
(4) If copies of the financial statements are sent less than 21 days
before the date of the meeting, it is, notwithstanding that fact, deemed to
have been duly sent if it is so agreed by all the members entitled to attend
and vote at the meeting.
(5) If default is made in complying with subsection (1), the company and
each officer of it are liable to a penalty as the Commission shall specify in its
regulations.
388.—(1) In respect of each year, the directors shall, at a date not later
than 18 months after incorporation of the company and subsequently once at
least in every year, lay before the company in general meeting copies of the
financial statements of the company made up to a date not exceeding nine
months previous to the date of the meeting.
(2) The auditors’ report shall be read before the company in general
meeting, and be open to the inspection of any member of the company.
(3) In respect of each year, the directors shall deliver with the annual
return to the Commission a copy of the balance sheet, the profit and loss
account and the notes on the statements which were laid before the general
meeting as required by this section.
(4) In the case of an unlimited company, the directors are not required
by subsection (3) to deliver a copy of the accounts if—
(a) at no time during the accounting reference period has the company
been, to its knowledge, the subsidiary of a company that was then limited
and at no such time, to its knowledge, have there been held or been
exercisable, by or on behalf of two or more companies that were then
limited, shares or powers which, if they had been held or been exercisable
by one of them, would have made the company its subsidiary ; and
(b) at no such time has the company been the holding company of a
company which was then limited.

Directors’
duty to lay
and deliver
financial
statements.

Companies and Allied Matters Act, 2020 2020 No. 3 A 221
(5) References in this section to a company that was limited at a particular
time are to a body corporate (under whatever law incorporated) the liability of
whose members was at that time limited.
389.—(1) If in a year any of the requirements of section 388 (1) or (3)
are not complied with by any company, every person who immediately before
the end of that period was a director of the company, in respect of each of
those subsections which is not so complied with, is liable to a penalty as the
Commission shall specify in its regulations.
(2) If a person is charged with an offence in respect of any of the
requirements of section 384 (1) or (3), it is a defence for him to prove that he
took all reasonable steps for securing that those requirements be complied
with before the end of the period allowed for laying and delivering accounts.
(3) In proceedings under this section with respect to a requirement
to lay a copy of a document before a company in general meeting, or to
deliver a copy of a document to the Commission, it is not a defence to
prove that the document in question was not in fact prepared as required
by this Part of this Act.
390.—(1) If—
(a) in respect of a year, any of the requirements of section 388 (1) and
(3) of this Act has not been complied with by a company before the end of
the period allowed for laying and delivering financial statements, and
(b) the directors of the company fail to make good the default within 14
days after the service of a notice on them requiring compliance, the court
may on application by any member or creditor of the company or by the
Commission make an order directing the directors (or any of them) to make
good the default within such time as may be specified in the order.
(2) The court order may provide that all costs of and incidental to the
application be borne by the directors.
(3) Nothing in this section affects the provisions of section 389 of
this Act.
391.—(1) If any financial statements of a company (other than its group
financial statement) of which a copy is laid before the shareholders in general
meeting or delivered to the Commission do not comply with the requirement
of this Act as to the matters to be included in, or in a note to, those financial
statements, every person who at the time when the copy is laid or delivered is
a director of the company is, in respect of each contravention, liable to a
penalty as the Commission shall specify in its regulations.

Penalty for

non-
compliance

with section
388.

Default
order in case

of non-
compliance.

Penalty for
laying or
delivering
defective
financial
statements.

A 222 2020 No. 3 Companies and Allied Matters Act, 2020
(2) If any group financial statements of which a copy is laid before a
company in a general meeting or delivered to the Commission do not comply
with section 388 (4) and (5) or section 389 and with the other requirements of
this Act as to the matters to be included in or in a note to those financial
statements, each person who at the time when the copy was so laid or delivered
was a director of the company is liable to a penalty as the Commission shall
specify in its regulations.
(3) In proceedings against a person for an offence under this section, it
is a defence for him to prove that he took all reasonable steps for securing
compliance with the requirements in question.
392.—(1) Any member of a company, whether or not entitled to have
copies of the company’s financial statements sent to him, and any holder of
the company’s debentures (whether or not so entitled) is entitled to be furnished
on demand and without charge with a copy of the company’s last financial
statements.
(2) If, when a person makes a demand for a document with which he is
entitled by this section to be furnished, default is made in complying with the
demand within seven days after its making, the company and each officer are
liable to a penalty as the Commission shall specify in its regulations, unless it is
proved that the person has already made a demand for, and been furnished
with, a copy of the documents.

MODIFIED FINANCIAL STATEMENTS

393.—(1) In certain cases a company’s directors may, in accordance
with Part 1 of the Sixth Schedule to this Act, deliver modified financial statements
in respect of a year as a small company.
(2) For the purposes of sections 395-397 and the Sixth Schedule to this
Act, “deliver” means deliver to the Commission.

394.—(1) A company qualifies as small in relation to its first financial
year if the qualifying conditions are met in that year.
(2) A company qualifies as small in relation to a subsequent financial
year if the qualifying conditions—
(a) are met in that year and the preceding financial year ;
(b) are met in that year and the company qualified as small in relation to
the preceding financial year ; or
(c) were met in the preceding financial year and the company qualified
as small in relation to that year.

Shareholders’
right to
obtain
copies of
financial
statements.

Qualification
of a small
company.
Entitlement
to deliver
financial
statements
in modified
form.
Sixth
Schedule.

Companies and Allied Matters Act, 2020 2020 No. 3 A 223
(3) The qualifying conditions are met by a company in a year in which it
satisfies the following requirements—
(a) it is a private company ;
(b) its turnover is not more than N120,000,000 or such amount as may
be fixed by the Commission from time to time ;
(c) its net assets value is not more than N60,000,000 or such amount as
may be fixed by the Commission from time to time ;
(d) none of its members is an alien ;
(e) none of its members is a government, government corporation or
agency or its nominee ; and
(f ) in the case of a company having share capital, the directors between
themselves hold at least 51% of its equity share capital.
(4) For a period that is a company’s financial year but not in fact a year
the maximum figures for turnover shall be proportionately adjusted.
(5) The “balance sheet total” means the aggregate of the amounts shown
as assets in the company’s balance sheet.
(6) The “number of employees” means the average number of persons
employed by the company in that year, determined as follows—
(a) find for each month in the financial year the number of persons
employed under contracts of service by the company in that month (whether
throughout the month or not),
(b) add together the monthly totals, and
(c) divide by the number of months in the financial year.
(7) This section is subject to section 393.
395.—(1) A parent company qualifies as a small company in relation to
a financial year only if the group headed by it qualifies as a small group.
(2) A group qualifies as small in relation to the parent company’s first
financial year if the qualifying conditions are met in that year.
(3) A group qualifies as small in relation to a subsequent financial year
of the parent company if the qualifying conditions—
(a) are met in that year and the preceding financial year ;
(b) are met in that year and the group qualified as small in relation to the
preceding financial year ; or
(c) were met in the preceding financial year and the group qualified as
small in relation to that year.

Companies
qualifying as
small: parent
companies.

A 224 2020 No. 3 Companies and Allied Matters Act, 2020
(4) The qualifying conditions are met by a group in a year in which it
satisfies the following requirements—
(a) it is a private company ;
(b) its turnover is not more than N120,000,000 or such amount as may
be fixed by the Commission from time to time ;
(c) its net assets value is not more than N60,000,000 or such amount as
may be fixed by the Commission ;
(d) none of its members is an alien ;
(e) none of its members is a government or government corporation or
agency or its nominee ; and
(f ) in the case of a company having share capital, the directors between
themselves hold at least 51% of its equity share capital.
(5) The aggregate figures are ascertained by aggregating the relevant figures
determined in accordance with section 394 for each member of the group.
(6) The figures for each subsidiary undertaking are those included in its
individual accounts for the relevant financial year, if—
(a) its financial year ends with that of the parent company, that financial
year ;
(b) not, its financial year ending last before the end of the financial year
of the parent company ; and
(c) those figures cannot be obtained without disproportionate expense or
undue delay, the latest available figures shall be taken.
396.—(1) The directors of a company may (subject to section 397 where
the company has subsidiaries) deliver individual financial statements modified
as for a small company in the cases specified in subsections (2) and (3), and
Part 1 of the Sixth Schedule apply with respect to the delivery of financial
statements so modified.
(2) In respect of the company’s first year the directors may deliver
financial statements modified as for a small company, if in that year it qualifies
as small.
(3) The directors may in respect of a company’s year subsequent to the
first deliver financial statements modified as for a small company,—
(a) if the company qualifies as small and it also so qualified in the
preceding year ;
(b) although not qualifying in that year as small, if in the preceding year
it so qualified and the directors were entitled to deliver financial statements
so modified in respect of that year ; or

Modified
individual
financial
statements.
Sixth
Schedule.

Companies and Allied Matters Act, 2020 2020 No. 3 A 225
(c) if, in that year the company qualifies as small and the directors
were entitled under paragraph (b) to deliver financial statements so
modified for the preceding year (although the company did not in that
year qualify as small).
397.—(1) This section applies to a holding company where in respect of
a year section 379 requires the preparation of group financial statements for
the company and its subsidiaries.
(2) The directors of the holding company may not under section 396 of
this Act deliver financial statements modified as for a small company, unless
the group (that is to say, the holding company and its subsidiaries together) is
in that year a small group and the group is small if it qualifies under section
394 of this Act (applying that section as provided under subsections (3) and
(4), as if it were all one company).
(3) The figures to be taken into account in determining whether the
group is small are the group account figures, that is—
(a) where the group financial statements are prepared as consolidated
financial statements, the figures for turnover and balance sheet total ; and
(b) where the group financial statements are not prepared as consolidated
financial statements, the corresponding figures given in the group financial
statements, with such adjustment as would have been made if the statements
had been prepared in consolidated form, and aggregated in either case with
the relevant figures for the subsidiaries (if any) omitted from the group accounts
(excepting those for any subsidiary omitted under section 379 (3) (a) on the
ground of impracticability).
(4) In the case of each subsidiary omitted from the group financial
statements, the figures relevant as regards turnover, and balance sheet total
are those which are included in the financial statements of that subsidiary
prepared in respect of its relevant year (with such adjustment as would have
been made if those figures had been included in group financial statements
prepared in consolidated form).
(5) For the purposes of subsection (4), the relevant year of the
subsidiary is—
(a) if its year ends with that of the holding company to which the group
financial statements relate, that year ; and
(b) if not, the subsidiary’s year ending last before the end of the year of
the holding company.
(6) If the directors are entitled to deliver modified financial statements,
they may also deliver modified group financial statements, and such group
financial statements if—

Modified
financial
statements
of holding
company.

A 226 2020 No. 3 Companies and Allied Matters Act, 2020
(a) consolidated, may be in accordance with Part II of the Sixth Schedule
(while otherwise comprising or corresponding with group financial
statements prepared under section 379 of this Act) ; and
(b) not consolidated, may be such as (together with any notes) give the
same or equivalent information as required by paragraph (a), and Part III
to the Sixth Schedule to this Act applies to modified group financial
statements whether consolidated or not.

PUBLICATION OF FINANCIAL STATEMENTS

398.—(1) This section applies to the publication by a company of full
individual or group financial statements, required by section 388 to be laid
before the company in general meeting and delivered to the Commission,
including the directors’ report, unless dispensed with under paragraph 3 of the
Fourth Schedule to this Act, but does not apply to interim financial statements.
(2) If a company publishes individual financial statements (modified or
otherwise) for a year, it shall publish with them the relevant auditors’ report.
(3) If a company required by section 379 to this Act to prepare group
financial statements for a year, publishes individual financial statements for
that year, it shall also publish with them its group financial statements (which
may be modified financial statements but only if the individual financial
statements are modified).
(4) If a company publishes group financial statements (modified or not)
without its individual financial statements, it shall publish with them the relevant
auditors’ report.
(5) References in this section to the relevant auditor’s report are to the
auditors’ report under section 404 or, in the case of modified financial statements
(individual or group), the auditors’ special report under paragraph 10 of the
Sixth Schedule to this Act.
(6) If default is made in complying with any provision of this section, the
company and each officer of the company are liable to a penalty as the
Commission shall specify in its regulations.
399.—(1) This section applies to the publication by a company of
abridged financial statements, that is to say, any balance sheet or profit and
loss account relating to a year of the company or purporting to deal with any
such year, otherwise than as part of full financial statements (individual or
group) to which section 398 of this Act applies.
(2) The reference in subsection (1) to a balance sheet or profit and loss
account, in relation to financial statements published by a holding company,
includes, “an account in any form purporting to be a balance sheet or profit

Sixth
Schedule.

Publication
by a
company of
full
individual or
group
financial
statements.
Fourth
Schedule.

Sixth
Schedule.

Publication
of abridged
financial
statements.

Companies and Allied Matters Act, 2020 2020 No. 3 A 227
and loss account for the group consisting of the holding company and its
subsidiaries”.
(3) If the company publishes abridged financial statements, it shall publish
with those statements, a statement indicating—
(a) that the statements are not full financial statements ;
(b) whether full individual or full group financial statements according as
the abridged statements deal solely with the company’s own affairs or with
the affairs of the company and any subsidiaries have been delivered to the
Commission or, in the case of an unlimited company exempted under section
388 (4), from the requirement to deliver financial statements, that the
company is so exempted ;
(c) whether the company’s auditors have made a report under section
404 on the company’s financial statements for any year with which the
abridged financial statements purport to deal ; and
(d) whether any report so made was unqualified (meaning that it was a
report, without qualification, to the effect that in the opinion of the person
making it, the company’s financial statements had been properly prepared).
(4) Where a company publishes abridged financial statements, it shall
not publish with those statements any such report of the auditors as is mentioned
in subsection (3) (c).
(5) If default is made in complying with any provision of this section,
the company and each officer of the company are liable to a penalty as the
Commission shall specify in its regulations.
SUPPLEMENTARY

  1. The Minister may after consultation with the Financial Reporting
    Council of Nigeria by regulations in a statutory instrument—
    (a) add to the classes of documents to be—
    (i) comprised in a company’s financial statements for a year to be laid
    before the company in general meeting as required by section 388, or
    (ii) delivered to the Commission under that section, and make provision
    as to the matters to be included in any document to be added to either
    class ; or
    (b) modify the requirements of this Act as to the matters to be stated in
    a document of any such class, or reduce the classes of documents to be
    delivered to the Commission under section 386.

Power to
alter
accounting
requirements.

A 228 2020 No. 3 Companies and Allied Matters Act, 2020

CHAPTER 15—AUDIT

401.—(1) Every company shall at each annual general meeting appoint
an auditor or auditors to audit the financial statements of the company, and to
hold office from the conclusion of that, until the conclusion of the next, annual
general meeting.
(2) At any annual general meeting a retiring auditor, however appointed,
shall be re-appointed without any resolution being passed unless—
(a) he is not qualified for re-appointment ;
(b) a resolution has been passed at that meeting appointing some
other person instead of him or providing expressly that he shall not be
re-appointed ; or
(c) he has given the company notice in writing of his unwillingness to be
re- appointed :
Provided that where notice is given of an intended resolution to appoint some
person or persons in place of a retiring auditor, and by reason of the death,
incapacity or disqualification of that person or of all those persons, as the case
may be, the resolution cannot be proceeded with, the retiring auditor shall not
be automatically re-appointed by virtue of this subsection.

(3) Where at an annual general meeting, no auditors are appointed or re-
appointed, the directors may appoint a person to fill the vacancy.

(4) The company shall, within one week of the power of the directors
under subsection (3) becoming exercisable, give notice of that fact to the
Commission; and if a company fails to give notice as required by this subsection,
the company and every officer of the company shall be liable to a penalty as
the Commission shall specify in its regulations.
(5) Subject to paragraphs (a) and (b), the first auditors of a company
may be appointed by the directors at any time before the company is entitled
to commence business and auditors so appointed hold office until the conclusion
of the next annual general meeting, provided that—
(a) the company may at a general meeting remove any such auditors
and appoint in their place any other person who has been nominated for
appointment by any member of the company and of whose nomination
notice has been given to the members of the company at least 14 days
before the date of the meeting ; and
(b) if the directors fail to exercise their powers under this subsection, the
company may, in a general meeting convened for that purpose, appoint the
first auditors and thereupon the said powers of the directors ceases.

Appointment
of auditors.

Companies and Allied Matters Act, 2020 2020 No. 3 A 229
(6) The directors may fill any casual vacancy in the office of auditor but
while any such vacancy continues, the surviving or continuing auditor or
auditors, if any, may act.
402.—(1) A company is exempt from the requirements of this Act relating
to the audit of accounts in respect of a financial year if—
(a) it has not carried on any business since its incorporation ; or
(b) it is a small company within the meaning of section 394.
(2) A company is not entitled to an exemption under subsection (1) if it
was at any time within the financial year in question an insurance company, a
bank or any other company as may be prescribed by the Commission.
403.—(1) The provisions of any Act establishing a body of accountants
shall have effect in relation to any investigation or audit for the purpose of this
Act and none of the following persons is qualified for appointment as auditor
of a company,—
(a) an officer or servant of the company,
(b) a person who is a partner of or in the employment of an officer or
servant of the company, or
(c) a body corporate.
(2) References in subsection (1) to an officer or servant shall be construed
as not including references to an auditor.
(3) In the application of subsection (1), the disqualification extends and
applies to persons who in respect of any period of an audit were in the
employment of the company or were connected therewith in any manner.
(4) A person does not qualify for appointment as an auditor of a company
if he is—
(a) disqualified for appointment as auditor of any other body corporate
which is that company’s subsidiary or holding company or a subsidiary of
that company’s holding company, or would be so disqualified if the body
corporate were a company ;
(b) a debtor to the company or to a company that is deemed to be
related to the company by virtue of interest in shares, in an amount
exceeding N500,000 ;
(c) a shareholder or spouse of a shareholder of a company whose
employee is an officer of the company ;
(d) a person who is or whose partner, employee or employer is responsible
for the keeping of the register of holders of debentures of the company ;

Exemption
from audit
requirement.

Qualification
of Auditors.

A 230 2020 No. 3 Companies and Allied Matters Act, 2020
(e) an employee of or consultant to the company who has been engaged
for more than one year in the maintenance of any of the company’s financial
records or preparation of any of its financial statements ; or
(f ) under subsection (6), disqualified for appointment as auditor of any
other body corporate which is that company’s subsidiary or holding company
or a subsidiary of that company’s holding company, or would be so disqualified
if the body corporate were a company.
(5) Notwithstanding subsections (1), (3) and (4), a firm is qualified for
appointment as auditor of a company if, all the partners are qualified for
appointment as auditors of the company.
(6) A person shall not act as auditor of a company when he knows that
he is disqualified for appointment to that office and if an auditor of a company,
to his knowledge, becomes so disqualified during his term of office, he shall
thereupon vacate his office and give notice in writing to the company that he
has vacated it by reason of that disqualification.
(7) A person who acts as auditor in contravention of subsection (6), or
fails without reasonable excuse to give notice of vacating his office as required
by that subsection commits an offence and is liable to a penalty as the
Commission shall specify in its regulations.
404.—(1) The auditors of a company shall make a report to its
members on the accounts examined by them, and on every balance sheet
and profit and loss account, and on all group financial statements, copies
of which are to be laid before the company in a general meeting during the
auditors’ tenure of office.
(2) The auditors’ report shall state the matters set out in the Fifth Schedule
in addition to the report made under subsection (1), and the auditor shall in the
case of a public company, make a report to an audit committee which shall be
established by the public company.
(3) The audit committee referred to in subsection (2) shall consist of five
members comprising of three members and two non-executive directors, the
members of the audit committee are not entitled to remuneration, and are
subject to election annually.
(4) The audit committee shall examine the auditors’ report and make
recommendations thereon to the annual general meeting as it may deem fit.
(5) All members of the audit committee shall be financially literate, and
at least one member shall be a member of a professional accounting body in
Nigeria established by an Act of the National Assembly.

Auditors’
report and
audit
committee.

Fifth
Schedule.

Companies and Allied Matters Act, 2020 2020 No. 3 A 231
(6) Any member may nominate another member of the company to the
audit committee by giving written notice of such nomination to the secretary
of the company at least 21 days before the annual general meeting and any
nomination not received prior to the meeting as stipulated is invalid.
(7) Subject to such other additional functions and powers that the
company’s articles may stipulate, the objectives and functions of the audit
committee are to—
(a) ascertain whether the accounting and reporting policies of the company
are in accordance with legal requirements and agreed ethical practices ;
(b) review the scope and planning of audit requirements ;
(c) review the findings on management matters in conjunction with the
external auditor and departmental responses thereon ;
(d) keep under review the effectiveness of the company’s system of
accounting and internal control ;
(e) make recommendations to the board with regard to the appointment,
removal and remuneration of the external auditors of the company ; and
(f ) authorise the internal auditor to carry out investigations into any
activities of the company which may be of interest or concern to the
committee.
405.—(1) The chief executive officer and chief financial officer of a
company other than a small company or persons performing similar functions
shall certify in each audited financial statement that the—
(a) officer who signed the audited financial statements has reviewed
them, and based on the officer’s knowledge the—
(i) audited financial statements do not contain any untrue statement
of material fact or omit to state a material fact, which would make the
statements misleading, in the light of the circumstances under which
such statement was made, and
(ii) audited financial statements and all other financial information
included in the statements fairly present, in all material respects, the
financial condition and results of operation of the company as of and for,
the periods covered by the audited financial statements ;
(b) officer who signed the audited financial statements—
(i) is responsible for establishing and maintaining internal controls and
has designed such internal controls to ensure that material information
relating to the company and its subsidiaries is made known to the officer
by other officers of the companies, particularly during the period in which
the audited financial statement report is being prepared,

Corporate
responsibility
for financial
reports.

A 232 2020 No. 3 Companies and Allied Matters Act, 2020
(ii) has evaluated the effectiveness of the company’s internal controls
within 90 days prior to the date of its audited financial statements, and
(iii) certifies that the company’s internal controls are effective as of
that date ;
(c) officer who signed the audited financial statements disclosed to the
company’s auditors and audit committee—
(i) all significant deficiencies in the design or operation of internal
controls which could adversely affect the company’s ability to record,
process, summarise and report financial data, and has identified for the
company’s auditors any material weaknesses in internal controls, and
(ii) whether or not, there is any fraud that involves management or
other employees who have a significant role in the company’s internal
control ; and
(d) officer who signed the report, has indicated in the report, whether or
not, there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of
their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
(2) Where a managing director, chief financial officer or person
performing similar functions fails to discharge the duty imposed on him under
this section, he commits an offence and is liable on conviction to a penalty as
the Commission shall specify in its regulations.
406.—(1) It shall be an offence for any officer, insider, director of a
company, or any other person acting under the direction of such officer, insider
or director, to take any action to influence, coerce, manipulate or mislead any
external auditor engaged in the performance of an audit of the financial
statements of that company for the purpose of rendering such financial
statements misleading.
(2) A person who commits an offence under subsection (1) is liable on
conviction to a penalty as the Commission shall specify in its regulations.
(3) For the purposes of this Act, “Insider” shall have the meaning given
to it under the Investments and Securities Act, or any subsequent amendments
thereto.
407.—(1) The company’s auditors shall, in preparing their report to carry
out such investigations as may enable them to form an opinion whether—
(a) proper accounting records have been kept by the company and proper
returns adequate for their audit have been received from branches not
visited by them ; or

Improper
influence on
conduct of
audit.

Cap. I24,
LFN, 2004.
Auditors’
duties and
powers.

Companies and Allied Matters Act, 2020 2020 No. 3 A 233
(b) the company’s balance sheet and (if not consolidated) its profit and
loss account are in agreement with the accounting records and returns.
(2) If the auditors are of the opinion that proper accounting records
have not been received from branches not visited by them, or if the balance
sheet and (if not consolidated) the profit and loss account are not in
agreement with the accounting records and returns, the auditors shall state
that fact in their report.
(3) Every auditor of a company has a right of access at all times to the
company’s books, accounts and vouchers, and be entitled to require from the
company’s office such information and explanations as he thinks necessary
for the performance of the auditor’s duties.
(4) If the requirements of Part V and VI of the Second Schedule and
Parts I and II of the Third Schedule to this Act are not complied with in the
accounts, it is the auditors’ duty to include in their report, so far as they are
reasonably able to do so, a statement giving the required particulars.
(5) The auditors’ shall consider whether the information given in the
directors’ report for the year for which the accounts are prepared is consistent
with those accounts, and if they are of opinion that it is not, they shall state
that fact in their report.
408.—(1) The remuneration of the auditors of a company—
(a) in the case of an auditor appointed by the directors, may be fixed by
the directors ; or
(b) shall, subject to paragraph (a), be fixed by the company in general
meeting or in such manner as the company in general meeting may determine.
(2) For the purposes of subsection (1), “remuneration” includes sums
paid by the company in respect of the auditors’ expenses.
409.—(1) A company may by ordinary resolution remove an auditor
before the expiration of his term of office, notwithstanding anything in any
agreement between it and him.
(2) Where a resolution removing an auditor is passed at a general meeting
of a company, the company shall within 14 days give notice of that fact in the
prescribed form to the Commission and if a company fails to give the notice
required by this subsection, the company and each officer of the company are
liable to a penalty as the Commission shall specify in its regulations.
(3) Nothing in this section shall be taken as depriving a person removed
under it of compensation or damages payable to him in respect of the
termination of his appointment as auditor or of any appointment terminating
with that as auditor.

Second
Schedule.
Third
Schedule.

Remuneration
of auditors.

Removal of
auditors.

A 234 2020 No. 3 Companies and Allied Matters Act, 2020
410.—(1) A company’s auditors are entitled to attend any general meeting
of the company and to receive all notices of and other communications relating
to any general meeting which a member of the company is entitled to receive
and to be heard at any general meeting which they attend on any part of the
business of the meeting which concerns them as auditor.
(2) An auditor of a company who has been removed is entitled to attend—
(a) the general meeting at which his term of office would otherwise
have expired ; and
(b) any general meeting at which it is proposed to fill the vacancy caused
by his removal, and to receive all notices of, and other communications
relating to, any such meeting which any member of the company is entitled
to receive, and to be heard at any such meeting which he attends on any
part of the business of the meeting which concerns him as former auditor
of the company.
411.—(1) A special notice is required for a resolution at a general meeting
of a company—
(a) appointing as auditor a person other than a retiring auditor ;
(b) filling a casual vacancy in the office of auditor ;
(c) re-appointing as auditor a retiring auditor who was appointed by the
directors to fill a casual vacancy ; or
(d) removing an auditor before the expiration of his term of office.
(2) On receipt of notice of such an intended resolution as is mentioned
in subsection (1), the company shall forthwith send a copy of it—
(a) to the person proposed to be appointed or removed ;
(b) in a case within subsection (1) (a), to the retiring auditors ; and
(c) in a case within subsection (1) (b) or (c), the casual vacancy was
caused by the resignation of an auditor, to the auditor who resigned.
(3) Where notice is given of such a resolution as is mentioned in subsection
(1) (a) or (d) and the retiring auditor (or, the auditor proposed to be removed)
makes, with respect to the intended resolution, representations in writing to
the company not exceeding a reasonable length, and requests their notification
to members of the company, the company shall (unless the representations
are received by it too late for it to do so)—
(a) in any notice of the resolution given to members of the company,
state the fact of the representations having been made ; and
(b) send a copy of the representations to every member of the company
to whom notice of the meeting is or has been sent.

Auditors’
right to
attend
company’s
meetings.

Supplementary
provisions
relating to
auditors.

Companies and Allied Matters Act, 2020 2020 No. 3 A 235
(4) If a copy of any such representations is not sent out as required by
subsection (3) because they were received too late or because of the company’s
default, the auditor may (without prejudice to his right to be heard orally)
require that the representations be read out at the meeting.
(5) Copies of the representations need not be sent out and the
representations need not be read out at the meeting if, on the application
either of the company or of any other person claiming to be aggrieved, the
court is satisfied that the rights conferred by this section are being abused to
secure needless publicity for defamatory matter, and the Court may order the
company’s costs on the application to be paid in whole or in part by the auditor,
notwithstanding that he is not a party to the application.
412.—(1) An auditor of a company may resign his office by depositing
a notice in writing to that effect at the company’s registered office, and such
notice operates to bring his term of office to an end on the date of which the
notice is deposited, or on such later date as may be specified.
(2) An auditor’s notice of resignation is not effective unless it contains
either—
(a) a statement to the effect that there are no circumstances connected
with his resignation which he considers should be brought to the notice of
the members or creditors of the company ; or
(b) a statement of any such circumstances as are mentioned above.
(3) Where a notice under this section is deposited at a company’s
registered office, the company shall within 14 days send a copy of the notice—
(a) to the Commission ; and
(b) if the notice contained a statement under subsection (2) (b), to every
person who under section 387 of this Act is entitled to be sent copies of the
financial statements.
(4) The company or any person claiming to be aggrieved may, within 14
days of the receipt by the company of a notice containing a statement under
subsection (2) (b), apply to the Court for an order under subsection (5).
(5) If on such an application the Court is satisfied that the auditor is
using the notice to secure needless publicity for defamatory matter, it may, by
order, direct that copies of the notice need not be sent out, and the Court may
further order the company’s costs on the application to be paid in whole or in
part by the auditor, notwithstanding that he is not a party to the application.
(6) The company shall, within 14 days of the Court’s decision, send to
the persons mentioned in subsection (3)—

Resignation
of auditors.

A 236 2020 No. 3 Companies and Allied Matters Act, 2020
(a) if the Court makes an order under subsection (5), a statement setting
out the effect of the order ; and
(b) if not, a copy of the notice containing the statement under
subsection (2) (b).
(7) If default is made in complying with the provisions of subsection (3)
or (6), the company and each officer of the company are liable to a penalty as
the Commission shall specify in its regulations.
413.—(1) Where an auditor’s notice of resignation contains a statement
under section 412 (2) (b), there may be deposited with the notice a requisition
signed by the auditor calling on the directors of the company forthwith to
convene an extraordinary general meeting of the company for the purpose of
receiving and considering such explanation of the circumstances connected
with his resignation as he may wish to place before the meeting.
(2) Where an auditor’s notice of resignation contains such a statement,
the auditor may request the company to circulate to its members before—
(a) the general meeting at which his term of office would otherwise
have expired ; or
(b) any general meeting at which it is proposed to fill the vacancy caused
by his resignation or convened on his requisition, a statement in writing (not
exceeding a reasonable length) of the circumstances connected with his
resignation.
(3) If a resigning auditor requests the circulation of a statement by
virtue of subsection (2), the company shall (unless the statement is received
by it too late for it to comply)—
(a) in any notice of the meeting given to members of the company, state
the fact of the statement having been made ; and
(b) send a copy of the statement to every member of the company to
whom notice of the meeting is or has been sent.
(4) If the directors do not within 21 days from the date of the deposit of
a requisition under this section proceed to convene a meeting for a day not
more than 28 days after the date on which the notice convening the meeting is
given, every director is liable to a penalty as the Commission shall specify in
its regulations.
(5) If a copy of the statement mentioned in subsection (2) is not sent out
as required by subsection (3) because it was received too late or because of
the company’s default, the auditor may (without prejudice to his right to be
heard orally) require that the statement be read out at the meeting.

Right of
resigning
auditor to
requisition
company
meeting.

Companies and Allied Matters Act, 2020 2020 No. 3 A 237
(6) Copies of a statement need not be sent out and the statement need
not be read out at the meeting if, on the application either of the company or of
any other person who claims to be aggrieved, the Court is satisfied that the
rights conferred by this section are being abused to secure needless publicity
for defamatory matter, and the Court may order the company’s costs on such
an application to be paid in whole or in part by the auditor, notwithstanding that
he is not a party to the application.
(7) An auditor who has resigned his office is entitled to attend any such
meeting as is mentioned in subsection (2) (a) or (b) and to receive all notices
of and other communications relating to any such meeting which any member
of the company is entitled to receive, and to be heard at any such meeting
which concerns him as former auditor of the company.
414.—(1) Where a company has a subsidiary, then—
(a) if the subsidiary is a body corporate, incorporated in Nigeria, it is the
duty of the subsidiaries and its auditors to give the auditors of the holding
company such information and explanation as those auditors may reasonably
require for the purposes of their duties as auditors of the holding company ;
and
(b) in any other case, it is the duty of the holding company, if required
by its auditors to do so, to take all such steps as are reasonably open to
it to obtain from the subsidiary such information and explanation
mentioned in paragraph (a).
(2) If a subsidiary or holding company fails to comply with the provisions
of subsection (1), the subsidiary or holding company, and each officer are
liable to a penalty as the Commission shall specify in its regulations, and if an
auditor fails without reasonable excuse to comply with subsection (1) (a), he
is so liable.
415.—(1) A company’s auditor shall in the performance of his duties
exercise all such care, diligence and skill as is reasonably necessary in each
particular circumstance.
(2) Where a company suffers loss or damage as a result of the failure
of its auditor to discharge the fiduciary duty imposed on him by subsection (1),
the auditor is liable for negligence and the directors may institute an action for
negligence against him in the Court.
(3) If the directors fail to institute an action against the auditor under
subsection (2) of this section, any member may do so after the expiration of
30 days’ notice to the company of his intention to institute such action.

Powers of
auditors in
relation to
subsidiaries.

Liability of
auditors for
negligence.

A 238 2020 No. 3 Companies and Allied Matters Act, 2020
416.—(1) An officer of a company commits an offence if he knowingly
or recklessly makes to a company’s auditors a statement (whether written or
oral) which—
(a) conveys or purports to convey any information or explanation which the
auditors require, or are entitled to require, as auditors of the company ; and
(b) is misleading, false or deceptive in a material particular.
(2) A person who commits an offence under this section is liable to a
penalty as the Commission shall specify in its regulations.
CHAPTER 16—ANNUAL RETURNS

  1. Every company shall, once at least in every year, make and deliver
    to the Commission an annual return in the form, and containing the matters
    specified in sections 418, 419 or 420 as may be applicable :
    Provided that a company need not make a return under this section either in
    the year of its incorporation or, if it is not required by section 237 to hold an
    annual general meeting during the following year, in that year.
    418.—(1) The annual return by a company having shares other than a
    small company shall contain with respect to the registered office of the company,
    registers of members and debenture holders, shares and debentures, indebtedness,
    past and present members, directors and secretary, the matters specified in Part
    I of the Seventh Schedule to this Act, and the return shall be in the form set out
    in Part II of that Schedule or as near to it as circumstances admit.
    (2) Where the company has converted any of its shares into stock and
    given notice of the conversion to the Commission, the list referred to in
    paragraph 5 of Part I of the Seventh Schedule to this Act shall state the
    amount of stock held by each of the existing members instead of the number
    of shares and the particulars relating to shares required by that paragraph.
    (3) The return may, in any year, if the return for either of the two
    immediately preceding years has given, as at the date of that return, the full
    particulars required by the paragraph 5 of the Seventh Schedule to this Act,
    give only such particulars required by that paragraph as relate to persons
    ceasing to be or becoming members since the date of the last return and to
    shares transferred since that date in the amount of stock held by a member.
  2. The annual return by a small company shall contain the matters
    specified in Part I of the Eighth Schedule to this Act and the return shall be in
    the form set out in Part II of that Schedule or as near to it as circumstances
    admit.

False
statements
to auditors.

Annual
return by
company
limited by
shares or
guarantee.
Annual
return by
company
having
shares other
than small
company.
Seventh
Schedule.
Seventh
Schedule.

Seventh
Schedule.

Annual
return by
small
company.
Eighth
Schedule.

Companies and Allied Matters Act, 2020 2020 No. 3 A 239
420.—(1) The annual return by a company limited by guarantee shall be in
the form prescribed in the Ninth Schedule or as near to it as circumstances admit.
(2) There shall be annexed to the return a statement containing particulars
of the total amount of the indebtedness of the company in respect of all
mortgages and charges which are required to be registered with the
Commission under this Act.
421.—(1) The annual return shall be completed, signed by a director
and the secretary, and delivered to the Commission not later than 42 days
after the annual general meeting for the year, whether or not that meeting is
the first or only general meeting of the company in that year, but the company
may apply to the Commission for extension of time within which to file its
annual return for any given calendar year.
(2) This section does not apply to companies with only one member.
422.—(1) Subject to the provisions of section 424 of this Act, there shall
be annexed to the annual return—
(a) a written copy, certified both by a director and the Secretary of the
company to be a true copy, of every balance sheet and profit and loss
account laid before the company in general meeting held in the year to
which the return relates (including every document required by law to be
annexed to the balance sheet) ; and
(b) a copy, certified in accordance with paragraph (a), of the report of
the auditors on, and of the report of the directors accompanying, each such
balance sheet.
(2) If any such balance sheet as mentioned in subsection (1), or document
required by law to be annexed does not comply with the requirement of the
law in force at the date of the audit with respect to the form of balance sheet
or the documents, there shall be made such additions to and corrections in the
copy as would have been required to be made in the balance sheet or document
in order to comply with the requirements, and the fact that the copy has been
amended shall be stated on it.
(3) Any document required to be annexed to the annual return may be
delivered to the Commission either in hard copy or through electronic
communications.
423.—(1) A private company shall send with the annual return required
by sections 418, 419 or 420 of this Act a certificate signed both by a director
and the secretary of the company that the company has not, since the date of
the last return, or, in the case of a first return, since the date of the incorporation
of the company, issued any invitation to the public to subscribe for shares or
debentures of the company, and, where the annual return discloses the fact
Annual
return by
company
limited by
guarantee.
Ninth
Schedule.
Time for
completion
and delivery
of annual
return.

Documents
to be
annexed to
annual
return.

Certificate
by private
company
and small
company in
annual
return.

A 240 2020 No. 3 Companies and Allied Matters Act, 2020
that the number of members of the company exceeds 50, also a certificate so
signed that the excess consists wholly of persons who under section 22 (3) of
this Act are not included in reckoning the number of 50.
(2) A small company shall in addition to the certificate required under
subsection (1), send with the annual return a certificate signed by a director
and the secretary that—
(a) it is a private company limited by shares ;
(b) the amount of its turn-over for that year is not more than N120,000,000
or such amount as may be fixed by the Commission ;
(c) its net assets value is not more than N60,000,000 or such amount as
may be fixed by the Commission ;
(d) none of its members is an alien ;
(e) none of its members is a government, a government agent or
nominee ; and
(f ) the directors among them hold at least 51% of the equity share
capital of the company.
424.—(1) An unlimited company shall be exempted from the
requirements of section 422 of this Act as to documents to be annexed to the
annual return if,—
(a) at no time during the period to which the return relates has it been, to
its knowledge, the subsidiary of a company that was then limited and at no
such time, to its knowledge, have there been held or exercisable by or on
behalf of two or more companies that were limited, shares or powers which,
had they been held or exercisable by one of them, would have made the
company its subsidiary ; and
(b) at no such time has it been the holding company of a company that
was then limited.
(2) A small company is exempted from the requirements imposed by
section 422 provided that it complies with the provision of section 394 of
this Act.
425.—(1) If a company required to comply with any of the provisions of
sections 417-423 fails to do so, the company and every director or officer of
the company are liable to a penalty as may be prescribed by the Commission.
(2) For the purposes of subsection (1), “officer” includes any person in
accordance with whose directions or instructions the directors of the company
are accustomed to act.

Exception in
certain cases
of unlimited
companies
and small
companies
from
requirements
of
section 422.

Penalty for

non-
compliance

with
sections 417

  • 423.

Companies and Allied Matters Act, 2020 2020 No. 3 A 241
(3) Failure to file annual returns for a consecutive period of 10 years is a
ground for striking the name of a company off the companies’ register.
426.—(1) A company may, in general meeting, declare dividends in
respect of any year or other period only on the recommendation of the directors.
(2) The company may from time to time pay to the members such interim
dividends as appear to the directors to be justified by the profits of the company.
(3) The general meeting has power to decrease the amount of dividend
recommended by the directors, but has no power to increase the recommended
amount.
(4) Where the recommendation of the directors of a company with respect
to the declaration of a dividend is varied in accordance with subsection (3) by
the company in general meeting, a statement to that effect shall be included in
the relevant annual return.
(5) Subject to the provisions of this Act, dividends is payable to the
shareholders only out of the distributable profits of the company.
427.—(1) A company may pay dividends only out of profits available
for the purpose.
(2) The profits of a company available for payment of dividends are its
accumulated, realised profits (so far as not previously utilised by distribution
or capitalisation), less – its accumulated, realised losses (so far as not previously
written off in a lawfully made reduction or reorganisation of capital).

  1. A company shall not declare or pay dividend if there are reasonable
    grounds for believing that the company is or would be, after the payment,
    unable to pay its liabilities as they become due.
    429.—(1) Where dividends paid by a company remain unclaimed, the
    company shall publish in two national newspapers, a list of the unclaimed dividends
    and the names of the persons entitled to the dividends, and attach the list, as
    published in the national newspapers, to the notice that is sent to the members of
    the company for each subsequent annual general meeting of the company.
    (2) After the expiration of three months of the publication and notice
    referred to in subsection (1), the company may invest the unclaimed dividend
    for its own benefit in investments outside the company and no interest shall
    accrue on the dividends against the company.
    (3) Where dividends have been sent to members and there is an omission
    to send to some members due to the fault of the company, the dividends shall
    earn interest at the current bank rate from three months after the date on
    which they ought to have been posted.

Declaration
of dividends
and
payment of
interim
dividend.

Distributable
profits.

Restriction
on
declaration
and payment
of dividends.
Unclaimed
dividends.

A 242 2020 No. 3 Companies and Allied Matters Act, 2020
(4) For the purpose of liability, the date of posting the dividend warrant is
deemed to be the date of payment and proof of whether it has been sent is a
question of fact.
430.—(1) The directors may, before recommending any dividend, set
aside out of the profits of the company such sums as they think proper as a
reserve or reserves which shall, at the discretion of the directors, be applicable
for any purpose to which the profits of the company may be properly applied,
and pending such application may, at the discretion, either be employed in the
business of the company or be invested in such investments (other than shares
of the company) as the directors think fit, and the directors may without placing
the same to reserve, carry forward any profits which they may think prudent
not to distribute.
(2) The company in general meeting may upon the recommendation of
the directors resolve that it is desirable to capitalise any part of the amount,
for the time being, standing to the credit of any of the company’s reserve
accounts or to the credit of the profit and loss account or available for distribution.
(3) Such sum may be set free for distribution among the members who
would have been entitled to dividends in the same proportions on condition
that the same be not paid in cash but be applied either on or towards paying up
any amount unpaid on any shares held by such members respectively or paying
up in full unissued shares or debentures of the company to be allotted and
distributed to creditors as fully paid up.
(4) The company may decide by a resolution, what part shall be distributed
in cash or in shares and the directors shall give effect to such resolution.
(5) Share premium account and a capital redemption reserve fund may,
for the purposes of this subsection, only be applied in the paying up of unissued
shares to be issued to members of the company as fully paid bonus shares.
(6) Where a resolution under subsections (2)-(5) is passed, the
directors shall make all appropriations and applications of the undivided
profits resolved to be capitalised thereby, and all allotments and issues of
fully-paid shares or debentures, if any, and generally do all acts and things
required to give effect to it.
(7) The directors shall have power to make such provision by the issue
of fractional certificates or by payment in cash or otherwise as they think fit in
the case of shares or debentures becoming distributable in fractions.
(8) Any person may be authorised by the directors to enter on behalf of
all the members entitled under this section into an agreement with the company
to provide for the allotment to them respectively, credited as fully paid up, of
any further shares or debentures to which they may be entitled upon such

Reserve and
capitalisation.

Companies and Allied Matters Act, 2020 2020 No. 3 A 243
capitalisation, or (as the case may require) for the payment by the company
on their behalf, of the amount or any part of the amount remaining unpaid on
their existing shares, and any agreement made under such authority is effective
and binding on all such members.

  1. If under his contract of service, an employee is entitled to share in
    the profits of the company as an incentive, he is entitled to share in the profits
    of the company, whether or not dividends have been declared.
    432.—(1) Dividends are special debts due to and recoverable by
    shareholders within 12 years, and actionable only when declared.
    (2) Dividends that are unclaimed after 12 years should be included in the
    profits that should be distributed to the other shareholders of the company.
    433.—(1) All directors who knowingly pay, or are party to the payment
    of dividend out of capital or in contravention of this Part, are personally liable
    jointly and severally to refund to the company any amount so paid.
    (2) Such directors shall have the right to recover the dividend from
    shareholders who receive it with knowledge that the company had no power
    to pay it.

CHAPTER 17—COMPANY VOLUNTARY ARRANGEMENTS
434.—(1) The directors of a company may make a proposal under this
Part to its creditors for a composition in satisfaction of its debts or a scheme
of arrangement of its affairs (in this Act referred to in either case, as a
“voluntary arrangement”).
(2) A proposal under this Part is one which provides for some person
(“the nominee”) to act in relation to the voluntary arrangement either as trustee
or otherwise for the purpose of supervising its implementation, and the nominee
shall be a person who is qualified to act as an insolvency practitioner in relation
to the company.
(3) Such a proposal may be made where—
(a) an administration order is in force in relation to the company, by the
administrator ; and
(b) the company is being wound up, by the liquidator.
435.—(1) This section applies where the nominee under section 434 is
not the liquidator or administrator of the company.
(2) The nominee shall, within 28 days (or such longer period as the Court
may allow) after he is given notice of the proposal for a voluntary arrangement,
submit a report to the Court stating—

Employees’
shares and
profit
sharing.
Right of the
shareholders
to sue for
dividends.
Liability for
paying
dividend out
of capital.

Those who
may
propose an
arrangement.

Procedure
where
nominee is
not the
liquidator or
administrator.

A 244 2020 No. 3 Companies and Allied Matters Act, 2020
(a) whether, in his opinion, meetings of the company and of its creditors
should be summoned to consider the proposal ; and
(b) if, in his opinion, such meetings should be summoned, the date on
which, and time and place at which, he proposes the meetings to be held.
(3) For the purposes of enabling the nominee to prepare his report, the
person intending to make the proposal shall submit to the nominee—
(a) a document setting out the terms of the proposed voluntary
arrangement ; and
(b) a statement of the company’s affairs containing—
(i) particulars of its creditors, its debts and other liabilities and of its
assets as may be prescribed, and
(ii) other information as may be prescribed.
(4) The Court may, on an application made by the person intending to
make the proposal, in a case where the nominee failed to submit the report
required by this section, direct that the nominee be replaced as such by another
person qualified to act as an insolvency practitioner in relation to the company.
436.—(1) A proposal may also be made where the nominee is —
(a) not the liquidator or administrator, and it has been reported to the
Court that such meetings should be summoned, the person making the report
shall (unless the Court otherwise directs) summon those meetings for the
time, date and place proposed in the report ; and
(b) the liquidator or administrator, he shall summon meetings of the
company and of its creditors to consider the proposal for such a time, date
and place as he thinks fit.
(2) The persons to be summoned to a creditors’ meeting under this section
are every creditor of the company of whose claim and address the person
summoning the meeting is aware.

CONSIDERATION AND IMPLEMENTATION OF PROPOSAL
437.—(1) The meetings summoned shall decide whether to approve the
proposed voluntary arrangement with or without modifications.
(2) The modifications may include conferring the functions proposed to
be conferred on the nominee on another person qualified to act as an insolvency
practitioner in relation to the company but shall not include any modification
by virtue of which the proposal ceases to be a proposal such as is mentioned
in section 434.
(3) A meeting so summoned shall not approve any proposal or modification
which affects the right of a secured creditor of the company to enforce his
security, except with the concurrence of the creditor concerned.

Summoning
of meetings.

Decisions of
meetings.

Companies and Allied Matters Act, 2020 2020 No. 3 A 245
(4) A meeting so summoned shall not approve any proposal or modification
under which—
(a) any preferential debt of the company is to be paid otherwise than in
priority to such of its debts as are not preferential debts ; or
(b) a preferential creditor of the company is to be paid an amount in
respect of a preferential debt that bears to that debt a smaller proportion than
is borne to another preferential debt by the amount that is to be paid in respect
of that other debt provided that the meeting may approve such a proposal or
modification with the concurrence of the preferential creditor concerned.
(5) Subject to the provisions of this section, each of the meetings shall be
conducted in accordance with the rules.
(6) After the conclusion of either meeting in accordance with the rules,
the chairman of the meeting shall report the result of the meeting to the Court,
and, immediately after reporting to the Court, shall give notice of the result of
the meeting to such persons as may be prescribed.
438.—(1) This section applies to a decision, under section 437, with
respect to the approval of a proposed voluntary arrangement.
(2) The decision has effect if, in accordance with the rules—
(a) it has been taken by both meetings summoned under section 436 ; or
(b) subject to any order made under subsection (4) it has been taken by
the creditors’ meeting summoned under that section.
(3) If the decision taken by the creditors’ meeting differs from that taken
by the company meeting, a member of the company may apply to the Court.
(4) An application under subsection (3) shall not be made after the end
of 28 days beginning with—
(a) the day on which the decision was taken by the creditors’ meeting ; or
(b) where the decision of the company meeting was taken on a later
day, that day.
(5) On an application under subsection (3), the Court may—
(a) order the decision of the company meeting to have effect instead of
the decision of the creditors’ meeting ; or
(b) make such other order as it deems fit.
439.—(1) This section applies where a decision approving a voluntary
arrangement has effect under section 437.
(2) The order of the Court that the decision of the company meeting
should have effect instead of the decision of the creditors’ meeting—

Approval of
arrangement.

Effect of
approval.

A 246 2020 No. 3 Companies and Allied Matters Act, 2020
(a) takes effect as if made by the company at the creditors’ meeting ; and
(b) binds every person who, in accordance with the rules—
(i) was entitled to vote at that meeting (whether or not he was present
or represented at it), or
(ii) would have been so entitled if he had had notice of it, as if he
were a party to the voluntary arrangement.
(3) Where the arrangement—
(a) ceases to have effect, any amount payable, under the arrangement
to a person bound by virtue of subsection (2) (b) (ii) has not been paid, and
(b) did not come to an end prematurely,
the company shall at that time become liable to pay to that person the amount
payable under the arrangement.
(4) Where the company is being wound up or is in administration, the
Court may—
(a) by order, stay all proceedings in the winding-up or provide for the
appointment of the administrator to cease to have effect ; or
(b) give such directions with respect to the conduct of the winding-up or
the administration as it considers appropriate for facilitating the
implementation of the order of the Court that the decision of the company
meeting should have effect instead of the decision of the creditors’ meeting
on the voluntary arrangement.
(5) The Court shall not make an order under subsection (4) (a)—
(a) at any time before the end of 28 days beginning with the first day on
which each of the reports required by section 435 (2) has been made to the
Court ; or
(b) at any time when an application under section 435 (4) or an appeal in
respect of such an application is pending, or at any time in the period within
which such an appeal may be brought.
440.—(1) Subject to this section, an application to the Court may be
made, by any of the persons specified in subsection (2), on the ground that—
(a) a voluntary arrangement which has effect under section 437
unfairly prejudices the interests of a creditor, member or contributory
of the company ; or
(b) there has been some material irregularity at or in relation to either of
the meetings.

Challenge of
decisions.

Companies and Allied Matters Act, 2020 2020 No. 3 A 247
(2) The persons who may apply under subsection (1) are—
(a) persons entitled, in accordance with the rules, to vote at either of the
meetings ;
(b) persons who would have been entitled, in accordance with the rules,
to vote at the creditors’ meeting if they had had notice of it ;
(c) the nominees or persons who replaced them under section 435 (4) or
437 (2) ; and
(d) if the company is being wound up or is in administration, the liquidator
or administrator.
(3) An application under this section shall not be made—
(a) after the end of 28 days beginning with the first day on which
each of the reports required under section 435 (2) has been made to the
Court, or
(b) on which each of the reports required by section 435 (2) has been
made to the Court but (subject to that), an application made by a person
within this subsection on the ground that the voluntary arrangement
prejudices his interests may be made after the arrangement has ceased to
have effect, unless it came to an end prematurely.
(4) Where on such an application the Court is satisfied as to either of the
grounds mentioned in subsection (1), it may—
(a) revoke or suspend any decision approving the voluntary
arrangement which has effect under section 437 or, in a case falling
within subsection (1) (b), any decision taken by the meeting in question
which has effect under that section ; or
(b) give a direction to any person for the summoning of further meetings
to consider any revised proposal, the person who made the original proposal
may make or, in the case falling within subsection (1) (b), a further company
or creditors’ meeting to reconsider the original proposal.
(5) Where after giving a direction under subsection (4)(b) for the
summoning of meetings to consider a revised proposal the Court is satisfied
that the person who made the original proposal does not intend to submit a
revised proposal, the Court shall revoke the direction and revoke or suspend
any decision approving the voluntary arrangement which has effect under
section 437.
(6) Where the Court, on an application under this section with respect to
any meeting—
(a) gives a direction under subsection (4) (b), or

A 248 2020 No. 3 Companies and Allied Matters Act, 2020
(b) revokes or suspends an approval under subsection (4) (a) or (5),
the Court may give such supplemental directions as it deems fit and, in particular,
directions with respect to things done under the voluntary arrangement since
it took effect.
(7) Except as provided in this section, a decision taken at a meeting
summoned under section 436 is not invalidated by any irregularity at or in
relation to the meeting.
441.—(1) If, for the purpose of obtaining the approval of the members
or creditors of a company to a proposal for a voluntary arrangement, a person
who is an officer of the company—
(a) makes any false representation, or
(b) fraudulently does, or omits to do anything,
he commits an offence.
(2) A person who contravenes subsection (1), commits an offence and is
liable on conviction to imprisonment for a term of one year or a fine as the
Court deems fit or both.
442.—(1) This section applies where a voluntary arrangement approved
by the meetings summoned under section 436 has taken effect.
(2) The person who performs, in relation to the voluntary arrangement,
the functions conferred by virtue of—
(a) the approval on the nominee, or
(b) section 435 (4) or 437 (3) on a person other than the nominee,
shall be known as the supervisor of the voluntary arrangement.
(3) If any of the company’s creditors or any other person is dissatisfied
by any act, omission or decision of the supervisor, he may apply to the Court,
and, on the application, the Court may—
(a) confirm, reverse or modify any act or decision of the supervisor ;
(b) give him directions ; or
(c) make such other order as it deems fit.
(4) The supervisor may apply to the Court for directions in relation to
any particular matter arising under the voluntary arrangement, and is included
among the persons who may apply to the Court for the winding-up of the
company or for an administration order to be made in relation to it.
(5) The Court may, whenever it is—
(a) expedient to appoint a person to perform the functions of the
supervisor, and

A false
representation,
etc.

Implementation
of proposal.

Companies and Allied Matters Act, 2020 2020 No. 3 A 249
(b) it is inexpedient, difficult or impracticable for an appointment to be
made without the assistance of the Court,
make an order appointing a person who is qualified to act as an insolvency
practitioner in relation to the company, either in substitution for the existing
supervisor or to fill a vacancy.
(6) The power conferred by subsection (5) is exercisable so as to increase
the number of persons performing the functions of supervisor or, where there
is more than one person performing those functions, so as to replace one or
more of those persons.

CHAPTER 18—ADMINISTRATION OF COMPANIES :
NATURE OF ADMINISTRATION

443.—(1) A person may be appointed as administrator of a company
by—
(a) an administration order of the Court under section 449 of this Act ;
(b) the holder of a floating charge under section 452 of this Act ; or
(c) the company or its directors under section 459 of this Act.
(2) Where an administrator is appointed out of Court, if it is an
administration that has a cross-border element, an application shall be made
ex parte to the Court for approval.
(3) An extra curia administrator appointed under subsection (1) (b)
may, in addition to statutory notice to the Court under section 457, also
request, in an accompanying ex parte application to the Court, a formal
court order.
444.—(1) The administrator of a company may do all such things as
may be necessary for the management of the affairs, business and property
of the company, and shall perform his functions with the objective of—
(a) rescuing the company, the whole or any part of its undertaking, as a
going concern ;
(b) achieving a better result for the company’s creditors as a whole than
would be likely if the company were wound up, without first being in
administration ; or
(c) realising property in order to make a distribution to one or more
secured or preferential creditors.
(2) Notwithstanding subsection (1) (b) and (c), the rescue of the company
is the primary objective of the administrator in the performance of his functions,
except where he is of the opinion that it is not reasonably practicable or a
better result can be achieved for the company’s creditors by pursuing some
other course in order of priority as specified in that subsection.

Appointment
of
administrator.

Purpose of
administration.

A 250 2020 No. 3 Companies and Allied Matters Act, 2020
(3) Subject to subsection (5), the administrator of a company shall perform
his functions in the interests of the company’s creditors as a whole.
(4) The administrator shall perform his functions with the objective
specified in subsection (1) (a) unless he is of the opinion that—
(a) it is not reasonably practicable to achieve that objective ; or
(b) the objective specified in subsection (1) (b) would achieve a better
result for the company’s creditors as a whole.
(5) The administrator may perform his functions with the objective
specified in subsection (1) (c) only if he—
(a) is of the opinion that it is not reasonably practicable to achieve either
of the objectives specified in subsection (1) (a) and (b) ; and
(b) does not unnecessarily harm the interests of the creditors of the
company as a whole.
(6) The administrator shall, within 60 days of his appointment prepare a
detailed schedule of assets and submit a copy to the person by whom he was
appointed.

  1. The administrator of a company shall perform his functions as
    quickly and efficiently as is reasonably practicable.
  2. An Administrator is an officer of the Court, whether or not he is
    appointed by the Court.
    447.—(1) A person may be appointed as administrator of a company
    only if he is qualified to act as an insolvency practitioner in relation to the
    company.
    (2) A person shall only be appointed as administrator of a company
    which is in administration, subject to the provisions of sections 525-534 and
    537-541 of this Act about replacement and additional administrators.
    (3) A person shall not be appointed as administrator of a company which
    is in liquidation by virtue of—
    (a) a resolution for voluntary winding-up, subject to section 475 (2) (b)
    of this Act ; or
    (b) a winding-up order, subject to sections 474 and 475 of this Act.
    (4) A person shall not be appointed as administrator of a company which—
    (a) has as a liability in respect of a deposit which it accepted in accordance
    with relevant banking laws ; and

Standard of
performance
of
administrator.
Status of
administrator.
General
restrictions
on
appointment
of
administrator.

Companies and Allied Matters Act, 2020 2020 No. 3 A 251
(b) is not an authorised deposit taker within the meaning of banking laws
and regulations.
(5) A person shall not be appointed as administrator of a company which
effects or carries out contracts of insurance except with the leave of the
insurance regulator.

APPOINTMENT OF ADMINISTRATOR BY COURT

  1. An administration order is an order appointing a person as the
    administrator of a company.
  2. A Court may make an administration order in relation to a company,
    where it is satisfied that the—
    (a) company is or is likely to become unable to pay its debts ; and
    (b) administration order is likely to achieve the purpose of administration.
    450.—(1) An application to the Court for an administration order in
    respect of a company (in this Act referred to as an “administration application”)
    may be made by—
    (a) the company ;
    (b) the directors of the company ;
    (c) one or more creditors of the company ;
    (d) the designated officer of the Federal High Court appointed to act as
    a receiver under this Act or any other law ; or
    (e) a combination of the persons listed in paragraphs (a)-(d).
    (2) As soon as is reasonably practicable after the making of an
    administration application, the applicant shall notify—
    (a) any Court that has appointed a receiver and any person who has
    appointed a receiver of the company ;
    (b) a person who has, who is or who may be entitled to appoint a receiver
    of the company ;
    (c) a person who is or may be entitled to appoint an administrator of the
    company under section 452 of this Act ; and
    (d) such other persons as may be prescribed.
    (3) An administration application shall not be withdrawn without the
    permission of the Court.
    (4) In subsection (1), “creditor” includes a contingent creditor and a
    prospective creditor.

Administration
order.
Conditions
for making
order.

Application
to Court for
administration
order.

A 252 2020 No. 3 Companies and Allied Matters Act, 2020
451.—(1) On hearing an administration application, the Court may—
(a) make the administration order sought ;
(b) dismiss the application ;
(c) adjourn the hearing conditionally or unconditionally ;
(d) make an interim order ;
(e) treat the application as a winding-up petition and make any order
which the Court could make under section 574 of this Act ; or
(f ) make any other order which the Court deems appropriate.
(2) An appointment of an administrator by an administration order
takes effect—
(a) at a time appointed by the order ; or
(b) where no time is appointed by the order, when the order is made.
(3) An interim order under subsection (1) (d) may, in particular—
(a) restrict the exercise of a power of the directors or the company ; or
(b) make provision conferring a discretion on the Court or on a person
qualified to act as an insolvency practitioner in relation to the company.
(4) This section is subject to section 573 of this Act.
452.—(1) Subject to section 450 of this Act, the holder of a floating
charge in respect of a company’s property may appoint an administrator of
the company.
(2) For the purposes of subsection (1), a floating charge qualifies if it is
created by an instrument which—
(a) states that this section applies to the floating charge ;
(b) purports to empower the holder of the floating charge to appoint an
administrator of the company ; or
(c) purports to empower the holder of the floating charge to appoint a
receiver within the meaning of this Part or where this Part is not applicable,
the relevant provisions of this Act.
(3) For the purposes of subsection (1), a person is the holder of a floating
charge in respect of a company’s property if he holds one or more debentures
of the company secured by—
(a) a floating charge which relates to the whole or substantially the
whole of the company’s property ;
(b) a number of floating charges which together relate to the whole or
substantially the whole of the company’s property ; or

Power to
appoint by
holder of
floating
charge.
Powers of
Court in
administration
application.

Companies and Allied Matters Act, 2020 2020 No. 3 A 253
(c) charges and other forms of security which together relate to the
whole or substantially the whole of the company’s property and at least one
of which is a floating charge.
(4) Without prejudice to the specific terms of the instrument creating a
charge, any contrary or conflicting provision of this Act or other enactments,
the appointment of a receiver or manager by the holder of a floating charge is
to all intents and purpose equivalent to the appointment of an administrator,
and the provisions of this Part are applicable to the person qualified to act as
an insolvency practitioner and appointed under the relevant instrument by the
holder of a floating charge.
453.—(1) A person shall not appoint an administrator under section 452
of this Act unless—
(a) he has given at least two working days’ written notice to the holder
of any prior floating charge which satisfies section 452 (2) of this Act ; or
(b) the holder of any prior floating charge which satisfies section 452 (2)
of this Act has consented in writing to the making of the appointment.
(2) One floating charge is prior to another for the purposes of subsection
(1) if it—
(a) was created first ; or
(b) is to be treated as having priority in accordance with an agreement
to which the holder of each floating charge was party.

  1. An administrator shall not be appointed under section 452 of this
    Act if —
    (a) a floating charge on which the appointment relies is not enforceable,
    a holder of the unenforceable charge may apply or join as a mere creditor
    in an administration application under section 450 of this Act ;
    (b) a provisional liquidator of the company has been appointed under
    section 585 of this Act ; or
    (c) prior to the commencement of this Act and the coming into effect of
    this Chapter, a receiver or manager of the company is in office.
    455.—(1) A person who appoints an administrator of a company under
    section 452 of this Act shall file with the Commission—
    (a) a notice of appointment ; and
    (b) such other documents as may be prescribed.
    (2) The notice of appointment shall include a statutory declaration by or
    on behalf of the person who makes the appointment that—
    (a) the person is the holder of a floating charge in respect of the
    company’s property ;

Restrictions
on power to
appoint.

When not to
appoint
administrator.

Notice of
appointment.

A 254 2020 No. 3 Companies and Allied Matters Act, 2020
(b) each floating charge relied on in making the appointment is or was
enforceable on the date of the appointment ; and
(c) the appointment is in accordance with this Chapter and generally
with this Act.
(3) The notice of appointment shall identify the administrator and be
accompanied by a statement by the administrator—
(a) that he consents to the appointment ;
(b) that in his opinion, the purpose of administration is likely to be
achieved ; and
(c) giving such other information and opinions as may be prescribed.
(4) The administrator may at his discretion elect to apply for further
discretion or relief.
(5) For the purpose of a statement under subsection (3), an administrator
may rely on information supplied by directors of the company, unless he has
reason to doubt its accuracy.
(6) The notice of appointment and any document accompanying it shall
be in the prescribed form.
(7) A statutory declaration under subsection (2) shall be made during
the prescribed period.
(8) A person commits an offence, if in a statutory declaration under
subsection (2), he makes a statement which—
(a) is false ; and
(b) he does not reasonably believe to be true.

  1. The appointment of an administrator under section 450 of this Act
    takes effect when the requirements of section 447 of this Act are satisfied.

457.—(1) A person who appoints an administrator under section 450 of
this Act shall notify the administrator and such other persons as may be
prescribed as soon as is reasonably practicable after the requirements of section
447 of this Act are satisfied.
(2) A person who fails, without reasonable excuse, to comply with
subsection (1), commits an offence.

Commence-
ment of

appointment
of
administrator
under
section 450.
Notification
of
appointment.

Companies and Allied Matters Act, 2020 2020 No. 3 A 255
458.—(1) This section applies where—
(a) a person purports to appoint an administrator under section 452 of
this Act ; and
(b) the appointment is discovered to be invalid.
(2) The Court may order the person who purported to make the
appointment to indemnify the person appointed against liability which arises
solely by reason of the invalidity of the appointment.
APPOINTMENT OF ADMINISTRATOR BY COMPANY
OR DIRECTORS OUT OF COURT

459.—(1) A company may appoint an administrator out of Court.
(2) The directors of a company may also appoint an administrator
out of Court.
460.—(1) This section applies where an administrator of a company is
appointed—
(a) under section 450 of this Act ; or
(b) on an administration application made by the company or its directors.
(2) An administrator of the company shall not be appointed under section
449 of this Act within 12 months beginning with the date on which the
appointment referred to in subsection (1) ceases to have effect.
461.—(1) If a moratorium for a company under this Part and any
supportive schedule ends on a date when no voluntary arrangement is in effect
in respect of the company, this section applies for the period of 12 months
beginning with that date.
(2) This section also applies for the period of 12 months beginning with
the date on which a voluntary arrangement in respect of a company ends,
where the arrangement—
(a) was made during a moratorium for the company under this Part ; and
(b) ends prematurely.
(3) While this section applies, an administrator of the company shall not
be appointed under section 450 of this Act.

  1. An administrator of a company shall not be appointed under
    section 459 of this Act where—
    (a) a petition for the winding-up of the company has been presented and
    is not yet disposed of ;
    (b) an administration application has been made and is not yet disposed
    of ; or
    (c) a receiver of the company is in office.

Invalid
appointment
and
indemnity.

Power to
appoint by
company or
directors.
Restrictions
on power to
appoint.

Effect of
moratorium
on the
appointment
of
administrator.

Effect of

non-
disposal of

winding-up
petition on
appointment
of
administrator.

A 256 2020 No. 3 Companies and Allied Matters Act, 2020
463.—(1) Except where there is no secured creditor who has, or might
have the right to appoint an administrator under section 452 of this Act or a
receiver or any other person as envisaged under subsection (2), a person who
proposes to make an appointment under section 469 of this Act shall give at
least three working days’ written notice by post, personal delivery, hand delivered
mail, or email to any person who is or may be entitled to appoint—
(a) a receiver of the company ; and
(b) an administrator of the company under section 450 of this Act.
(2) A person who proposes to make an appointment under this section
shall also give such notice as may be prescribed to such other persons as may
be prescribed.
(3) A notice under this section shall—
(a) identify the proposed administrator ; and
(b) be in the prescribed form.
464.—(1) A person who gives notice of intention to appoint under
section 458 shall file with the Commission as soon as is reasonably
practicable a copy of—
(a) the notice ; and
(b) any document accompanying it.
(2) The copy filed under subsection (1) shall be accompanied by a
statutory declaration made by or on behalf of the person who proposes to
make the appointment—
(a) that the company is or is likely to become unable to pay its debts ;
(b) that the company is not in liquidation ;
(c) that so far as the person making the statement is able to ascertain,
the appointment is not prevented by sections 453 and 454 of this Act ; and
(d) to such additional effect, and giving such information, as may be
prescribed.
(3) A statutory declaration under subsection (2) shall be—
(a) in the prescribed form ; and
(b) made during the prescribed period.
(4) A person commits an offence if, in a statutory declaration under
subsection (2), he makes a statement which—
(a) is false ; and
(b) he does not reasonably believe to be true.

Notice of
intention to
appoint.

Filing of
notice of
intention to
appoint.

Companies and Allied Matters Act, 2020 2020 No. 3 A 257
465.—(1) An appointment shall not be made under section 459 of this
Act unless the person who makes the appointment has complied with any
requirement of sections 462 and 463 of this Act—
(a) the period of notice specified in section 463 (1) of this Act has
expired ; or
(b) each person to whom notice has been given under section 463 (1) of
this Act has consented in writing to the making of the appointment.
(2) An appointment shall not be made under section 460 after the period
of 10 working days beginning with the date on which the notice of intention to
appoint is filed under section 463 (1) of this Act.
466.—(1) A person who appoints an administrator of a company under
section 459 of this Act shall file with the Court—
(a) a notice of appointment ; and
(b) such other documents as may be prescribed.
(2) The notice of appointment shall include a statutory declaration by or
on behalf of the person who makes the appointment that—
(a) the person is entitled to make an appointment under section 459 of
this Act ;
(b) the appointment is in accordance with this Part ; and
(c) so far as the person making the statement is able to ascertain, the
statements made and information given in the statutory declaration filed
with the notice of intention to appoint remain accurate.
(3) The notice of appointment shall identify the administrator and be
accompanied by a statement by the administrator—
(a) that he consents to the appointment ;
(b) that in his opinion the purpose of administration is likely to be
achieved ; and
(c) giving such other information and opinions as may be prescribed.
(4) For the purpose of a statement under subsection (3), an administrator
may rely on information supplied by directors of the company unless he has
reason to doubt its accuracy.
(5) The notice of appointment and any document accompanying it shall
be in the prescribed form.
(6) A statutory declaration under subsection (2) shall be made during the
prescribed period.

Requirements
of sections
463 and 464
to be
complied
with.

Filing of
notice of
appointment.

A 258 2020 No. 3 Companies and Allied Matters Act, 2020

  1. A person commits an offence if, in a statutory declaration under
    section 464 (2), he makes a statement which—
    (a) is false ; or
    (b) he does not reasonably believe to be true.
  2. Where a person is not entitled to notice of intention to appoint
    under section 455 (1), and section 457 of this Act, shall not apply—
    (a) the statutory declaration accompanying the notice of appointment
    shall include the statements and information required under section 464 (2)
    of this Act ; and
    (b) section 464 (2) (c) of this Act shall also not apply.
  3. The appointment of an administrator under section 459 of this Act
    takes effect when the requirements of section 464 of this Act are satisfied.
  4. A person who appoints an administrator under section 459 of this Act—
    (a) shall notify the administrator and such other persons as may be
    prescribed as soon as is reasonably practicable after the requirements of
    section 464 are satisfied ; and
    (b) commits an offence if he fails, without reasonable excuse, to comply
    with paragraph (a).
  5. Where, before the requirements of section 464 of this Act are
    satisfied, the company enters administration by virtue of an administration
    order or an appointment under section 450 of this Act—
    (a) the appointment under section 459 of this Act shall not take effect ; and
    (b) section 467 of this Act shall not apply.
    ADMINISTRATION APPLICATION—SPECIAL CASES
    472.—(1) This section applies where an administration application in
    respect of a company—
    (a) is made by the holder of a floating charge in respect of the company’s
    property ; and
    (b) includes a statement that the application is made in reliance on this
    section.
    (2) The Court may make an administration order—
    (a) whether or not satisfied that the company is or is likely to become
    unable to pay its debts ; and
    (b) only if satisfied that the applicant could appoint an administrator
    under section 450 of this Act.

Offence in
relation to
section 464.

Where
person not
entitled to
notice of
intention to
appoint.

Commence-
ment of

appointment
under
section 459.
Notification
of
administrator
of his
appointment.

Effect of
administration
order on
appointment.

Application
by holder of
floating
charge.

Companies and Allied Matters Act, 2020 2020 No. 3 A 259
473.—(1) This section applies where—
(a) an administration application in respect of a company is made by a
person who is not the holder of a floating charge in respect of the company’s
property ; and
(b) the holder of a floating charge in respect of the company’s property
applies to the Court to have a specified person appointed as administrator
and not the person specified by the administration applicant.
(2) The Court shall grant an application under subsection (1) (b) unless
the Court deems it right to refuse the application because of the particular
circumstances of the case.
474.—(1) This section applies where the holder of a floating charge in
respect of a company’s property could appoint an administrator under section
452 of this Act but for section 452 (3) (b) of this Act.
(2) The holder of the floating charge may make an administration
application.
(3) If the Court makes an administration order on hearing an application
made by virtue of subsection (2), the Court—
(a) shall discharge the winding-up order ;
(b) shall make provision for such matters as may be prescribed ;
(c) may make other consequential provision ; and
(d) shall specify which of the powers under this Chapter and Eleventh
Schedule are to be exercisable by the administrator.
(4) This Part shall have effect with such modifications as the Court may
direct.
475.—(1) The liquidator of a company may make an administration
application.
(2) If the Court makes an administration order on hearing an application
made by virtue of subsection (1), the Court—
(a) shall discharge any winding-up order in respect of the company ;
(b) shall make provision for such matters as may be prescribed ;
(c) may make other consequential provision ; and
(d) shall specify which of the powers under this Chapter and Tenth
Schedule are to be exercisable by the administrator.
(3) This Chapter shall have effect with such modifications as the Court
may direct.

Intervention
by holder of
floating
charge.

Application
where
company in
liquidation.

Eleventh
Schedule.

Administration
application
by
liquidator.

Tenth
Schedule.

A 260 2020 No. 3 Companies and Allied Matters Act, 2020
476.—(1) Where there is a receiver of a company based on appointment
by a holder of a fixed charge, the Court shall dismiss an administration
application in respect of the company unless—
(a) the person by or on behalf of whom the receiver was appointed
consents to the making of the administration order ;
(b) the Court considers that the security by virtue of which the receiver
was appointed would be liable to be released or discharged under section
232 or 233 of this Act if an administration order were made ; or
(c) the Court considers that the security by virtue of which the receiver
was appointed would be challengeable under section 558 or 559 of this Act.
(2) Subsection (1) applies whether or not the receiver is appointed before
the making of the administration application.
EFFECT OF ADMINISTRATION

  1. (1) A petition for the winding-up of a company shall be—
    (a) dismissed on the making of an administration order in respect of the
    company ; and
    (b) suspended while the company is in administration following an
    appointment under section 475 of this Act.
    (2) The provision of subsection (1)(b) does not apply to a petition
    presented under grounds of public interest as may be prescribed from time to
    time by the Chief Judge or under an enactment.
    (3) Except with the leave of the Court, subsection (1) (a) and (b) does
    not apply to a petition presented under special banking provisions of the Banks
    and Other Financial Institutions Act, Nigerian Deposit Insurance Corporation
    Act or any law or rule by a financial services and markets regulator.
    478.—(1) When an administration order takes effect in respect of a
    company, a receiver of the company appointed by a holder of a floating charge
    or by the Court shall vacate office.
    (2) Without prejudice to priority rules under this Act, where a company
    is in administration, any receiver of part of the company’s property appointed
    by a secured creditor shall vacate office if the administrator requires him to.
    (3) Where a receiver vacates office under this section—
    (a) his remuneration shall be charged on and paid out of any property of
    the company which was in his custody or under his control immediately
    before he vacated office ; and
    (b) he need not take any further steps under section 561 or 562.

Effect of
receivership
based on
appointment
by a holder
of a fixed
charge.

Dismissal of
pending
winding-up
petition.

Cap. B3,
LFN, 2004.
Cap. N102,
LFN, 2004.
Vacation of
office by
receiver.

Companies and Allied Matters Act, 2020 2020 No. 3 A 261
(4) In the application of subsection (3) (a)—
(a) “remuneration” includes expenses properly incurred and any indemnity
to which the receiver is entitled out of the assets of the company ;
(b) the charge imposed takes priority over security held by the person by
whom or on whose behalf the receiver was appointed ; and
(c) the provision for payment is subject to section 558.
479.—(1) This section applies to a company in administration.
(2) Where a company is in administration, no—
(a) resolution shall be passed for the winding-up of the company ; and
(b) order shall be made for the winding-up of the company.
(3) Subsection (2) (b) does not apply to an order made on a petition
presented under—
(a) grounds of public interest as may be prescribed from time to time by
the Chief Judge or under any enactment ; or
(b) special banking and financial provisions of the Banks and Other
Financial Institutions Act, the Nigerian Deposit Insurance Corporation Act,
or any other financial services and markets related Acts.
(4) If a petition presented under a provision referred to in subsection (3)
comes to the attention of the administrator, he shall apply to the Court for
directions under section 500.
480.—(1) This section applies to a company in administration.
(2) Where a company is in administration, no step shall be taken to—
(a) enforce security over the company’s property except with—
(i) the consent of the administrator, or
(ii) the permission of the Court ; or
(b) repossess goods in the company’s possession under a hire purchase
agreement except with the—
(i) consent of the administrator, or
(ii) permission of the Court.

(3) A landlord shall not exercise a right of forfeiture by peaceable re-
entry in relation to premises let to the company except with the—

(a) consent of the administrator ; or
(b) permission of the Court.

Company in
administration.

Cap. B3,
LFN, 2004.
Cap. N102,
LFN, 2004.

Moratorium
on other
legal
process.

A 262 2020 No. 3 Companies and Allied Matters Act, 2020
(4) No legal process, including legal proceedings, execution, distress and
diligence shall be instituted or continued against the company or property of
the company except with the—
(a) consent of the administrator ; or
(b) permission of the Court.
(5) Where the Court gives permission for a transaction under this section,
it may impose a condition on or a requirement in connection with the transaction.
(6) In this section, “landlord” includes a person to whom rent is payable.
481.—(1) This section applies where an administration application in
respect of a company has been made and the application has—
(a) not yet been granted or dismissed ; or
(b) been granted but the administration order has not yet taken effect.
(2) This section also applies when a copy of a notice in the prescribed
form, of intention to appoint an administrator under section 464 of this Act is
filed with the Court, until—
(a) the appointment of the administrator takes effect ; or
(b) the period of three business days beginning with the date of filing
expires without an administrator having been appointed.
(3) This section also applies when a copy, in the prescribed form, of
notice of intention to appoint an administrator is filed with the court under
section 464 (1) of this Act, until—
(a) the appointment of the administrator takes effect ; or
(b) the period specified in subsection (2) expires without an administrator
having been appointed.
(4) The provisions of sections 475 and 476 of this Act shall apply, without
regard to any reference to the consent of the administrator.
(5) If there is a receiver of the company appointed by the holder of a
floating charge when the administration application is made, the provisions
of section 480 and this section shall not apply until the person by or on
behalf of whom the receiver was appointed consents to the making of the
administration order.
(6) This section does not prevent or require the permission of the Court
for the—
(a) presentation of a petition for the winding-up of the company under
section 451 of this Act ;
(b) appointment of an Administrator under section 452 of this Act ;

Where
administration
application
or
administration
order not
yet granted.

Companies and Allied Matters Act, 2020 2020 No. 3 A 263
(c) appointment of a receiver of the company by the holder of a floating
charge ; or
(d) performing by such a receiver, whenever appointed, of his functions.
482.—(1) If a company is in administration, every business document
issued by or on behalf of the company or the administrator, and all the
company’s websites, shall state—
(a) the name of the administrator ; and
(b) that the affairs, business and property of the company are being
managed by the administrator.
(2) An administrator, officer of the company or the company who, without
reasonable excuse, authorises or permits a contravention of subsection (1),
commits an offence.
(3) In subsection (1), “business document” includes—
(a) an invoice ;
(b) an order for goods or services ;
(c) a business letter ; and
(d) an order form, whether in hard copy, electronic or any other form.

PROCESS OF ADMINISTRATION

483.—(1) This section applies where a person becomes the administrator
of a company.
(2) The administrator shall not later than 14 days—
(a) send a notice of his appointment to the company ;
(b) publish a notice of his appointment in the prescribed manner ;
(c) obtain a list of the company’s creditors ; and
(d) send a notice of his appointment to each creditor whose claim and
address he is aware of.
(3) The administrator shall send a notice of his appointment to the
Commission, publicising the notice before the end of 14 working days beginning
with the date specified in subsection (5).
(4) The administrator shall send a notice of his appointment to such
persons as may be prescribed before the end of the prescribed period beginning
with the date specified in subsection (5).
(5) The date, for the purpose of subsections (3) and (4) is, in the case of
an administrator appointed—
(a) by administration order, the date of the order ;

Details to be
stated on
documents.

Announce-
ment of

administrator’s
appointment.

A 264 2020 No. 3 Companies and Allied Matters Act, 2020
(b) under section 452 of this Act, the date on which he receives notice
under section 453 and 455 of this Act ; and
(c) under section 458 of this Act, the date on which he receives notice
under section 463 and 465 of this Act.
(6) The Court may direct that subsection (2) (d) or (4)—
(a) shall not apply ; or
(b) shall apply with the substitution of a different period.
(7) A notice under this section shall—
(a) contain the prescribed information ; and
(b) be in the prescribed form.
(8) An administrator commits an offence if he fails, without reasonable
excuse, to comply with a requirement of this section.
484.—(1) As soon as is reasonably practicable after appointment, the
administrator of a company shall, by notice in the prescribed form, require one
or more relevant persons to provide the administrator with a statement of the
affairs of the company.
(2) The statement shall—
(a) be verified by a statement on oath ;
(b) be in the prescribed form ;
(c) give particulars of the company’s property, debts and liabilities ;
(d) give the names and addresses of the company’s creditors ;
(e) specify the security held by each creditor ;
(f ) give the date on which each security was granted ; and
(g) contain such other information as may be prescribed.
(3) In subsection (1), “relevant person” means a person—
(a) who is or has been an officer of the company ;
(b) who took part in the formation of the company during the period of one
year ending with the date on which the company enters administration ;
(c) employed by the company during that period ; and
(d) who is or has, during the period of one year ending with the date on
which the company enters administration, been an officer or employee of a
company.
(4) For the purpose of subsection (3), a reference to employment is a
reference to employment through a contract of employment or a contract for
services.

Administrator
to be
provided
with
statement of
affairs of
company.

Companies and Allied Matters Act, 2020 2020 No. 3 A 265
(5) A person commits an offence if he fails, without reasonable excuse,
to comply with a requirement of this section.
485.—(1) A person required to submit a statement of affairs shall do so
before the end of 11 working days beginning with the day on which he receives
notice of the requirement.
(2) The administrator may—
(a) revoke a requirement under section 484 (2) of this Act ; or
(b) extend the period specified in subsection (1), before or after expiration
of the period.
(3) If the administrator refuses a request to act under subsection (2) (b)—
(a) the person whose request is refused may apply to the Court ; and
(b) the Court may take action as specified in subsection (2).
486.—(1) The administrator of a company shall make a statement setting
out proposals for achieving the purpose of the administration.
(2) A statement under subsection (1) shall, in particular—
(a) deal with such matters as may be prescribed ; and
(b) where applicable, explain why the administrator thinks that the
objective mentioned in section 444 (1) (a) or (b) of this Act cannot be
achieved.
(3) Proposals under this section may include—
(a) a proposal for a voluntary arrangement under Chapter 17 of this Act,
but this section is without prejudice to section 435 of this Act ; and
(b) a proposal for a scheme of arrangement and compromise or
reconstruction to be sanctioned under relevant Parts of this Act.
(4) The administrator shall send a copy of the statement of his
proposals to—
(a) the Commission ;
(b) every creditor of the company of whose claim and address he is
aware ; and
(c) every member of the company of whose address he is aware.
(5) The administrator shall comply with subsection (4) before the end of
30 days beginning with the day on which the company enters administration.
(6) The administrator is deemed to comply with subsection (4) (c) if he
publishes in the prescribed manner, a notice undertaking to provide a copy of
the statement of proposals free of charge to any member of the company who
applies in writing to a specified address.

Period
within
which to
submit
statement
of affairs.

Administrator’s
proposals.

A 266 2020 No. 3 Companies and Allied Matters Act, 2020
(7) An administrator commits an offence if he fails, without reasonable
excuse, to comply with subsection (5).
(8) A period specified in this section may be varied in accordance with
section 546 of this Act.
487.—(1) Subject to this Part, the administrator shall summon a meeting
of the creditors of the company to be known as “creditors’ meeting”—
(a) in the prescribed manner ; and
(b) giving the prescribed period of notice to every creditor of the company
of whose claim and address he is aware.
(2) A period prescribed under subsection (1) (b) may be varied in
accordance with section 546 of this Act.
(3) A creditors’ meeting shall be conducted in accordance with the
prescribed rules.
488.—(1) Each copy of an administrator’s statement of proposals sent
to a creditor under section 486 (4) (b) of this Act shall be accompanied by an
invitation to creditors’ meeting (an “initial creditors’ meeting”).
(2) The date set for an initial creditors’ meeting is 42 days beginning with
the date on which the company enters administration.
(3) An administrator shall present a copy of his statement of proposals
to an initial creditors’ meeting.
(4) A period specified in this section may be varied in accordance with
section 546.
(5) An administrator commits an offence if he fails, without reasonable
excuse, to comply with a requirement of this section.
489.—(1) Section 487 (1) of this Act does not apply where the statement
of proposals states that the administrator thinks that—
(a) the company has sufficient property to enable each creditor of the
company to be paid in full ;
(b) the company has insufficient property to enable a distribution to be
made to unsecured creditors other than by virtue of the provisions of this
Act; or
(c) neither of the objectives specified in section 444 (1) (a) and (b) of
this Act shall be achieved.
(2) The Administrator shall summon an initial creditors’ meeting if it is
requested—
(a) by creditors of the company whose debts amount to at least 10% of
the total debts of the company ;

Creditors’
meeting.

Requirement
for initial
creditors’
meeting.

Restrictions
on
summoning
of initial
creditors’
meeting.

Companies and Allied Matters Act, 2020 2020 No. 3 A 267
(b) in the prescribed manner ; and
(c) within the prescribed period.
(3) A meeting requested under subsection (2), shall be summoned for a
date within the prescribed period.
(4) The period prescribed under subsection (3), may be varied in
accordance with section 545 of this Act.
490.—(1) An initial creditors’ meeting to which an administrator’s
proposals are presented shall consider them and may approve them—
(a) without modification ; or
(b) with modification to which the administrator consents.
(2) After the conclusion of an initial creditors’ meeting the administrator
shall, as soon as is reasonably practicable, report any decision taken to—
(a) the Court ;
(b) the Commission ; and
(c) such other persons as may be prescribed by the Minister.
(3) An administrator commits an offence if he fails, without reasonable
excuse, to comply with subsection (2).
491.—(1) This section applies where—
(a) an administrator’s proposals have been approved with or without
modification at an initial creditors’ meeting ;
(b) the administrator proposes a revision to the proposals ; and
(c) the administrator thinks that the proposed revision is substantial.
(2) The administrator shall—
(a) summon a creditors’ meeting ;
(b) send a statement in the prescribed form of the proposed revision
with the notice of the meeting sent to each creditor ;
(c) send a copy of the statement, within the prescribed period, to each
member of the company of whose address he is aware ; and
(d) present a copy of the statement to the meeting.
(3) The administrator is deemed to have complied with subsection
(2) (c) if he publishes a notice undertaking to provide a copy of the statement
free of charge to any member of the company who applies in writing to a
specified address.
(4) A notice under subsection (3) shall be published—
(a) in the prescribed manner ; and

Business
and result
of initial
creditors’
meeting.

Revision of
administrator’s
proposal.

A 268 2020 No. 3 Companies and Allied Matters Act, 2020

(b) within the prescribed period.
(5) A creditors’ meeting to which a proposed revision is presented shall
consider it and may approve it—
(a) without modification ; or
(b) with modification to which the administrator consents.
(6) After the conclusion of a creditors’ meeting, the administrator shall,
as soon as is reasonably practicable, report any decision taken to—
(a) the Court ;
(b) the Commission ; and
(c) such other persons as may be prescribed by the Minister.
(7) An administrator commits an offence if he fails, without reasonable
excuse, to comply with subsection (6).
492.—(1) This section applies where an administrator reports to the
Court that—
(a) an initial creditors’ meeting has failed to approve the administrator’s
proposals presented to it ; or
(b) a creditors’ meeting has failed to approve a revision of the
administrator’s proposals presented to it.
(2) The Court may—
(a) provide that the appointment of an administrator shall cease to have
effect from a specified time ;
(b) adjourn the hearing conditionally or unconditionally ;
(c) make an interim order ;
(d) make an order on a petition for winding-up suspended by virtue of
section 462 (b) of this Act; or
(e) make any other order, including an order making consequential
provision, that the Court deems appropriate.
493.—(1) The administrator shall summon further creditors’ meeting if—
(a) it is requested in the prescribed manner by creditors of the company
whose debts amount to at least 10% of the total debts of the company ; or
(b) he is directed by the Court to summon a creditors’ meeting.
(2) An administrator commits an offence if he fails, without reasonable
excuse, to summon a creditors’ meeting as required by this section.

Failure to
obtain
approval of
administrator’s
proposals.

Further
creditors’
meetings.

Companies and Allied Matters Act, 2020 2020 No. 3 A 269
494.—(1) A creditors’ meeting may establish a Creditors’ Committee.
(2) A Creditors’ Committee shall perform functions conferred on it under
this Act.
(3) A Creditors’ Committee may require the administrator to—
(a) attend on the Committee at any reasonable time of which he is given
at least seven days’ notice ; and
(b) provide the Committee with information about the exercise of his
functions.
495.—(1) Anything which is required or permitted by or under this
Chapter to be done at a creditors’ meeting may be done by correspondence
between the administrator and creditors—
(a) in accordance with the prescribed rules ; and
(b) subject to any prescribed condition.
(2) A reference in this Chapter to anything done at a creditors’ meeting
includes a reference to anything done in the course of correspondence in
accordance with subsection (1).
(3) A requirement to hold a creditors’ meeting is satisfied by
correspondence in accordance with this section.
FUNCTIONS OF ADMINISTRATOR

496.—(1) The administrator of a company may do anything necessary
or expedient for the management of the affairs, business and property of the
company.
(2) Any provision of this Chapter which expressly permits the
administrator to do a specified thing is without prejudice to subsection (1).
(3) A person who deals with the administrator of a company in good
faith and for value need not inquire whether the administrator is acting within
his powers.

  1. The Administrator of a company shall exercise the additional powers
    specified in Eleventh Schedule to this Act.
  2. The administrator of a company may remove or appoint a director
    of the company, whether or not the appointment is to fill a vacancy.

Creditors’
Committee.

Correspon-
dence

instead of
creditors’
meeting.

General
powers.

Additional
powers of
administrator.
Eleventh
Schedule.
Power to
remove or
appoint
director.

A 270 2020 No. 3 Companies and Allied Matters Act, 2020

  1. The administrator of a company may call a meeting of members or
    creditors of the company.
  2. The administrator of a company may apply to the Court for directions
    in connection with his functions.
    501.—(1) A company in administration or an officer of a company in
    administration shall not exercise a management power without the consent of
    the administrator.
    (2) For the purpose of subsection (1)—
    (a) “management power” means a power which could be exercised so
    as to interfere with the exercise of the administrator’s powers ;
    (b) it is immaterial whether the power is conferred by an enactment or
    an instrument ; and
    (c) consent may be general or specific.
    502.—(1) The administrator of a company may make a distribution to a
    creditor of the company.
    (2) Section 643 applies in relation to a distribution under this section as
    it applies in relation to a winding-up.
    (3) A payment shall not be made by way of distribution under this section
    to a creditor of the company who is neither secured nor preferential unless
    the Court gives permission.
  3. The administrator may make a payment other than in accordance
    with section 497 or paragraph 13 of the Eleventh Schedule to this Act if he
    thinks it likely to assist achievement of the purpose of administration.
  4. The administrator of a company shall, on his appointment take
    custody or control of all the property to which he thinks the company is entitled.
    505.—(1) Subject to subsection (2), the administrator of a company
    shall manage its affairs, business and property in accordance with any—
    (a) proposal approved under section 491 ;
    (b) revision of those proposals which is made by him and which he does
    not consider substantial ; and
    (c) revision of those proposals approved under section 489.

Power to
call meetings
of members
and
creditors.
Application
for direction
of Court.
Management
power not
to be
exercised
without
consent of
administrator.

Distribution.

Payments
likely to
achieve
purpose of
administration.
Eleventh
Schedule.
Custody and
control of
property.
Management
of affairs of
company.

Companies and Allied Matters Act, 2020 2020 No. 3 A 271
(2) If the Court gives directions to the administrator of a company in
connection with any aspect of his management of the company’s affairs,
business or property, the administrator shall comply with the directions.
(3) The Court may give directions under subsection (2) only if—
(a) no proposal has been approved under section 492 of this Act ;
(b) the directions are consistent with any proposal or revision approved
under section 486 or 491 of this Act ;
(c) the Court considers that the directions are required in order to reflect
a change in circumstances since the approval of proposals or a revision
under section 486 or 491 of this Act ; or
(d) the Court considers that the directions are desirable because of a
misunderstanding about proposals or a revision approved under section 486
or 491 of this Act.

  1. In performing his functions under this Part, the administrator of a
    company acts as its agent.
    507.—(1) The administrator of a company may dispose of or take action
    relating to property which is subject to a floating charge as if it were not
    subject to the charge.
    (2) Where property is disposed of in accordance with subsection (1), the
    holder of the floating charge shall have the same priority in respect of acquired
    property as he had in respect of the property disposed of.
    (3) In subsection (2), “acquired property” means property of the company
    which directly or indirectly represents the property disposed of.
    508.—(1) The Court may by order enable the administrator of a company
    to dispose of property which is subject to a security other than a floating
    charge as if it were not subject to the security.
    (2) An order under subsection (1) may be made only—
    (a) on the application of the administrator ; and
    (b) where the Court considers that disposal of the property would likely
    promote the purpose of administration in respect of the company.
    (3) An order under this section is subject to the condition that there shall
    be applied towards discharging the sums secured by the security—
    (a) the net proceeds of disposal of the property ; and
    (b) any additional money required to be added to the net proceeds so as
    to produce the amount determined by the Court as the net amount which
    would be realised on a sale of the property at market value.

Administrator
as agent of
company.
Charged
property:
floating
charge.

Charged
property :
non-floating
charge.

A 272 2020 No. 3 Companies and Allied Matters Act, 2020
(4) If an order under this section relates to more than one security,
application of money under subsection (3) shall be in the order of the priorities
of the securities.
(5) An administrator who makes a successful application for an order
under this section shall send a copy of the order to the Commission before the
end of 14 days starting with the date of the order.
(6) An administrator commits an offence if he fails, without reasonable
excuse, to comply with subsection (5).
509.—(1) The Court may by order enable the administrator of a company

to dispose of goods which are in the possession of the company under a hire-
purchase agreement as if all the rights of the owner under the agreement

were vested in the company.
(2) An order under subsection (1) may be made only—
(a) on the application of the administrator ; and
(b) where the Court considers that disposal of the goods would be likely
to promote the purpose of administration in respect of the company.
(3) An order under this section is subject to the condition that there shall
be applied towards discharging the sums payable under the hire-purchase
agreement—
(a) the net proceeds of disposal of the goods ; and
(b) any additional money required to be added to the net proceeds so as
to produce the amount determined by the Court as the net amount which
would be realized on a sale of the goods at market value.
(4) An administrator who makes a successful application for an order
under this section shall send a copy of the order to the Commission before the
end of 14 days starting with the date of the order.
(5) An administrator commits an offence if he fails, without reasonable
excuse, to comply with subsection (4).
510.—(1) An administrator’s statement of proposals under section 486
of this Act does not include any action which—
(a) affects the right of a secured creditor of the company to enforce his
security ;
(b) would result in a preferential debt of the company being paid otherwise
than in priority to its non-preferential debts ; or
(c) would result in one preferential creditor of the company being paid a
smaller proportion of his debt than another.

Hire-
purchase

property.

Protection
for secured
or
preferential
creditor.

Companies and Allied Matters Act, 2020 2020 No. 3 A 273
(2) Subsection (1) does not apply to—
(a) action to which the relevant creditor consents ;
(b) a proposal for a voluntary arrangement under this Part, but without
prejudice to section 714 of this Act ;
(c) a proposal for a scheme of arrangement and compromise or
reconstruction to be sanctioned under relevant Parts of the Act ; or
(d) a proposal for a cross-border merger within the meaning of relevant
legislation, including but not limited to the Investments and Securities Act.
(3) The reference to a statement of proposals in subsection (1) includes
a reference to a statement as revised or modified.
511.—(1) A creditor or member of a company in administration may
apply to the Court claiming that the administrator—
(a) is acting or has acted so unfairly as to harm the interests of the
applicant, whether alone or in common with some or all other members or
creditors ; or
(b) proposes to act in a way which would unfairly harm the interests of
the applicant, whether alone or in common with some or all other members
or creditors.
(2) A creditor or member of a company in administration may apply to
the Court claiming that the administrator is not performing his functions as
quickly or as efficiently as is reasonably practicable.
(3) The Court may—
(a) grant a relief ;
(b) dismiss the application ;
(c) adjourn the hearing conditionally or unconditionally ;
(d) make an interim order ; or
(e) make any other order it considers appropriate.
(4) In particular, an order under this section may—
(a) regulate the administrator’s exercise of his functions ;
(b) require the administrator to do or not do a specified thing ;
(c) require a creditors’ meeting to be held for a specified purpose ;
(d) provide for the appointment of an administrator to cease to have
effect ; or
(e) make consequential provision.

Cap. I24,
LFN, 2004.

Challenge to
administrator’s
conduct of
company.

A 274 2020 No. 3 Companies and Allied Matters Act, 2020
(5) An order may be made on a claim under subsection (1) whether or
not the action complained of—
(a) is within the administrator’s powers under Tenth Schedule to this
Act ; or
(b) was taken in reliance on an order under section 505 or 506 of this Act.
(6) An order shall not be made under this section if it would impede or
prevent the implementation of —
(a) a voluntary arrangement approved under Chapter 17 of Part B ;
(b) a proposal for a scheme of arrangement and compromise or
reconstruction to be sanctioned under relevant Parts of this Act ;
(c) a proposal for a cross-border merger within the meaning of relevant
legislation, including but not limited to the Investments and Securities Act ; or
(d) proposals or a revision approved under section 491 or 492 of this Act
more than 28 days before the day on which the application for the order
under this section is made.
512.—(1) The Court may examine the conduct of a person who—
(a) is, or purports to be, the administrator of a company ; or
(b) has been, or has purported to be, the administrator of a company.
(2) An examination under this section may be held only on the
application of—
(a) the official receiver ;
(b) the administrator of the company ;
(c) the liquidator of the company ;
(d) a creditor of the company ; or
(e) a contributory of the company.
(3) An application under subsection (2) shall allege that the
administrator has—
(a) misapplied or retained money or other property of the company ;
(b) become accountable for money or other property of the company ;
(c) breached a fiduciary or other duty in relation to the company ; or
(d) been guilty of misfeasance.
(4) On an examination under this section into a person’s conduct, the
Court may order him to—
(a) repay, restore or account for money or property ;
(b) pay interest ; or

Tenth
Schedule.

Cap. I24,
LFN, 2004.

Misfeasance.

Companies and Allied Matters Act, 2020 2020 No. 3 A 275
(c) contribute a sum to the company’s property by way of compensation
for breach of duty or misfeasance.
(5) An application under subsection (2) may be made in respect of an
administrator who has been discharged under section 523 of this Act only with
the permission of the Court.
(6) In subsection (3), “administrator” includes a person who purports or
has purported to be an administrator of a company.
CESSATION OF ADMINISTRATION

513.—(1) Subject to subsection (2) the appointment of an administrator
shall cease to have effect at the end of the period of one year beginning with
the date on which it takes effect.
(2) The term of office of an administrator may be extended for—
(a) a specified period, by an order of the Court on the application of the
administrator ; or
(b) a period not exceeding six months, by consent.
514.—(1) An order of the Court under section 513 of this Act—
(a) may be made in respect of an administrator whose term of office
has already been extended by order or by consent ; and
(b) shall not be made after the expiry of the administrator’s term of
office.
(2) Where an order is made under section 513 of this Act, the
administrator shall, as soon as is reasonably practicable, notify the Commission
of the order.
(3) An administrator who fails, without reasonable excuse, to comply
with subsection (2) commits an offence.
515.—(1) In section 513 (2) (b) of this Act, “consent” means consent
of—
(a) each secured creditor of the company ; and
(b) if the company has unsecured debts, creditors whose debts amount
to more than 50% of the company’s unsecured debts, without regard to the
debts of any creditor who does not respond to an invitation to give or withhold
consent.
(2) Where the Administrator has made a statement under section 486 of
this Act, “consent”, in section 513 (2) (b) of this Act, means—
(a) consent of each secured creditor of the company ; or

Automatic
cessation of
administration.

When to
make order
under
section 513
of this Act.

Meaning of
consent for
purposes of
section 513
(2) (b) of
this Act.

A 276 2020 No. 3 Companies and Allied Matters Act, 2020
(b) if the administrator thinks that a distribution may be made to
preferential creditors, consent of—
(i) each secured creditor of the company, and
(ii) preferential creditors whose debts amount to more than 50% of
the preferential debts of the company, without regard to the debts of any
creditor who does not respond to an invitation to give or withhold consent.
516.—(1) Consent, for the purposes of section 513 (2) (b) of this Act,
may be—
(a) written ; or
(b) signified at a creditors’ meeting.
(2) An administrator’s term of office may be extended by consent only
once, provided that it shall not be extended by consent after—
(a) expiry ; and
(b) extension by order of the Court.
(3) Where an administrator’s term of office is extended by consent, he
shall, as soon as is reasonably practicable—
(a) file notice of the extension with the Court ; and
(b) notify the Commission.
(4) An administrator who fails, without reasonable excuse, to comply
with subsection (3) commits an offence.
517.—(1) On the application of the administrator of a company, the
Court may provide for the appointment of an administrator of the company to
cease to have effect from a specified time.
(2) The administrator of a company shall make an application under this
section if—
(a) he thinks the purpose of administration cannot be achieved in relation
to the company ;
(b) he thinks the company should not have entered administration ; or
(c) a creditors’ meeting requires him to make an application under this
section.
(3) The administrator of a company shall make an application under this
section if the—
(a) administration is pursuant to an administration order ; and
(b) administrator thinks that the purpose of administration has been
sufficiently achieved in relation to the company.

Form and
extent of
consent.

Cessation of
administration
by Court on
application
of
administrator.

Companies and Allied Matters Act, 2020 2020 No. 3 A 277
(4) On an application under this section the Court may—
(a) adjourn the hearing conditionally or unconditionally ;
(b) dismiss the application ;
(c) make an interim order ; or
(d) make any order it considers appropriate, whether in addition to, in
consequence of or in place of the order applied for.
518.—(1) This section applies where an administrator of a company is
appointed under section 443 or 448 of this Act.
(2) If the Administrator thinks that the purpose of administration has
been sufficiently achieved in relation to the company he may file a notice in
the prescribed form with the—
(a) Court ; and
(b) Commission.
(3) The administrator’s appointment ceases to have effect when the
requirements of subsection (2) are satisfied.
(4) Where the administrator files a notice, he shall, within the prescribed
period, send a copy to every creditor of the company of whose claim and
address he is aware.
(5) The prescribed rules may provide that the administrator is taken to
have complied with subsection (4) if, before the end of the prescribed period,
he publishes, in the prescribed manner, a notice undertaking to provide a copy
of the notice under subsection (2) to any creditor of the company who applies
in writing to a specified address.
(6) An administrator who fails, without reasonable excuse, to comply
with subsection (4) commits an offence.
519.—(1) On the application of a creditor of a company, the Court may
provide for the appointment of an administrator of the company to cease to
have effect at a specified time.
(2) An application under this section shall allege an improper motive—
(a) in the case of an administrator appointed by administration order, on
the part of the applicant for the order ; or
(b) in any other case, on the part of the person who appointed the
administrator.
(3) On an application under this section, the Court may—
(a) adjourn the hearing conditionally or unconditionally ;

Termination
of
administration
where
objective is
achieved.

Cessation of
administration
by Court on
application
of creditors.

A 278 2020 No. 3 Companies and Allied Matters Act, 2020

(b) dismiss the application ;
(c) make an interim order ; or
(d) make any order it considers appropriate, whether in addition to, in
consequence of or instead of the order applied for.
520.—(1) This section applies where a winding-up order is made for
the winding-up of a company in administration on a petition presented under—
(a) grounds of public interest as may be prescribed by the Chief Judge
or under an enactment ; or
(b) the Banks and Other Financial Institutions Act, Nigeria Deposit
Insurance Corporation Act or any other financial services and markets
related Act.
(2) This section also applies where a provisional liquidator of a company
in administration is appointed following the presentation of a petition under
any of the provisions in subsection (1).
(3) The Court shall order that the appointment of the administrator ceases
to have effect or continue to have effect.
(4) Where the Court makes an order under subsection (3) (b) of this
section it may also—
(a) specify which of the powers under the Tenth Schedule to this Act
are to be exercisable by the administrator ; and
(b) order that this Part shall have effect in relation to the administrator
with specified modifications.
521.—(1) This section applies where the administrator of a company
thinks that—
(a) the total amount which each secured creditor of the company is
likely to receive has been paid to him or set aside for him ; and
(b) a distribution is made to unsecured creditors of the company, if there
are any.
(2) The administrator may send to the Commission a notice that this
section applies.
(3) On receipt of a notice under subsection (2), the Commission shall
register the notice.
(4) After an administrator has sent a notice under subsection (2), he
shall, as soon as is reasonably practicable—
(a) file a copy of the notice with the Court ; and

Public
interest
winding-up.

Cap. B3,
LFN, 2004.
Cap. N102,
LFN, 2004.

Tenth
Schedule.

Moving
from
administration
to creditors’
voluntary
liquidation.

Companies and Allied Matters Act, 2020 2020 No. 3 A 279
(b) send a copy of the notice to each creditor of whose claim and address
he is aware.
(5) On the registration of a notice under subsection (3) the—
(a) appointment of an administrator in respect of the company ceases to
have effect ; and

(b) company shall be wound up as if a resolution for voluntary winding-
up under section 620 of this Act were passed on the day on which the

notice is registered.
(6) The liquidator, for the purposes of the winding-up, shall be—
(a) a person nominated by the creditors of the company in the prescribed
manner and within the prescribed period ; or
(b) the administrator, if no person is nominated under paragraph (a).
(7) In the application of this Chapter to a winding-up by virtue of this
section—
(a) section 520 of this Act shall not apply ;
(b) this section applies as if the reference to the time of the passing of
the resolution for voluntary winding-up were a reference to the beginning
of the date of registration of the notice under subsection (3) ;
(c) sections 523, 532, 533 and 534 shall not apply ;
(d) subsection (5) (b) shall apply as if the reference to the time of the
passing of the resolution for voluntary winding-up were a reference to the
beginning of the date of registration of the notice under subsection (3) ; and
(e) any creditors’ committee which is in existence immediately before
the company ceases to be in administration shall continue in existence after
that time as if appointed as a liquidation committee by the creditors at the
creditors’ meeting for the purpose of the winding-up.
522.—(1) If the administrator of a company thinks that the company
has no property which might permit distribution to its creditors, he shall send a
notice to that effect to the Commission.
(2) The Court may on the application of the administrator of a company,
discontinue the application of subsection (1) in respect of the company.
(3) On receipt of a notice under subsection (1) the Commission shall
register the notice.
(4) On the registration of a notice in respect of a company under subsection
(3) the appointment of an administrator of the company ceases to have effect.
Moving
from
administration
to
dissolution.

A 280 2020 No. 3 Companies and Allied Matters Act, 2020
(5) If an administrator sends a notice under subsection (1), he shall, as
soon as is reasonably practicable—
(a) file a copy of the notice with the Court ; and
(b) send a copy of the notice to each creditor of whose claim and address
he is aware.
(6) At the end of three months beginning with the date of registration of
a notice in respect of a company under subsection (3) the company is deemed
to be dissolved.
(7) On an application in respect of a company by the administrator or
another interested person, the Court may—
(a) extend the period specified in subsection (6) ;
(b) suspend that period ; or
(c) discontinue the application of subsection (6).
(8) Where an order is made under subsection (7) in respect of a company
the administrator shall, as soon as is reasonably practicable, notify the
Commission.
(9) An administrator commits an offence if he fails, without reasonable
excuse, to comply with subsection (5).
523.—(1) This section applies where—
(a) the Court makes an order under this Chapter providing for the
appointment of an administrator of a company to cease to have effect ; and
(b) the administrator was appointed by administration order.
(2) The Court shall discharge the administration order.
524.—(1) This section applies where the Court makes an order under
this Chapter providing for the appointment of an administrator to cease to
have effect.
(2) The administrator shall send a copy of the order to the Commission
within 14 days beginning with the date of the order.
(3) An administrator who fails, without reasonable excuse, to comply
with subsection (2) commits an offence.

REPLACEMENT OF ADMINISTRATOR

525.—(1) An administrator may resign only in prescribed circumstances.
(2) An administrator may resign only where he is appointed—
(a) by administration order, by notice in writing to the Court ;

Discharge of
administration
order on
cessation of
administration.

Notice to the
Commission
on cessation
of
administration.

Resignation
of
administrator.

Companies and Allied Matters Act, 2020 2020 No. 3 A 281
(b) under section 452 of this Act, by notice in writing to the holder of the
floating charge by virtue of which the appointment was made ;
(c) under section 459 (1) of this Act, by notice in writing to the
company ; or
(d) under section 459 (2) of this Act, by notice in writing to the directors
of the company.

  1. The Court may by order remove an administrator from office.

527.—(1) The administrator of a company shall vacate office if he ceases
to be qualified to act as an insolvency practitioner in relation to the company.
(2) Where an administrator vacates office by virtue of subsection (1) he
shall give notice in writing, in the case of an administrator appointed—
(a) by administration order, to the Court ;
(b) under section 452 of this Act, to the holder of the floating charge by
virtue of which the appointment was made ;
(c) under section 459 (1) of this Act, to the company ; or
(d) under section 459 (2) of this Act, to the directors of the company.
(3) An administrator who fails, without reasonable excuse, to comply
with subsection (2) commits an offence.

  1. Sections 529-535 of this Act shall apply where an administrator—
    (a) dies ;
    (b) resigns ;
    (c) is removed from office under section 524 of this Act ; or
    (d) vacates office under section 523 of this Act.
    529.—(1) Where the administrator was appointed by administration order,
    the Court may replace the administrator on an application under this subsection
    made by—
    (a) a Creditors’ Committee of the company ;
    (b) the company ;
    (c) the directors of the company ;
    (d) one or more creditors of the company ; or
    (e) where more than one person was appointed to act jointly or
    concurrently as the administrator or any of those persons who remains in
    office.

Removal of
administrator
from office.
Administrator
ceasing to be
qualified.

Supplying
vacancy in
office of
administrator.

Replacement
of
administrator
appointed
by Court
order.

A 282 2020 No. 3 Companies and Allied Matters Act, 2020
(2) An application may be made in reliance on subsection (1) (b-d) only
where—
(a) there is no Creditors’ Committee of the company ;
(b) the Court is satisfied that the Creditors’ Committee or a remaining
administrator is not taking reasonable steps to make a replacement ; or
(c) the Court is satisfied that for another reason it is right for the application
to be made.

  1. An administrator appointed under section 452 of this Act may be
    replaced by the holder of the floating charge by virtue of which the appointment
    was made.

531.—(1) An administrator appointed under section 459 (1) of this Act,
may be replaced by the company.
(2) A replacement under this section may be made only—
(a) with the consent of each person who is the holder of a floating
charge in respect of the company’s property ; or
(b) where consent is withheld, with the permission of the Court.
532.—(1) An administrator appointed under section 459 (2) of this Act,
may be replaced by the directors of the company.
(2) A replacement under this section may be made only—
(a) with the consent of each person who is the holder of a floating
charge in respect of the company’s property ; or
(b) where consent is withheld, with the permission of the Court.

  1. The Court may replace an administrator on the application of a
    person listed in section 529 (1) of this Act if the Court is satisfied that—
    (a) a person who is entitled to replace the administrator under
    sections 525-527 of this Act is not taking reasonable steps to make a
    replacement ; or
    (b) for any other reason which, in the opinion of the Court, it is proper to
    make the replacement.
    534.—(1) This section applies where an administrator of a company is
    appointed under section 452 of this Act by the holder of a floating charge in
    respect of the company’s property.
    (2) The holder of a prior floating charge in respect of the company’s
    property may apply to the court for the administrator to be replaced by an
    administrator nominated by the holder of the prior floating charge.

Replacement
of
administrator
appointed
by holder of
floating
charge.
Replacement
of
administrator
appointed
by company.

Replacement
of
administrator
appointed
by directors.

Replacement
of
administrator
appointed
by
administration
order.

Substitution
of
administrator
by a
competing
floating
charge-holder.

Companies and Allied Matters Act, 2020 2020 No. 3 A 283
(3) A floating charge is prior to another for the purposes of this section
if it —
(a) was first registered with the Commission or, in default of registration,
it was first created ; or
(b) is to be treated as having priority in accordance with an agreement
to which the holder of each floating charge was a party.

  1. (1) This section applies where—
    (a) an administrator of a company is appointed by a company or directors
    under section 459 of this Act ; and
    (b) there is no holder of a floating charge in respect of the company’s
    property.
    (2) A creditors’ meeting may replace the administrator.
    (3) A creditors’ meeting may act under subsection (2) only if the new
    administrator’s written consent to act is presented to the meeting before the
    replacement is made.
    536.—(1) Where a person ceases to be the administrator of a company
    because—
    (a) he vacates office by reason of resignation, death or otherwise ;
    (b) he is removed from office ; or
    (c) his appointment ceases to have effect, he is discharged from liability
    in respect of any of his actions as Administrator.
    (2) The discharge provided by subsection (1) takes effect in—
    (a) the case of an administrator who dies, on the filing with the court of
    notice of his death ;
    (b) the case of an administrator appointed under section 450 or 457 of
    this Act, at a time appointed by resolution of the creditors’ committee or, if
    there is no committee, by resolution of the creditors ; or
    (c) any other case, at a time specified by the Court.
    (3) For the purpose of the application of subsection (2) (b) in a case
    where the Administrator has made a statement under section 488 of this Act,
    a resolution is taken as passed if it is passed with the approval—
    (a) each secured creditor of the company ;
    (b) each secured creditor of the company ; and
    (c) preferential creditors whose debts amount to more than 50% of the
    preferential debts of the company, disregarding debts of any creditor who
    does not respond to an invitation to give or withhold approval, where the

Substitution
of
administrator
appointed
by company
or directors
by creditors’
meeting.

Discharge
from liability
on vacation
of office.

A 284 2020 No. 3 Companies and Allied Matters Act, 2020
administrator has made a distribution to preferential creditors or thinks that
a distribution may be made to preferential creditors.
(4) In this section, “discharge”—
(a) applies to liability accrued before the discharge takes effect ; and
(b) does not prevent the exercise of the court’s powers under section 500.
537.—(1) This section applies where a person ceases to be the
administrator of a company, whether by reason of resignation, removal from
office, cessation of appointment, death or otherwise.
(2) The former administrator’s remuneration and expenses shall be—
(a) charged on and payable out of property of which he had custody or
control immediately before cessation ; and
(b) payable in priority to any security to which section 510 of this Act
applies.
(3) A sum payable in respect of a debt or liability arising out of a contract,
including a contract for post-commencement financing, entered into by the
former Administrator or a predecessor before cessation shall be—
(a) charged on and payable out of property of which the former
Administrator had custody or control immediately before cessation ; and
(b) payable in priority to any charge arising under subsection (2).
(4) In this section—
(a) “cessation” means the time when he ceases to be the company’s
Administrator ;
(b) “former Administrator” means the person referred to in subsection (1) ;
(c) subsection (3) applies to a liability arising under a contract of
employment which was adopted by the former administrator or a predecessor
before cessation; and for that purpose—
(i) action taken within 14 days after an Administrator’s appointment
shall not be taken to amount or contribute to the adoption of a contract,
(ii) no account shall be taken of a liability which arises, by reference
to anything which is done or which occurs before the adoption of the
contract of employment, and
(iii) no account shall be taken of a liability to make a payment other
than wages or salary.
(5) In subsection (4) (c) (iii), “wages or salary” includes—
(a) a sum payable in respect of a period of holiday, for which purpose,
the sum shall be treated as relating to the period by reference to which the
entitlement to holiday accrued ;

Charges and
liabilities on
vacation of
office.

Companies and Allied Matters Act, 2020 2020 No. 3 A 285
(b) a sum payable in respect of a period of absence through illness or
other good cause ;
(c) a sum payable in lieu of holiday ;
(d) in respect of a period, a sum which would be treated as earnings for
that period for the purposes of an enactment on social security ; and
(e) a contribution to an occupational pension scheme.

GENERAL

538.—(1) In this Chapter a reference to the appointment of—
(a) an administrator of a company includes a reference to the appointment
of a number of persons to act jointly or concurrently as the Administrator of
a company ; and
(b) a person as administrator of a company includes a reference to the
appointment of a person as one of a number of persons to act jointly or
concurrently as the administrator of a company.
(2) The appointment of a number of persons to act as administrator of a
company shall specify which functions, if any, are to be performed by—
(a) the persons appointed acting jointly ; and
(b) any or all of the persons appointed.
539.—(1) This section applies where two or more persons are appointed
to act jointly as the administrator of a company.
(2) A reference to the administrator of the company is a reference to
those persons acting jointly.
(3) A reference to the administrator of a company in sections 523-534 of
this Act is a reference to any or all of the persons appointed to act jointly.
(4) Where an offence of omission is committed by the administrator,
each of the persons appointed to act jointly—
(a) commits the offence ; and
(b) may be proceeded against and punished individually.
(5) The reference in section 482(1)(a) of this Act to the name of the
administrator is a reference to the name of each of the persons appointed to
act jointly.
(6) Where persons are appointed to act jointly in respect of only some of
the functions of the administrator of a company, this section applies only in
relation to those functions.

Joint and
concurrent
administrators.

Joint
Administrators.

A 286 2020 No. 3 Companies and Allied Matters Act, 2020
540.—(1) This section applies where two or more persons are appointed
to act concurrently as the administrator of a company.
(2) A reference to the administrator of a company in this Chapter is a
reference to any of the persons appointed or any combination of them.
541.—(1) Where a company is in administration, a person may be
appointed to act as administrator jointly or concurrently with the person or
persons acting as the administrator of the company.
(2) Where a company entered administration by administration order,
an appointment under subsection (1) shall be made by the Court on the
application of—
(a) a person or group listed in section 450(1)(a-e) of this Act ; or
(b) the person or persons acting as the administrator of the company.
(3) Where a company entered administration as a result of appointment
under section 443 of this Act, an appointment under subsection (1) shall be
made by the—
(a) holder of the floating charge by virtue of which the appointment was
made ; or
(b) Court on the application of the person or persons acting as the
administrator of the company.
(4) Where a company entered administration by virtue of an appointment
under section 447 of this Act, an appointment under subsection (1) shall be
made either by the Court on the application of the person or persons acting as
the administrator of the company or—
(a) by the company ; and
(b) with the consent of each person who is the holder of a floating
charge in respect of the company’s property or, where consent is withheld,
with the permission of the Court.
(5) Where a company entered administration by virtue of an appointment
under section 452 (2) of this Act, an appointment under subsection (1) shall be
made either by the Court on the application of the person or persons acting as
the Administrator of the company or—
(a) by the directors of the company ; and
(b) with the consent of each person who is the holder of a floating
charge in respect of the company’s property or, where consent is withheld,
with the permission of the Court.
(6) An appointment under subsection (1) may be made only with the
consent of the person or persons acting as the administrator of the company.

Concurrent
administrators.

Joint and
concurrent
administrators
acting with
administrator
of company.

Companies and Allied Matters Act, 2020 2020 No. 3 A 287

  1. An act of the administrator of a company is valid in spite of a
    defect in his appointment or qualification.
  2. A reference in this Chapter to something done by the directors of
    a company includes a reference to the same thing done by a majority of the
    directors of a company.
    544.—(1) Unless otherwise provided, a person who commits an offence
    under this Chapter is liable on conviction to a fine of at least N200,000.
    (2) A person who commits an offence under—
    (a) section 455,
    (b) section 467,
    (c) section 470,
    (d) section 482,
    (e) section 483,
    (f ) section 484,
    (g) section 486,
    (h) section 488,
    (i) section 491,
    (j) section 493,
    (k) section 508,
    (l) section 509,
    (m) section 514,
    (n) section 516,
    (o) section 518,
    (p) section 522,
    (q) section 524, and
    (r) section 527,
    is liable on conviction to a daily default fine of not less than N5,000.
    545.—(1) Where a provision of this Part provides that a period may be
    varied in accordance with this section, the period may be varied in respect of
    a company—
    (a) by the Court ; and
    (b) on the application of the administrator.
    (2) A time period may be extended in respect of a company under this
    section—
    (a) more than once ; and
    (b) after expiry.

Presumption
of validity.
Majority
decision of
directors.
Penalties.

Extension of
time limit.

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546.—(1) A period specified in sections 483(5), 487 (1)(b), or 488 (2) of
this Act may be varied in respect of a company by the administrator with
consent.
(2) In subsection (1), “consent” means consent of—
(a) each secured creditor of the company ; and
(b) creditors whose debts amount to more than 50% of the company’s
unsecured debts, if the company has unsecured debts, disregarding debts
of any creditor who does not respond to an invitation to give or withhold
consent.
(3) Where the administrator has made a statement under section 486 of
this Act—
“consent” means—
(a) consent of each secured creditor of the company ; or
(b) if the Administrator thinks that a distribution may be made to
preferential creditors, consent of—
(i) each secured creditor of the company, and
(ii) preferential creditors whose debts amount to more than 50%
of the total preferential debts of the company, disregarding debts of
any creditor who does not respond to an invitation to give or withhold
consent.
(4) Consent for the purposes of subsection (1) may be—
(a) written ; or
(b) signified at a creditors’ meeting.
(5) The power to extend under subsection (1)—
(a) may be exercised in respect of a period only once ;
(b) shall not be used to extend a period by more than 28 days ;
(c) shall not be used to extend a period which has been extended by the
Court ; and
(d) shall not be used to extend a period after expiry.

  1. Where a period is extended under section 545 or 546, a reference
    to the period shall be taken as a reference to the period as extended.

548.—(1) The Chief Judge of the Federal High Court may by order
amend a provision of this Chapter which—
(a) requires anything to be done within a specified period of time ;

Variation
of time.

Period
extended
under
sections 545
or 546.
Amendment
of provision
about time.

Companies and Allied Matters Act, 2020 2020 No. 3 A 289
(b) prevents anything from being done after a specified time ; or
(c) requires a specified minimum period of notice to be given.
(2) The Chief Judge shall make procedural rules relating to administration.
(3) An order or rule under this section shall be made by statutory
instrument published in the Federal Government Gazette.
549.—(1) In this Chapter—
“administrator” of a company means a person appointed under any of
the means under this Chapter to manage the company’s affairs, business
and property ;
“company” means—
(a) a company registered under this Act or any other special legislation
relating to companies ; or
(b) any other corporate entity which is recognised under rules or
order made by the Minister ;
“correspondence” includes correspondence by telephonic or other
electronic means ;
“creditors’ meeting” has the meaning given under section 487 of this
Act ;
“enters administration” has the meaning given to it under subsection
(2) (a) ;
“floating charge” means a charge which is a floating charge on its
creation ;
“in administration” has the meaning given to under subsection (2)(b) ;
“hire-purchase agreement” includes a conditional sale agreement, a
chattel leasing agreement and a retention of title agreement ;
“holder of a floating charge” in respect of a company’s property has
the meaning given under section 452 of this Act ;
”market value” means the amount which would be realised on a sale of
property in the open market by a willing vendor ;
“purpose of administration” means an objective specified in section
444 of this Act ; and
“unable to pay its debts” has the meaning given by section 572 of
this Act.
(2) For the purposes of this Chapter—
(a) a company “enters administration” when the appointment of an
administrator takes effect ;
(b) a company is “in administration” while the appointment of an
Administrator of the company has effect ;

Interpretation
of this
Chapter.

A 290 2020 No. 3 Companies and Allied Matters Act, 2020
(c) a company ceases to be in administration when the appointment of
an administrator of the company ceases to have effect ; and
(d) a company does not cease to be in administration merely because an
administrator vacates office (by reason of resignation, death or otherwise)
or is removed from office.
(3) In this Chapter, a reference to—
(a) a thing in writing includes a reference to a thing in electronic form ; and
(b) action includes a reference to inaction.
CHAPTER 19— RECEIVERS AND MANAGERS, APPOINTMENT OF

RECEIVERS AND MANAGERS

550.—(1) The following persons shall not be appointed or act as receivers
or managers of any property or undertaking of any company —
(a) an infant ;
(b) any person found by a competent Court to be of unsound mind ;
(c) a body corporate ;
(d) an undischarged bankrupt, unless he is given leave to act as a receiver
or manager of the property or undertaking of the company by the Court by
which he was adjudged bankrupt ;
(e) a director or auditor of the company ; and
(f ) any person convicted of any offence involving fraud, dishonesty,
official corruption or moral turpitude or who is disqualified under section
280 of this Act.
(2) Any appointment made in contravention of the provisions of subsection
(1) is void and if any of the persons named in paragraphs (c), (d), (e) and (f )
acts as a receiver or manager, he commits an offence and is liable to a fine in
such amount as the Commission shall specify in its regulations, and in the case
of a body corporate or, in the case of an individual, to imprisonment for a term
not exceeding six months or a fine as the Court deems fit.
(3) Where any of the persons mentioned in subsection (1) is at the
commencement of this Act acting as a receiver or manager, he may be removed
by a Court on an application by a person interested.

  1. Where an application is made to the Court to appoint a receiver on
    behalf of the debenture holder or other creditors of a company which is being
    wound up by a court, an official receiver may be appointed.

Disqualification
for
appointment
as a receiver
or manager.

Power of the
court to
appoint
official
receiver for
debenture
holders and
other
creditors.

Companies and Allied Matters Act, 2020 2020 No. 3 A 291
552.—(1) Notwithstanding the provisions of section 233 (1) (d) the Court
may, on the application of a person interested, appoint a receiver or a receiver
and manager of the property or undertaking of a company if the—
(a) principal money borrowed by the company or the interest is in
arrears ; or
(b) security or property of the company is in jeopardy.
(2) A receiver or manager of any property or undertaking of a company
appointed by the Court is deemed to be an officer of the Court and not of the
company and shall act in accordance with the directions and instructions of
the Court.
553.—(1) A receiver or manager of any property or undertaking of a
company appointed out of Court under a power contained in any instrument is,
subject to section 554 of this Act, deemed to be an agent of the person or
persons on whose behalf he is appointed and, if appointed manager of the
whole or any part of the undertaking of a company, he is deemed to stand in a
fiduciary relationship to the company and observe the utmost good faith towards
it in any transaction with it or on its behalf.
(2) Such a manager—
(a) shall act at all times in what he believes to be the best interests of the
company as a whole so as to preserve its assets, further its business, and
promote the purposes for which it was formed, and in such manner as a
faithful, diligent, careful and ordinarily skillful manager would act in the
circumstances ; and
(b) in considering whether a particular transaction or course of action is in
the best interest of the company as a whole, may have regard to the interests
of the employees, as well as the members of the company, and, when appointed
by, or as a representative of, a special class of members or creditors may
give special, but not exclusive, consideration to the interests of that class.
(3) Nothing contained in the articles, or in any contract, or in any resolution
of a company, shall relieve any manager from the duty to act in accordance
with subsection (2) or relieve him from any liability incurred as a result of any
breach of such duty.

  1. A receiver or manager of the property of a company appointed
    under a power contained in any instrument, or the persons by whom or on
    whose behalf a receiver or manager has been so appointed may apply to the
    Court for directions in relation to any particular matter arising in connection
    with the performance of his functions, and on any such application the Court
    may give such directions or make such order declaring the rights of persons
    before the Court or otherwise, as it deems just.

Appointment
of receivers
and
managers by
the Court.

Receivers
and
managers
appointed
out of
Court.

Power of a
receiver or
manager
appointed
out of Court
to apply to
the Court for
directions.

A 292 2020 No. 3 Companies and Allied Matters Act, 2020
555.—(1) Where a receiver or manager of the property of a company
has been appointed, the receiver or manager shall within 14 days give notice
of his appointment to the Commission indicating the terms of and remuneration
for the appointment, and every invoice, order for goods or business letter
issued by or on behalf of the company, receiver, manager or liquidator of the
company, being a document on or in which the company’s name appears, shall
contain a statement that a receiver or manager has been appointed.
(2) If default is made in complying with this section, the receiver, manager,
liquidator or any officer of the company who is in default, authorises or permits
the default as the case may be, commits an offence and is liable to a penalty
for every day during which the default continues in such amount as the
Commission shall specify in its regulations.
DUTIES, POWERS AND LIABILITIES OF RECEIVERS AND MANAGERS
556.—(1) A person appointed as a receiver of any property of a company
shall, subject to the rights of prior encumbrances, take possession of and protect
the property, receive rents and profits and discharge all out-goings in respect
thereof and realise the security for the benefit of those on whose behalf he is
appointed, but unless he is an appointed manager, he does not have power to
carry on any business or undertaking.
(2) A person appointed manager of the whole or any part of the
undertaking of a company shall manage the same with a view to the realisation
of the security of those on whose behalf he is appointed.
(3) Without prejudice to subsection (1) or (2), where a receiver or manager
is appointed for the whole or substantially the whole of a company’s property,
the powers conferred on him by the debentures by virtue of which he was
appointed are deemed to include (except they are inconsistent with any of the
provisions of those debentures) the powers specified in the Eleventh Schedule
to this Act.
(4) From the date of appointment of a receiver or manager, the powers
of the directors or liquidators in a members’ voluntary winding-up to deal with
the property or undertaking over which he is appointed, shall cease, unless the
receiver or manager is discharged or the security is realised.
(5) If, on the appointment of a receiver or manager, the company is

being wound up under the provision relating to creditors’ voluntary winding-
up, or the property concerned is in the hands of some other officer of the

Court, the liquidator or officer shall not be bound to relinquish control of such
property to the receiver or manager except under the order of the Court.

Notification
to the
Commission
that a
receiver or
manager has
been
appointed.

Duties and
powers of
receivers and
managers.

Eleventh
Schedule.

Companies and Allied Matters Act, 2020 2020 No. 3 A 293
557.—(1) A receiver or manager of any property or undertaking of a
company is personally liable on any contract entered into by him except in so
far as the contract otherwise expressly provides.
(2) As regards contracts entered into by a receiver or manager in the
proper performance of his functions, such receiver or manager is, subject to
the rights of any prior encumbrance, entitled to an indemnity in respect of
liability thereon out of the property over which he has been appointed to act as
a receiver or manager.
(3) A receiver or manager appointed out of Court under a power contained
in any instrument is also entitled, as regards contracts entered into by him with
the express or implied authority of those appointing him, to an indemnity in
respect of liability thereon from those appointing him to the extent to which he
is unable to recover in accordance with subsection (2).
558.—(1) The Court may, on the application of the company or the
liquidator, by order fix the amount to be paid by way of remuneration to any
person who, under the powers contained in any instrument, has been appointed
as a receiver or manager of the property of the company.
(2) The powers of the Court under subsection (1) shall, where no previous
order is made under that subsection—
(a) extend to fixing the remuneration for any period before the making
of the order or the application ;
(b) be exercisable notwithstanding that the receiver or manager has
died or ceased to act before the making of the order or the application ; and
(c) extend, where the receiver or manager has been paid or has retained
as his remuneration for any period before the making of the order any
amount in excess of that so fixed for that period, to requiring him or his
personal representatives to account for the excess or such part as may be
specified in the order :
Provided that the power conferred by this paragraph shall not be exercised as
respects any period before the making of the application for the order unless,
in the opinion of the Court there are special circumstances making it proper
for the power to be exercised.
(3) The Court may, on an application made by the company, liquidator
or by the receiver or manager, vary or amend an order made under
subsection (1).
(4) This section applies whether the receiver or manager has been
appointed before or after the commencement of this Act.

Liabilities of
receivers and
managers on
contracts.

Power of the
Court to fix
remuneration
on
application
of liquidator.

A 294 2020 No. 3 Companies and Allied Matters Act, 2020

PROCEDURE AFTER APPOINTMENT

559.—(1) Where a receiver or manager of the whole or substantially
the whole of the property of a company (in this section and in section 560 of
this Act referred to as “the receiver”) has been appointed on behalf of the
holders of any debentures of the company secured by a floating charge, then,
subject to the provisions of this section and of section 560 of this Act —
(a) the receiver shall immediately send notice to the company of his
appointment and the terms ;
(b) there shall, within 14 days after receipt of the notice, or such longer
period as may be allowed by the Court or by the receiver, be made out and
submitted to the receiver in accordance with section 560 of this Act, a
statement in the prescribed form as to the affairs of the company ; and
(c) the receiver shall, within two months after receipt of the statements,
send to—
(i) the Commission or Court a copy of the statement and of any
comments he sees fit to make thereon and in the case of the Commission
also a summary of the statement and of his comments, if any,
(ii) the company a copy of any comments or if he does not think fit to
make any comment, a notice to that effect, and
(iii) any trustees for the debenture holders on whose behalf he has
been appointed and, so far as he is aware of their addresses, to all such
debenture holders, a copy of the said summary.
(2) The receiver shall within two months, or such longer period as the
Court may allow after the expiration of the period of 12 months from the date
of his appointment and of every subsequent period of 12 months, and within
two months, or such longer period as the Court may allow after he ceases to
act as receiver or manager of the property of the company, send to the
Commission, any trustee for the debenture holders of the company on whose
behalf he was appointed, the company and (if he is aware of their addresses)
all debenture holders (if he is aware of their addresses), an abstract in the
prescribed form showing his receipts and payments during that period of 12
months, or, where he ceases to act, during the period from the end of the
period to which the last preceding abstract relates up to the date of his so
ceasing, and the aggregate amounts of his receipts and payments during all
preceding periods since his appointment.
(3) Where the receiver is appointed under the powers contained in any
instrument, this section has effect with the —
(a) omission of the references to the Court in subsection (1) ; and

Information
where
receiver or
manager
appointed in
respect of a
floating
charge.

Companies and Allied Matters Act, 2020 2020 No. 3 A 295
(b) substitution for the references to the Court in subsection (2), of
references to the Commission and in any other case references to the
Court shall be taken as referring to the Court by which the receiver was
appointed.
(4) Subsection (1) does not apply in relation to the appointment of a
receiver or manager to act with an existing receiver or manager or in place of
a receiver or manager dying or ceasing to act, except that, where that subsection
applies to a receiver or manager who dies or ceases to act before it has been
fully complied with, the references in paragraphs (b) and (c) to the receiver
shall, subject to subsection (5), include references to his successor and to any
continuing receiver or manager and nothing in this subsection shall be taken
as limiting the meaning of the expression “the receiver” where used in, or in
relation to, subsection (2).
(5) This section and section 560 of this Act, where the company is being
wound up, apply notwithstanding that the receiver or manager and the liquidator
are the same person.
(6) Nothing in subsection (2) shall be taken to prejudice the duty of the
receiver to render proper accounts of his receipts and payments to the persons
to whom, and at the times at which, he may be required to do so apart from
that sub-section.
(7) If the receiver makes default in complying with the requirements of
this section, he is liable to a penalty for every day during which the default
continues in such amount as the Commission shall specify in its regulations.
560.—(1) The statements as to the affairs of a company required by
section 559, to be submitted to the receiver (or his successor) shall, show as
at the date of the receiver’s appointment—
(a) the particulars or the company’s assets, debts and liabilities ;
(b) the names, residences and occupations of its creditors ;
(c) the securities held by the directors respectively ;
(d) the dates when the securities were respectively given ; and
(e) such further or other information as may be prescribed.
(2) The statement shall be submitted, and verified by affidavit of one or
more of the persons who are, at the date of the receiver’s appointment, the
directors and by the person who is, at that date, the secretary of the company,
or by the receiver or his successor, subject to the direction of the court, may
require to submit and verify the statement of who—
(a) are or have been officers of the company ;

Special
provisions
as to
statement
submitted to
receiver.

A 296 2020 No. 3 Companies and Allied Matters Act, 2020
(b) have taken part in the formation of the company at any time within
one year before the date of the receiver’s appointment ;
(c) are in the employment of the company, or have been in the
employment of the company within the year, and are in the opinion of the
receiver capable of giving the information required ; or
(d) are or have been within the said year officers of or in the employment
of a company which is, or within the said year was, an officer of the
company to which the statement relates.
(3) A person making the statement and affidavit is allowed, and shall be
paid by the receiver (or his successor) out of his receipts, such costs and
expenses incurred in the preparation and making of the statement and affidavit
as the receiver or his successor may consider reasonable, subject to an appeal
to the Court.
(4) Where the receiver is appointed under the powers contained in any
instrument, this section has effect with the substitution for references to the
Court of references to the Commission and references to an affidavit, of
references to a statutory declaration and in any other case references to the
Court is taken as referring to the Court by which the receiver was appointed.
(5) If any person without reasonable excuse makes default in complying
with the requirements of this section, he is liable to a penalty as may be
prescribed by the Regulation for every day during which the default continues.
(6) References in this section to the receiver’s successor include a
continuing receiver or manager.

ACCOUNTS BY RECEIVER OR MANAGER

561.—(1) Except where section 559 (2) of this Act applies, every receiver
or manager of the property of a company who has been appointed under the
powers contained in any instrument shall, within one month or such longer
periods as the Commission may allow, after the expiration of the period of six
months from the date of his appointment, and of every subsequent period of
six months, and within one month after he ceases to act as receiver or manager,
deliver to the Commission for registration an abstract in the prescribed form
showing his receipts and his payments during that period of six months, or
where he ceases to act, during the period from the end of the period to which
the last preceding abstract relates, up to the date of his ceasing, and the
aggregate amount of his receipts and of his payments during all preceding
periods since his appointment.

Delivery to
Commission
of accounts
of receivers
and
managers.

Companies and Allied Matters Act, 2020 2020 No. 3 A 297
(2) Every receiver or manager who makes default in complying with the
provisions of this section is liable to a penalty as may be prescribed in the
regulation for every day during which the default continues.

DUTY AS TO RETURNS

562.—(1) If any receiver or manager of the property of a company
having—
(a) made default in filing, delivering or making any returns, account or
other document, or in giving any notice which a receiver or manager is by
law required to file, delivers, makes, gives or fails to make good the default
within 14 days after the service on him of a notice requiring him to do so, or
(b) been appointed under the powers contained in any instrument has,
after being required at any time by the liquidator of the company so to do,
fails to render proper accounts of his receipts and payment and to vouch
the same and to pay over to the liquidator the amount properly payable to
him, the Court may, on an application made for that purpose, make an order
directing the receiver or manager, as the case may be to make good the
default within such time as may be specified in the order.
(2) In the case of any default under subsection (1)(a), an application
may be made by any member or by the Commission, and in the case of any
default under subsection (1)(b), the application shall be made by the liquidator,
and in either case the order may provide that all costs shall be borne by the
receiver or manager.
(3) Nothing in this section shall be taken to prejudice the operation of
any enactment imposing penalties on receivers in respect of any default
mentioned in subsection (1).

CONSTRUCTION OF REFERENCES

  1. Any reference in this Act to—
    (a) a receiver or manager of the property of a company, or to a receiver
    thereof, includes a reference to a receiver or manager, or to a receiver of
    part only of that property and to a receiver only of the income arising from
    that property or from part thereof ; and
    (b) the appointment of a receiver or manager under powers contained in
    any instrument, includes a reference to an appointment made under powers
    which, by virtue of any enactment, are implied in and have effect as if
    contained in an instrument.

Enforcement
of duty of
receivers and
managers to
make
returns, etc.

Construction
of references
to receivers
and
managers.

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CHAPTER 20—WINDING-UP OF COMPANIES
MODES OF WINDING-UP

564.—(1) The winding-up of a company may be effected—
(a) by the Court ;
(b) voluntarily ; or
(c) subject to the supervision of the Court.
(2) The provisions of this Act with respect to winding-up apply, unless
the contrary appears, to the winding-up of a company by any of those modes.

CONTRIBUTORIES

  1. In the event of a company being wound up, every present and past
    member is liable to contribute to the assets of the company as provided in
    section 117 of this Act.
  2. The term, “contributory” means every person liable to contribute
    to the assets of a company in the event of its being wound up, and for the
    purposes of all proceedings prior to the final determination of the persons who
    are to be deemed contributories, the expression includes any person alleged to
    be a contributory.
    567.—(1) The liability of a contributory creates a debt of the nature of
    an ordinary contract debt accruing and due from him at the time when his
    liability commenced, but payable at the time when calls are made for enforcing
    the liability.
    (2) An action to recover a debt created by this section shall not be
    brought after the expiration of six years from the date on which the cause of
    action accrued.
    568.—(1) If a contributory dies either before or after he has been placed
    on the list of contributories, his personal representatives, heirs and devisees,
    are liable in due course of administration to contribute to the assets of the
    company in discharge of his liability and they are contributories accordingly.
    (2) Where the personal representatives are placed on the list of
    contributories, the heirs or devisees need not be added but they may be added
    as and when the Court deems fit.
    (3) If the personal representatives make default in paying any money
    ordered to be paid by them, proceedings may be taken for administering the
    whole or any part of the estate of the deceased contributory, and for compelling
    payment out of it of the money due.

Modes of
winding-up.

Liability as
contributories
of present
and past
members.
Definition of
contributory.

Nature of
liability of
contributory.

Contributories
in case of
death of
member.

Companies and Allied Matters Act, 2020 2020 No. 3 A 299
569.—(1) If a contributory becomes bankrupt, either before or after he
has been placed on the list of contributories, then—
(a) his trustee in bankruptcy shall represent him for the purposes of the
winding-up, and shall be a contributory accordingly, and may be called—
(i) on to admit to proof against the estate of the bankrupt, or
(ii) to allow to be paid out of his assets, any money due from the
bankrupt in respect of his liability to contribute to the assets of the
company ; and
(b) there may be proved against the estate of the bankrupt the estimated
value of his liability to future calls as well as calls already made.
(2) The provisions of this section extend and apply with all necessary
changes to the case of an insolvent person.

CHAPTER 21—WINDING-UP BY THE COURT JURISDICTION
570.—(1) The Court having jurisdiction to wind up a company is the
Federal High Court within whose area of jurisdiction the registered office or
head office of the company is situate.
(2) For the purpose of this section, “registered office” or “head office”
means the place which has longest been the principal place of business of the
company during the six months immediately preceding the presentation of the
petition for winding-up.
CASES IN WHICH COMPANY MAY BE WOUND-UP BY COURT

  1. A company may be wound up by the court if—
    (a) the company has by special resolution resolved that the company be
    wound up by the Court ;
    (b) default is made in delivering the statutory report to the Commission
    or in holding the statutory meeting ;
    (c) the number of members is reduced below two in the case of companies
    with more than one shareholder ;
    (d) the company is unable to pay its debts ;
    (e) the condition precedent to the operation of the company has ceased
    to exist ; or
    (f ) the Court is of opinion that it is just and equitable that the company
    should be wound up.
  2. A company is deemed to be unable to pay its debts if—
    (a) a creditor, by assignment or otherwise, to whom the company is
    indebted in a sum exceeding N200,000, then due, has served on the company,

Contributories
in case of
bankruptcy
of member.

Circumstances
in which
companies
may be
wound up
by Court.

Definition of
inability to
pay debts.
Jurisdiction
as to
Winding-up.

A 300 2020 No. 3 Companies and Allied Matters Act, 2020
by leaving it at its registered office or head office, a demand under his hand
requiring the company to pay the sum due, and the company has for three
weeks thereafter neglected to pay the sum or to secure or compound for it
to the reasonable satisfaction of the creditor ;
(b) execution or other process issued on a judgment, act or order of any
Court in favour of a creditor of the company is returned unsatisfied in
whole or in part ; or
(c) the Court, after taking into account any contingent or prospective
liability of the company, is satisfied that the company is unable to pay its
debts.

PETITIONS FOR WINDING-UP AND ITS EFFECTS

573.—(1) An application to the court for the winding-up of a company
shall be by petition presented subject to the provisions of this section, by —
(a) the company or a director ;
(b) a creditor, including a contingent or prospective creditor of the
company ;
(c) the official receiver ;
(d) a contributory ;
(e) a trustee in bankruptcy to, or a personal representative of, a creditor
or contributory ;
(f ) the Commission under section 366 of this Act ;
(g) a receiver, if authorised by the instrument under which he was
appointed ; or
(h) by all or any of those parties, together or separately.
(2) Notwithstanding anything in subsection (1)—
(a) a contributory is not entitled to present a petition for winding-up a
company unless the—
(i) number of members is reduced below two in the case of companies
with more than one shareholder, or
(ii) shares in respect of which he is contributory or some of them,
were originally allotted to him or have been held by him, and registered
in his name, for at least six months during the 18 months before the
commencement of the winding-up, or have devolved on him through the
death of a former holder ;
(b) a winding-up petition shall not, if the ground of the petition is default
in delivering the statutory report to the Commission or in holding the statutory
meeting, be presented by any person except a shareholder, or before the

Provisions
as to
application

for winding-
up.

Companies and Allied Matters Act, 2020 2020 No. 3 A 301
expiration of 14 days after the last day on which the meeting should have
been held ; and
(c) the Court shall not hear a winding-up petition presented by a contingent
or prospective creditor until sufficient security for costs has been given,
and a prima facie case for winding-up has been established to its satisfaction.
(3) Where a company is being wound up voluntarily or subject to
supervision, a winding-up petition may be presented by the official receiver
attached to the Court, as well as by any other person authorised under the
other provisions of this section, but the Court shall not make a winding-up
order on any such petition unless it is satisfied that the voluntary winding-up or
winding-up subject to supervision cannot be continued with due regard to the
interests of the creditors or contributories.
(4) A contributory is entitled to present a winding-up petition
notwithstanding that there may not be assets available on the winding-up for
distribution to contributories.
574.—(1) On hearing a winding-up petition, the Court may dismiss it,
adjourn the hearing conditionally or unconditionally or make any interim order,
or any other order that it deems fit, but the Court shall not refuse to make a
winding-up order on the ground only that the assets of the company have been
mortgaged to an amount equal to or in excess of those assets, or that the
company has no assets.
(2) Unless it appears to the Court that some other remedies are available
and that the petitioners are acting unreasonably in seeking a winding-up order
instead of pursuing those remedies, the Court, on hearing a petition by
contributory members of a company for relief by winding-up on the ground
that it would be just and equitable so to do, shall make the order as prayed if it
is of the opinion that the petitioners are entitled to the relief sought.
(3) Where a petition is presented on the ground of default in delivering
the statutory report to the Commission or in holding the statutory meeting, the
Court, instead of making a winding-up order, may direct the delivery of the
statutory report or the holding of a meeting, and order the costs to be paid by
the persons who, in the opinion of the Court, are responsible for the default.

  1. Where a winding-up petition has been presented and an action or
    other proceeding against a company is instituted or pending in any Court (in
    this section referred to as “the Court concerned”), the company or any creditor
    or contributory may, before the making of the winding-up order, apply to the
    Court concerned for an order staying proceedings and the Court concerned
    may, with or without imposing terms, stay or restrain proceedings, or if it
    deems fit, refer the case to the Court hearing the winding-up petition.

Powers of
Court on
hearing
petition.

Power to
stay or
restrain
proceedings
against
company.

A 302 2020 No. 3 Companies and Allied Matters Act, 2020

  1. In a winding-up by the Court, any disposition of the property of the
    company, including things in action and any transfer of shares, or alteration in
    the status of the members of the company, made after the commencement of
    the winding-up shall, unless the Court otherwise orders, be void.
  2. Where a company is being wound up by the Court, any attachment,
    sequestration, distress or execution put in force against the estate or effects
    of the company after the commencement of the winding-up is void :
    Provided the provisions of this section do not apply to a fixed charge or any
    other validly created and perfected security interest other than a floating charge.

COMMENCEMENT OF WINDING-UP

578.—(1) Where, before the presentation of a petition for the winding-
up of a company by the Court, a resolution has been passed by the company

for voluntary winding-up, the winding-up of the company is deemed to have
commenced at the time of the passing of the resolution, and unless the Court,
on proof of fraud or mistake, deems it fit to direct otherwise, all proceedings
taken in the voluntary winding-up are deemed to have been validly taken.
(2) In any other case, the winding-up of a company by the court is
deemed to commence at the time of the presentation of the petition for the
winding-up.

CONSEQUENCES OF WINDING-UP ORDER

  1. On the making of a winding-up order, a copy of the order shall
    immediately be forwarded by the company, or otherwise as may be prescribed,
    to the Commission, which shall make a minute thereof in its books relating to
    the company.
  2. If a winding-up order is made or a provisional liquidator is appointed,
    no action or proceeding shall proceed with or commence against the company
    except by leave of the Court given on such terms as the Court may impose.
  3. An order for winding-up a company shall operate in favour of all
    the creditors and of all the contributories of the company as if made on the
    joint petition of a creditor and of a contributory.
    OFFICIAL RECEIVER

582.—(1) For the purpose of this Act and so far as it relates to the
winding-up of companies by the Court, “official receiver” means the Deputy
Chief Registrar of the Federal High Court or an officer designated for that
purpose by the Chief Judge of the Court.

Avoidance of
dispositions
of property
after

commence-
ment of

winding-up.
Avoidance of
attachments.

Commence-
ment of a

winding-up
by the
Court.

Copy of
order to be
forwarded to
Commission.
Actions
stayed on
winding-up
order.
Effect of
winding-up
order.

Definition
of official
receiver.

Companies and Allied Matters Act, 2020 2020 No. 3 A 303
(2) Any such officer shall, for the purpose of his duties under this Act, be
called “the official receiver”.
583.—(1) Where the Court has made a winding-up order or appointed a
provisional liquidator there shall, unless the court deems fit to order otherwise
and so orders, be made out and submitted to the official receiver a statement
of affairs of the company in the prescribed form, verified by affidavit, and
showing the particulars of its assets, debts and liabilities, the names, residences
and occupations of its creditors, the securities held by them respectively, the
dates when the securities were respectively given, the list of members and the
list of charges and such further or other information as may be prescribed or
as the official receiver may require.
(2) The statement shall be submitted and verified by one or more of the
persons who are, at the relevant date, the directors and the person who is at
that date the secretary of the company, or by the persons mentioned in this
subsection as the official receiver, subject to the direction of the Court, may
require to submit and verify the statement, of persons who—
(a) are or have been officers of the company ;
(b) have taken part in the formation of the company at any time within
one year before the relevant date ;
(c) have been or are in the employment of the company within the said
year, and are in the opinion of the official receiver capable of giving the
information required ;
(d) are or have been within the said year officers of or in the employment
of a company which is, or within the said year was, an officer of the
company to which the statement relates.
(3) The statement shall be submitted within 14 days from the relevant
date or within such extended time as the official receiver or the Court may,
for special reasons, appoint.
(4) Any person making or concurring in making the statement and affidavit
required by this section shall be allowed and shall be paid by the official receiver
or provisional liquidator, as the case may be, out of the assets of the company
such costs and expenses incurred in and about the preparation and making of
the statement and affidavit as the official receiver may consider reasonable,
subject to an appeal to the Court.
(5) If any person, without reasonable excuse, makes default in complying
with the requirements of this section, he commits an offence and is liable to a
fine of N100 for every day during which the default continues.

Statement of
company’s
affairs to be
submitted to
the official
receiver.

A 304 2020 No. 3 Companies and Allied Matters Act, 2020
(6) Any person stating himself in writing to be a creditor or contributory
of the company is entitled by himself or by his agent at all reasonable times, on
a payment of the prescribed fee to inspect the statement submitted under this
section, and to a copy of or extract from it.
(7) Any person who falsely states that he is a creditor or contributory is
guilty of contempt of court and shall, on the application of the liquidator or of
the official receiver, be punished accordingly.
(8) In this section, the expression “the relevant date” means, in a case
where a provisional liquidator is appointed, the date of his appointment and in
a case where no appointment is made, the date of the winding-up order.
584.—(1) If a winding-up order is made, the official receiver shall as
soon as practicable after receipt of the statement to be submitted under section
583 of this Act or where the Court orders that no statement be submitted, as
soon as practicable after the date of the order, submit a preliminary report to
the Court—
(a) as to the amount of capital issued, subscribed and paid up, and the
estimated amount of assets and liabilities ;
(b) if the company has failed, as to the causes of the failure ; and
(c) whether, in his opinion, further inquiry is desirable as to any matter
relating to the promotion, formation or failure of the company.
(2) The official receiver may, if he thinks fit, make further reports stating
the manner in which the company was formed and whether, in his opinion,
fraud has been committed by any person in its promotion or formation, or by
any officer of the company in relation to the company since its formation and
the reports may include any other matters which, in his opinion, is desirable to
bring to the notice of the court.
(3) If any further report under this section indicates the commission of
fraud, the Court shall have the further powers provided in section 613 of this
Act (which confers authority to order public examination of certain officials).

LIQUIDATORS

585.—(1) The Court may appoint a liquidator or liquidators for the purpose
of conducting the proceedings in winding-up a company and performing such
duties in reference to it as the court may impose and where there is a vacancy,
the official receiver shall by virtue of his office, act as liquidator until such
time as the vacancy is filled.
(2) At any time after the presentation of a petition and before the making
of a winding-up order, the appointment shall be provisional and the Court
making the appointment may limit and restrict the powers of the liquidator by
the order appointing him.

Report by
official
receiver.

Appointment,
remuneration
and title of
liquidators.

Companies and Allied Matters Act, 2020 2020 No. 3 A 305
(3) In the application of this section—
(a) if a provisional liquidator is to be appointed before the making of a
winding-up order, the official receiver, or any other fit person, may be so
appointed ;
(b) on the making of a winding-up order, if no liquidator is appointed, the
official receiver shall by virtue of his office become the liquidator ;
(c) the official receiver in his capacity as provisional liquidator shall, and
in any other case may, summon meetings of creditors and contributories of
the company to be held separately for the purpose of determining whether
or not an application is to be made to the court for appointing a liquidator in
place of the official receiver ; or
(d) if a person other than the official receiver is appointed liquidator, he
is not capable of acting in that capacity until he has notified his appointment
to the Commission and given security in the prescribed manner to the
satisfaction of the Court.
(4) If more than one liquidator of a company is appointed by the Court,
the Court shall declare whether anything by this Act required or authorised to
be done by a liquidator is to be done by all or any one or more of them.
(5) A liquidator appointed by the Court may resign, or, on cause shown,
be removed by the Court and any vacancy in the office of a liquidator so
appointed shall be filled by the Court.
(6) Where a person other than the official receiver is appointed a
liquidator, he shall receive salary in an amount, or remuneration by way of
percentage or otherwise, as the Court may direct and, if more than one person
is appointed as a liquidator, their remuneration shall be distributed among them
in such proportions as the Court directs.
(7) Where a liquidator of a company is appointed, he shall, after his
individual name—
(a) if he is the official receiver, be described as “official receiver and
liquidator of (add here name of the company)” ; and
(b) in any other case be described as “liquidator of (add here name of
the company)”.
(8) The acts of a liquidator shall be valid notwithstanding any defects
that may afterwards be discovered in his appointment or qualification.
(9) If a liquidator is appointed under this section, all the powers of the
directors shall cease, except so far as the Court may by order sanction the
continuance thereof.

A 306 2020 No. 3 Companies and Allied Matters Act, 2020

  1. In a winding-up by the Court the liquidator shall take into his
    custody, or under his control, all the property and choses in action to which the
    company is or appears to be entitled.
  2. Where a company is being wound up by the Court, the Court may,
    on the application of the liquidator, by order direct that all or any part of the
    property of whatsoever description belonging to the company or held by
    trustees on its behalf shall vest in the liquidator by his official name, and
    thereupon, but subject to the requirements of registration under any particular
    enactment, the property to which the order relates shall vest accordingly and
    the liquidator may, after giving such indemnity, if any, as the Court may direct,
    bring or defend in his official name any action or other legal proceeding which
    relates to that property or which it is necessary to bring or defend for the
    purpose of effectually winding-up the company and recovering its property.
    588.—(1) The liquidator in a winding-up by the Court shall have power,
    with the sanction either of the court or of the committee of inspection to—
    (a) bring or defend any action or other legal proceeding in the name and
    on behalf of the company ;
    (b) carry on the business of the company so far as may be necessary for
    its beneficial winding-up ;
    (c) appoint a legal practitioner or any other relevant professional to assist
    him in the performance of his duties ;
    (d) pay any classes of creditors in full ;
    (e) make any compromise or arrangement with creditors or persons
    claiming to be creditors, or having or alleging themselves to have any claim,
    present or future, certain or contingent, ascertained or sounding only in
    damages against the company, or whereby the company may be rendered
    liable ; and
    (f ) compromise all calls and liabilities to calls, debts and liabilities capable of
    resulting in debts, and all claims, present or future, certain or contingent,
    ascertained or sounding only in damages, subsisting or supposed to subsist
    between the company and a contributory or alleged contributory or other debtor
    or person apprehending liability to the company, and all questions in any way
    relating to or affecting the assets or the winding-up of the company, on such
    terms as may be agreed, and take any security for the discharge of any such
    call, debt, liability or claim and give a complete discharge in respect of it.
    (2) The liquidator in winding-up by the Court shall have power to—
    (a) sell the property of the company of whatever nature by public auction
    or private contract, with power to transfer the whole thereof to any person
    or company or to sell the same in parcels ;

Custody of
company’s
property.
Vesting of
property of
company in
liquidator.

Powers of
liquidator.

Companies and Allied Matters Act, 2020 2020 No. 3 A 307
(b) do all acts and to execute, in the name and on behalf of the company,
all deeds, receipts and other documents, and for that purpose to use, when
necessary, the company’s seal (where the company has a seal) ;
(c) prove, rank and claim in the bankruptcy, insolvency or sequestration
of any contributory for any balance against his estate, and to receive
dividends in the bankruptcy, insolvency or sequestration in respect of that
balance as a separate debt due from the bankrupt or insolvent, and ratably
with the other separate creditors ;
(d) draw, accept, make and indorse any bill of exchange or promissory
note in the name and on behalf of the company with the same effect with
respect to the liability of the company as if the bill or note had been drawn,
accepted, made or indorsed by or on behalf of the company in the course of
its business ;
(e) raise on the security of the assets of the company any money
requisite ;
(f ) take out in his official name, letters of administration to any deceased
contributory, and to do in his official name any other act necessary for
obtaining payment of any money due from a contributory or his estate
which cannot be conveniently done in the name of the company, and in all
such cases the money due shall, for the purpose of enabling the liquidator
to take out the letters of administration or recover the money, be deemed to
be due to the liquidator himself ;
(g) appoint an agent to do any business which the liquidator is unable to
do himself ; and
(h) do all other things as may be necessary for winding-up the affairs of
the company and distributing its assets.
(3) The exercise by the liquidator in a winding-up by the Court of the
powers conferred by this section shall be subject to the control of the Court,
and any creditor or contributory may apply to the Court with respect to any
exercise or proposed exercise of any of those powers.

  1. If during the winding-up of a company by the court a person other
    than the official receiver is appointed liquidator, he shall give the official receiver
    such information and access to and facilities for inspecting the books and
    documents of the company, and generally any aid requisite or necessary for
    enabling that officer to perform his duties under this Act.
    590.—(1) Subject to the provisions of this Act, the liquidator of a company
    being wound up by the Court shall, in the administration and distribution of the
    assets of the company among its creditors, have regard to directions given by
    resolution of the creditors or contributories at any general meeting, or by the

Liquidator
to give
information,
to official
receiver.
Exercise and
control of
liquidator’s
powers.

A 308 2020 No. 3 Companies and Allied Matters Act, 2020
Committee of Inspection and directions given by the creditors or contributories
at any general meeting shall, in case of conflict, override directions given by
the Committee of Inspection.
(2) The liquidator may summon general meetings of the creditors or
contributories for the purpose of ascertaining their wishes, and it shall be his
duty to summon meetings at such times as the creditors or contributories by
resolution either at the meeting appointing the liquidator or otherwise, may
direct, or whenever requested in writing to do so by one tenth in value of the
creditors or contributories, as the case maybe.
(3) The liquidator may apply to the Court in the manner prescribed for
directions in relation to any particular matter arising under the winding-up.
(4) Subject to the provisions of this Act, the liquidator shall use his own
discretion in the management of the estate and its distribution among the
creditors.
(5) Any person aggrieved by an act or decision of the liquidator, may
apply to the Court for such order as it deems just and the Court may confirm,
reverse, or modify the act or decision.
591.—(1) Every liquidator of a company being wound up by the Court
shall, in such manner and at such times as the Commission directs, pay moneys
received by him into the public fund of the Federation kept by the Commission
for the purposes of this Act known as “the Companies Liquidation Account”,
and the Accountant-General of the Federation shall furnish him with a certificate
of receipt for the money so paid.
(2) If the Committee of Inspection satisfies the Commission that for the
purpose of carrying on the business of the company or of obtaining advances, or
for any other reason, it is for the advantage of the creditors or contributories that
the liquidator should have an account with any bank, the Commission shall, on
the application of the Committee of Inspection, authorise the liquidator to make
his payments into and out of such bank in Nigeria as the committee may select,
and thereupon those payments shall be made in the prescribed manner.
(3) If the liquidator of a company being wound up, at any time retains for
more than 10 days an amount in excess of either N50,000 or such other amount
as the Commission may approve, and fails to satisfy the Commission as to the
need for the retention of that amount beyond that time, the liquidator shall pay
interest on the amount so retained in excess, at the rate of 20% per annum,
and shall be liable to—
(a) disallowance of the whole or such part of his remuneration as the
Commission deems fit ; and

Payments by
liquidator
into
companies’
liquidation
account.

Companies and Allied Matters Act, 2020 2020 No. 3 A 309
(b) removal from office, and in addition, he shall be liable to pay any
expenses occasioned by the retention.
(4) A liquidator of a company which is being wound up by the Court
shall not pay any sums received by him as liquidator into his private banking
account.
592.—(1) Every liquidator of a company being wound up by the Court
shall, at such times as may be prescribed, but not less than twice in each year
during his tenure of office, send to the Commission an account of his receipts
and payments as liquidator.
(2) The account shall be in duplicate in the prescribed form, and shall be
verified by a statutory declaration in the prescribed form.
(3) The Commission shall cause the account to be audited, and for the
purpose of the audit, the liquidator shall furnish the Commission with such
vouchers and information as the Commission may require, and the Commission
may at any time require the production of, and may inspect, any book or
account kept by the liquidator.
(4) When the account has been audited, one copy shall be filed and kept
by the Commission, and the other copy shall be with the Court and each shall
be open to inspection by any creditor or other person interested, on payment
of the prescribed fee.
(5) The Commission shall cause the account when audited, or a summary
of it, to be printed, and shall send a printed copy of the account or summary by
post to every creditor and contributory.

  1. Every liquidator of a company which is being wound up by the
    Court shall, in the manner prescribed, keep proper books in which he shall
    cause to be made entries or minutes of proceedings at meetings and of other
    matters as may be prescribed, and a creditor or contributory may, subject to
    the control of the Court, personally or by his agent inspect the books.
    594.—(1) Where the liquidator of a company being wound up by the
    Court has realised all the property of the company, or so much of it as may, in
    his opinion, be realised without needlessly protracting the liquidation, and has
    distributed a final dividend, if any, to the creditors, adjusted the rights of the
    contributories among themselves, and made a final return, if any, to the
    contributories, has resigned, or has been removed from his office, the
    Commission shall, on the application of the liquidator, cause a report on the
    accounts of the liquidator to be prepared.

Audit of
liquidator’s
account.

Books to be
kept by
liquidator.

Release of
liquidator.

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(2) The Commission shall consider the report referred to in subsection
(1) together with any objection that may be raised by a creditor, contributory,
or person interested against the release of the liquidator, and may grant or
withhold the release as it deems fit subject to an appeal to the Court.
(3) If the release of a liquidator is withheld, the Court may, on the
application of any creditor, contributory, or person interested, make such order
as it deems just, charging the liquidator with the consequences of any act or
default which he may have done or made contrary to his duty.
(4) An order of the Commission releasing the liquidator shall discharge
him from all liability in respect of any act done or default made by him in the
administration of the affairs of the company, or otherwise in relation to his
conduct as liquidator, and the order may be revoked on proof that it was
obtained by fraud, suppression or concealment of any material fact.
(5) Where the liquidator has not previously resigned or been removed,
his release shall operate as a removal from his office.
595.—(1) The Commission shall take cognisance of the conduct of
liquidators of companies which are being wound up by the Court and if a
liquidator does not faithfully perform his duties and duly observe all the
requirements imposed on him by any enactment, or other- wise with respect
to the performance of his duties, or if any complaint is made to the Commission
by a creditor or contributory in that regard, the Commission shall inquire into
the matter, and may take such action thereon as it deems fit, including the
direction of a local investigation of the books and vouchers of the liquidator.
(2) The Commission may, at any time, require the liquidator of a company

being wound up by the Court to answer any inquiry in relation to any winding-
up in which he is engaged and if the Commission deems fit, it may apply to the

Court to examine the liquidator or any other person on oath concerning the
winding-up.

COMMITTEE OF INSPECTION, SPECIAL MANAGER
596.—(1) Where a winding-up order is made by the Court, the separate
meetings of creditors and contributories summoned for the purpose of
determining whether or not to apply to the court for an order appointing a
liquidator in place of the official receiver, shall determine whether or not an
application should be made to the court for the appointment of a Committee of
Inspection to act with the liquidator, and to determine who are to be members
of the Committee, if the appointment is made.

Control over
liquidators.

Power to
appoint
committee of
inspection
after meeting
of creditors
and others.

Companies and Allied Matters Act, 2020 2020 No. 3 A 311
(2) The Court may make any appointment and order required to give
effect to any determination under this section and if there is a difference
between the determinations of the meetings of the creditors and contributories
in respect of the matters aforesaid, the court shall decide the difference and
make any order it deems necessary.
597.—(1) A Committee of Inspection appointed under this Act shall
consist of creditors and contributories of the company or persons holding
general powers of attorney from creditors or contributories in the proportions
as may be agreed on by the meetings of creditors and contributories or as, in
case of difference, may be determined by the Court.
(2) A Committee of Inspection shall meet at the time appointed, and
there shall be a meeting at least once in every month during its existence, but
the liquidator or any member of the Committee may convene a meeting as
and when necessary.
(3) A meeting of a Committee of Inspection shall be deemed convened if
a majority of members are present, and at the meeting of the Committee of
Inspection may act by a majority of the members present.
(4) A member of the Committee of Inspection may resign by notice in
writing signed by him and delivered to the liquidator.
(5) If a member of the Committee of Inspection becomes bankrupt,
compounds or arranges with his creditors, is absent from five consecutive
meetings of the Committee of Inspection without leave of those members
who, together with himself, represent the creditors or contributories, as the
case may be, his office shall thereupon become vacant.
(6) A member of the Committee of Inspection may be removed by an
ordinary resolution at a meeting of creditors if he represents creditors, or
of contributories if he represents contributories, of which seven days’ notice
has been given, stating the object of the meeting.
(7) On a vacancy occurring in the Committee of Inspection, the liquidator
shall immediately summon a meeting of creditors or contributories, as the case
may require, to fill the vacancy, and the meeting may, by resolution, reappoint
the same or appoint another creditor or contributory to fill the vacancy :
Provided that if the liquidator, having regard to the position in the winding-up, is
of the opinion that it is unnecessary for the vacancy to be filled he may apply to
the court and the Court may make an order that the vacancy shall not be filled,
or shall be filled in the circumstances as may be specified in the order.
(8) The continuing members of the Committee of Inspection, if not less
than two, may act notwithstanding any vacancy in the Committee of Inspection.

Powers, etc.
of committee
of
inspection.

A 312 2020 No. 3 Companies and Allied Matters Act, 2020

  1. Where, in the case of winding-up, there is no Committee of
    Inspection, the Commission may, on the application of the liquidator, if it deems
    fit, do any thing or give any direction or permission which is by this Act
    authorised or required to be done or given by the Committee of Inspection.
    599.—(1) Where the official receiver becomes the liquidator of a
    company, whether provisionally or otherwise, he may, if satisfied that the nature
    of the estate or business of the company, interests of the creditors or
    contributories generally, require the appointment of a special manager of the
    estate or business of the company other than himself, apply to the Court for
    an order appointing a special manager to act during such time as the Court
    may direct, with the powers, including those of a receiver or manager, as may
    be entrusted to him by the Court and the Court may make any order necessary.
    (2) A special manager appointed under this section shall receive
    remuneration as fixed by the Court and shall give security and account in such
    manner as the Commission directs.
  2. Where application is made to the Court to appoint a receiver on
    behalf of the debenture holders or other creditors of a company being wound
    up by the Court, the official receiver may be so appointed.
    GENERAL POWERS OF COURT IN CASE OF WINDING-UP BY COURT
    601.—(1) The Court may, at any time after an order for winding-up, on
    the application either of a liquidator, the official receiver or a creditor or
    contributory and on proof to the satisfaction of the Court that all proceedings
    in relation to the winding-up ought to be stayed, make an order staying the
    proceedings either altogether or for a limited time, on such terms and conditions
    as the Court deems fit.
    (2) The Court may, at any time after an order for winding-up, on the
    application either of the liquidator or a creditor, and after having regard to the
    wishes of the creditors and contributories, make an order directing that the
    winding-up, ordered by the Court, shall be conducted as a creditors’ voluntary
    winding-up, and if the Court does so, the winding-up shall be so conducted.
    (3) On any application under this section, the Court may, before making
    an order, require the official receiver to furnish to the Court a report with
    respect to any facts or matters which are in his opinion relevant to the
    application.
    (4) A copy of every order made under this section shall immediately be
    forwarded by the company, or otherwise as may be prescribed, to the
    Commission which shall make a minute of the order in its books relating to the
    company.

Powers
where no
committee of
inspection is
appointed.
Power to
appoint
special
manager.

Official
receiver as
receiver for
debenture
holders.
Power to
stay
winding-up.

Companies and Allied Matters Act, 2020 2020 No. 3 A 313
(5) If default is made in lodging a copy of an order made under this
section with the Commission as required by subsection (4), every officer of
the company or other person who authorises or permits the default shall be
liable to a penalty as may be prescribed by regulation.
602.—(1) As soon as may be after making a winding-up order, the
Court shall settle a list of contributories, and may rectify the register of members
in all cases where rectification is required in under this Act, and the Court
shall cause the assets of the company to be collected, and applied in discharge
of its liabilities.
(2) Where it appears to the Court that it will not be necessary to make
calls on or adjust the rights of contributories, the Court may dispense with the
settlement of a list of contributories.
(3) In settling the list of contributories, the Court shall distinguish between
persons who are contributories in their own right and persons who are
contributories as being representatives of or liable for the debts of others.

  1. The Court may, at any time after making a winding-up order require
    a contributory for the time being on the list of contributories and any trustee,
    receiver, banker, agent, or officer of the company to pay, deliver, convey,
    surrender or transfer immediately, or within such time as the Court directs, to
    the liquidator, money, property, or books and papers in his hands, to which the
    company is prima facie entitled.
    604.—(1) The Court may, at any time after making a winding-up order,
    make an order on any contributory for the time being on the list of contributories
    to pay, in the manner directed by the order any money due from him or from
    the estate of the person whom he represents to the company, exclusive of any
    money payable by him or the estate by virtue of any call under this Act.
    (2) The Court making an order under this section in the case of—

(a) an unlimited company, may allow to the contributory by way of set-
off any money due to him or to the estate which he represents from the

company of any independent dealing or contract with the company, but not
any money due to him as a member of the company in respect of any
dividend or profit ; and
(b) a limited company, may make to any director or manager whose
liability is unlimited or to his estate, the allowances in paragraph (a).
(3) In the case of any company, limited or unlimited, when all the creditors
are paid in full, the money due on any account to a contributory from the
company may be allowed to him by way of set-off against any subsequent
call.

Settlement
of list of
contributories
and
application
of assets.

Delivery of
property to
liquidator.

Payments
by
contributory
to company
and set-off
allowance.

A 314 2020 No. 3 Companies and Allied Matters Act, 2020
605.—(1) The Court may, at any time after making a winding-up order
and either before or after it has ascertained the sufficiency of the assets of
the company, make calls on all or any of the contributories for the time being
settled on the list of the contributories to the extent of their liability, for payment
of any money which the Court considers necessary to satisfy the debts and
liabilities of the company, the costs, charges and expenses of winding-up, the
adjustment of the rights of the contributories among themselves, and make an
order for payment of the calls made.
(2) In making a call under this section, the Court shall take into
consideration the probability that some of the contributories may fail, wholly
or partially to pay for the call.
606.—(1) The Court may order any contributory, purchaser or other
person from whom money is due to the company to pay it into the company’s
liquidation account referred to in section 591 of this Act to the account of the
liquidator instead of directly to the liquidator and the order may be enforced in
the same manner as if it had directed payment to the liquidator.
(2) Moneys and securities paid or delivered into the company’s liquidation
account in the event of a winding-up by the Court shall be subject in all respects
to any relevant order of the Court.
607.—(1) An order made by the Court on a contributory shall, subject to
any right of appeal, be conclusive evidence that money, if any thereby appearing
to be due or ordered to be paid, is due.
(2) All other pertinent matters stated in the order shall be taken to be
truly stated as against all persons and in all proceedings, except proceedings
against the land of a deceased contributory, when the order shall be only
prima facie evidence for the purpose of charging his land, unless his heirs or
devisees were on the list of contributories at the time the order was made.

  1. The Court may fix a time or times within which creditors are to
    prove their debts or claims, or be excluded from the benefit of any distribution
    made before those debts are proved.
  2. The Court shall adjust the right of the contributories among
    themselves and distribute any surplus among the persons entitled thereto.
    610.—(1) The Court may, at any time after making a winding-up order,
    make such order for inspection of the books and papers of the company by
    creditors and contributories as the Court deems just, and books and papers in
    the possession of the company may be inspected by creditors or contributories
    accordingly, but not further or otherwise.

Power of the
Court to
make calls.

Power to
order
payment
into
companies’
liquidation
account.

Order on
contributory
to be
conclusive
evidence.

Power to
exclude
creditors not
proving in
time.
Adjustments
of rights of
contributories.
Inspection
of books by
creditors and
contributories.

Companies and Allied Matters Act, 2020 2020 No. 3 A 315
(2) Nothing in this section shall be taken as excluding or restricting any
statutory rights of a government department or person acting under the authority
of a government department.

  1. The Court may, in the event of the assets being insufficient to
    satisfy the liabilities, make an order as to the payment out of the assets of the
    costs, charges and expenses incurred in the winding-up in such order of priority
    as the Court deems just.
    612.—(1) The Court may, at any time after the appointment of a
    provisional liquidator or the making of a winding-up order, summon before
    it any officer of the company or person known or suspected to have in his
    possession any property of the company or supposed to be indebted to the
    company, or any person who the court deems capable of giving information
    concerning the promotion, formation, trade, dealings, affairs or property
    of the company.
    (2) The Court may examine on oath any person summoned concerning
    the matters under subsection (1) either by word of mouth or on written
    interrogatories, reduce his answers to writing and require him to sign them.
    (3) The Court may require any person summoned under subsection (1),
    to produce books and papers in his custody or power relating to the company
    but, where the person claims a lien on books or papers produced by him, the
    production is without prejudice to the lien, and the court shall have jurisdiction
    in the winding-up to determine all questions relating to that lien.
    (4) If a person summoned under subsection (1), after being tendered a
    reasonable sum for his expenses, refuses to come before the Court at the time
    appointed, not having lawful impediment (made known to the Court at the
    time of its sitting and allowed by it), the Court may cause him to be apprehended
    and brought before the Court for examination.
    613.—(1) Where an order is made for winding-up a company by the
    Court and the official receiver makes a further report under this Act stating
    that in his opinion a fraud has been committed by a person in the promotion or
    formation of the company, or by any director or other officer of the company
    in relation to the company since its formation, the Court may, after consideration
    of the report, direct that a person who has taken part in the promotion or
    formation of the company, or has been a director or officer of the company,
    shall attend before the Court on a day appointed by the court for that purpose,
    and be publicly examined as to the promotion or formation or the conduct of
    the business of the company, or as to his conduct and dealing as director or
    officer thereof.

Power to
order costs

of winding-
up to be

paid out of
assets.
Power to
summon
persons
suspected
of having
property of
company,
etc.

Power to
order public
examination
of
promoters,
etc.

A 316 2020 No. 3 Companies and Allied Matters Act, 2020
(2) The official receiver shall take part in the examination, and for that
purpose may, if specially authorised by the Commission in that behalf, employ
a legal practitioner.
(3) The liquidator, where the official receiver is not the liquidator, and a
creditor or contributory, may also take part in the examination, either personally
or by a legal practitioner.
(4) The Court may put such questions to the person examined as the
Court deems fit.
(5) The person examined shall be examined on oath, and shall answer all
such questions as the Court may put or allow to be put to him.
(6) A person ordered to be examined under this section shall, at his own
cost, before his examination, be furnished with a copy of the official receiver’s
report, and may, at his own cost, employ a legal practitioner who shall be at
liberty to put to him such questions as the Court may deem just for the purpose
of enabling him to explain or qualify any answers given by him :
Provided that the person applies to the Court to be exculpated from charges
made or suggested against him, the official receiver shall appear on the hearing
of the application and call the attention of the Court to any matters which appear
to the official receiver to be relevant, and if the Court after hearing any evidence
given or witnesses called by the official receiver, grants the application, the
Court may allow the applicant such costs as in its discretion it may deem fit.
(7) Notes of the examination shall be taken down in writing, and shall be
read over to or by, and signed by, the person examined and may, thereafter be
used in evidence against him and shall be open to the inspection of any creditor
or contributory at all reasonable times.
(8) The Court may, if it deems fit, adjourn the examination.
(9) An examination under this section may, if the Court directs, and
subject to general rules made under section 616 of this Act, be held before
any magistrate, and the powers of the court under this section as to the conduct
of the examination but not as to costs, may be exercised by the magistrate
before whom the examination is held.

  1. The Court, at any time either before or after making a winding-up
    order, on proof of probable cause for believing that a contributory is about to
    quit Nigeria or otherwise abscond, remove or conceal any of his property for
    the purpose of evading payment of calls, or of avoiding examination with
    respect to the affairs of the company, may cause the contributory to be arrested,
    and his books, papers and movable personal property, to be seized, and him
    and them to be kept safely until the time which the Court may order.

Power to
arrest
absconding
contributory.

Companies and Allied Matters Act, 2020 2020 No. 3 A 317

  1. A power by this Act conferred on the court shall be in addition to
    and not in restriction of existing powers of instituting proceedings against
    contributory or debtor of the company, or the estate of a contributory or debtor,
    for the recovery of any call or other sums.
    616.—(1) Provision may be made by rules for enabling or requiring all
    or any of the powers and duties conferred and imposed on the Court by this
    Act, in respect of the matters following, to be exercised or performed by the
    liquidator as an officer of the Court, and subject to the control of the Court,
    that is to say, the powers and duties of the Court in respect of—
    (a) holding and conducting of meetings to ascertain the wishes of creditors
    and contributories ;
    (b) settling of lists of contributories and the rectifying of the register of
    members where required, and the collecting and applying of the assets ;
    (c) requiring delivery of property or documents to the liquidator ;
    (d) making of calls ; and
    (e) fixing of a time within which debts and claims shall be proved.
    (2) Nothing in this section shall authorise the liquidator, without the special
    leave of the Court, to rectify the register of members, or, without either the
    special leave of the Court or the sanction of the Committee of Inspection, to
    make any call.
    617.—(1) If the affairs of a company have been fully wound up and the
    liquidator makes an application in that behalf, the court shall order the dissolution
    of the company and the company shall be dissolved accordingly from the date
    of the order.
    (2) A copy of the order shall, within 14 days from the date when made,
    be forwarded by the liquidator to the Commission who shall make in its books
    a minute of the dissolution of the company.
    (3) If the liquidator makes default in complying with the requirements of
    this section, he shall be liable to a penalty as may be prescribed by the Regulation
    for every day during which he is in default.

ENFORCEMENT OF AND APPEALS FROM ORDERS

  1. An order made by a court under this Act may be enforced in the
    same manner as orders made in any action pending therein.
  2. Subject to rules of Court, an appeal from any order or decision
    made or given in the winding-up of a company by the Court under this Act,
    shall lie in the same manner and subject to the same conditions as an appeal
    from any order or decision of the court in cases within its ordinary jurisdiction.

Powers of
Court
cumulative.

Delegation
to liquidator
of certain
powers of
Court.

Dissolution
of company.

Power to
enforce
orders.
Appeals
from orders.

A 318 2020 No. 3 Companies and Allied Matters Act, 2020
CHAPTER 22—VOLUNTARY WINDING-UP

RESOLUTIONS FOR AND COMMENCEMENT OF VOLUNTARY WINDING-UP
620.—(1) Any company may be wound up voluntarily—
(a) when the period, if any, fixed for the duration of the company by the
articles expires, or the event, if any, occurs, on occurrence of which the
articles provided that the company is to be dissolved and the company in
general meeting has passed a resolution requiring the company to be wound
up voluntarily ;
(b) if the company resolves by special resolution that the company be
wound up.
(2) References in this Act to a “resolution for voluntary winding-up”
means a resolution passed under any of the paragraphs of this section.
621.—(1) If a company passes a resolution for voluntary winding-up it
shall, within 14 days after the passing of the resolution, give notice of the
resolution by advertisement in the Federal Government Gazette or two daily
newspapers and to the Commission.
(2) If default is made in complying with this section, the company and
each officer of the company who is in default is liable to a penalty in such
amount as the Commission may specify in its regulations and for the purposes
of this subsection the liquidator of the company shall be deemed to be an
officer of the company.

  1. A voluntary winding-up shall be deemed to commence at the time
    of the passing of the resolution for voluntary winding-up.
  2. In case of voluntary winding-up, the company shall, from the
    commencement of the winding-up, cease to carry on its business, except so
    far as may be required for the beneficial winding-up thereof :
    Provided that the corporate state and powers of the company shall,
    notwithstanding anything to the contrary in its articles, continue until it is
    dissolved.
  3. A transfer of shares, not being a transfer made to or with the
    sanction of the liquidator, and any alteration in the status of the members

of the company, made after the commencement of a voluntary winding-
up, shall be void.

Circumstances
in which
company
may be
wound-up
voluntarily.

Notice of
resolution to
wind-up
voluntarily.

Commence-
ment of

voluntary
winding-up.
Effect of
voluntary
winding-up
on business
of company.

Avoidance
of transfer,
etc, after

commence-
ment of

voluntary
winding-up.

Companies and Allied Matters Act, 2020 2020 No. 3 A 319

DECLARATION OF SOLVENCY

625.—(1) Where on or after the commencement of this Act, it is
proposed to wind up a company voluntarily, the directors of the company or, in
the case of a company having more than two directors, the majority of the
directors, may at a meeting of the directors make a statutory declaration to
the effect that they have made a full inquiry into the affairs of the company
and that, having done so, they have formed the opinion that the company will
be able to pay its debts in full within a period, not exceeding 12 months from
the commencement of the winding-up, as is specified in the declaration.
(2) A declaration made under subsection (1) does not have effect for
the purposes of this Act unless it—
(a) is made within the five weeks immediately preceding the date of the
passing of the resolution for winding-up the company and the statutory
declaration and resolution are delivered to the Commission for registration
within 15 days after passing the resolution ; and
(b) embodies a statement of the company’s assets and liabilities as at
the latest practicable date before making the declaration.
(3) A director of a company making a declaration under this section
without having reasonable grounds for the opinion that the company will be
able to pay its debts in full within the period specified in the declaration, commits
an offence and is liable on conviction to a fine as the Court deems fit or to
imprisonment for a term of three months, or to both, and if the company is
wound-up under a resolution passed within the period of five weeks after
making the declaration, and if its debts are not paid or provided for in full
within the period stated in the declaration, it is presumed, until the contrary is
shown, that the director did not have reasonable grounds for his opinion.
(4) A winding-up in any case where a declaration has been made and
delivered in accordance with this section, shall in this Act be referred to as “a
members’ voluntary winding-up” and a winding-up in any case where a
declaration has not been made and delivered as aforesaid shall in this Act be
referred to as “a creditors’ voluntary winding-up”.
(5) Subsections (1)-(3) shall not apply to a winding-up commenced before
the commencement of this Act.
PROVISIONS APPLICABLE TO A MEMBERS’ VOLUNTARY WINDING-UP

  1. Sections 627-633 of this Act, subject to the alternative provision in
    section 632 of this Act, apply in relation to a members’ voluntary winding-up.
    Statutory
    declaration
    of solvency
    where
    proposal to
    wind- up
    voluntarily.

Provisions
applicable to
a members’
voluntary
winding-up.

A 320 2020 No. 3 Companies and Allied Matters Act, 2020
627.—(1) The company in general meeting shall appoint one or more
liquidators for the purpose of winding-up the affairs and distributing the assets
of the company, and may fix the remuneration to be paid to him or them.
(2) If a liquidator is appointed under this section, all the powers of the
directors shall cease, except so far as the company in general meeting or the
liquidator sanctions the continuance thereof.
628.—(1) If a vacancy occurs by death, resignation or otherwise in the
office of a liquidator appointed by the company, the company in general meeting
may, subject to any arrangement with its creditors, fill the vacancy and for
that purpose a general meeting may be convened by a contributory or, if there
were more liquidators than one, by the continuing liquidators.
(2) The general meeting shall be held in the manner provided by this Act
or by the articles, or in such manner as may, on application by a contributory
or by the continuing liquidators, be determined by the Court.
629.—(1) If, in the case of a winding-up commenced after the
commencement of this Act, the liquidator is, at any time, of the opinion that
the company will not be able to pay its debts in full within the period stated in
the declaration under section 625 of this Act, he shall immediately summon a
meeting of the creditors, and lay before the meeting a statement of the assets
and liabilities of the company.
(2) If the liquidator fails to comply with this section, he is liable to a
penalty in such amount as the Commission shall specify in its regulations.
630.—(1) Subject to the provisions of section 632 of this Act, in the
event of the winding-up continuing for more than one year, the liquidator shall
summon a general meeting of the company at the end of the first year from
the commencement of the winding-up, and of each succeeding year, or at the
first convenient date within three months from the end of the year or such
longer period as the Commission may allow, and shall lay before the meeting
an account of his acts and dealings and of the conduct of the winding-up
during the preceding year :
Provided that the account shall be sent to all the members of the company not
later than 14 days before the date of the meeting.
(2) If the liquidator fails to comply with this section, he is liable to a
penalty in such amount as the Commission shall specify in its regulations.
631.—(1) Subject to the provisions of section 632 of this Act, as soon as
the affairs of the company are fully wound up, the liquidator shall prepare an
account of the winding-up, showing how the winding-up has been conducted
and the property of the company has been disposed of and when the account

Power to
appoint
liquidators.

Power to fill
vacancy in
office of
liquidators.

Liquidator
to call
creditors’
meeting on
insolvency.

Liquidator to
call general
meeting at
end of each
year.

Final
meeting and
dissolution.

Companies and Allied Matters Act, 2020 2020 No. 3 A 321
is prepared, he shall call a general meeting of the company for the purpose of
laying before it the account, and giving any explanation thereof.
(2) The meeting shall be called by notice published in the Federal
Government Gazette and in two newspapers printed in Nigeria and circulating
in the locality where the meeting is being called, specifying the time, place and
object of, and published at least one month before the meeting.
(3) Within seven days after the meeting, the liquidator shall send to the
Commission a copy of the account, and shall make a return to it of the holding
of the meeting, its date and if the copy is not sent or the return is not made in
accordance with this subsection, the liquidator is liable to a penalty in such
amount as the Commission shall specify in its regulations for every day during
which the default continues :
Provided that if a quorum is not present at the meeting, the liquidator shall, in
lieu of the return hereinbefore mentioned, make a return that the meeting was
duly summoned and that no quorum was present and upon such a return being
made, the provisions of this subsection as to the making of the return shall be
deemed to have been complied with.
(4) The Commission, on receiving the account and the appropriate return,
shall forthwith register them, and on the expiration of three months from the
registration of the return, the company is deemed dissolved :
Provided that the Court may, on the application of the liquidator or of any other
person who appears to the Court to be interested, make an order deferring the
date at which the dissolution of the company is to take effect for such time as
the Court deems fit.
(5) The person on whose application an order of the Court under this
section is made shall, within seven days after the order is made, deliver to
the Commission a certified true copy of the order for registration, and if
that person fails to do so, he is liable to a penalty for every day during
which the default continues in such amount as the Commission shall specify
in its regulations.
(6) If the liquidator fails to call a general meeting of the company as
required by this section, he is liable to a penalty in such amount as the Commission
shall specify in its regulations.

  1. Where section 629 of this Act has effect, sections 640 and 641
    shall apply to the winding-up to the exclusion of the two last foregoing
    sections, as if the winding-up were a creditors’ voluntary winding-up and
    not a members’ voluntary winding-up :
    Provided that the liquidator shall not be required to summon a meeting of
    creditors under section 640 of this Act at the end of the first year from the

Alternative
provisions
as to annual
and final
meetings in
insolvency
cases.

A 322 2020 No. 3 Companies and Allied Matters Act, 2020
commencement of the winding-up, unless the meeting held under section
629 of this Act is held more than three months before the end of that year.
633.—(1) The liquidator in a members’ voluntary winding-up shall—
(a) keep—
(i) proper records and books of account with respect to his acts and
dealings, the conduct of the winding-up, and
(ii) all receipts and payments by him ; and
(b) if he carries on the business of the company, keep a distinct account
of the trading.
(2) In the event of the winding-up continuing for more than a year, the
liquidator shall summon a general meeting of the company at the end of the
first year from the commencement of the winding-up and of each succeeding
year, or at the first convenient date within three months of the end of the year
or such longer period as the Commission may allow, and shall lay before the

meeting an account of his acts and dealings and of the conduct of the winding-
up during the preceding year and of the trading during such time as the business

of the company has been carried on, and within 28 days thereafter shall send
a copy of such accounts to the Commission for registration.
(3) As soon as the affairs of the company are fully wound up, the
liquidator shall prepare and send to every member of the company final accounts
of the winding-up showing how the winding-up has been conducted, the result
of the trading during such time as the business of the company has been
carried on, and how the property of the company has been disposed of, and
thereupon shall convene a general meeting of the company for the purpose of
laying before it such accounts and of giving an explanation thereof.
(4) Within 28 days after the meeting referred to in the immediately
preceding subsection, the liquidator shall send to the Commission for registration
copies of the accounts laid before the meeting and a statement of the holding
of the meeting and of its date :
Provided that if a quorum was not present at the meeting the liquidator, in lieu
of the statement hereinbefore mentioned, shall send a statement that the meeting
was duly convened and that no quorum was present thereat.
(5) The records, books and accounts referred to in this section shall be in
such form, if any, as the Commission may prescribe and shall give a true and
fair view of the matters therein recorded and of the administration of the
company’s affairs and of the winding-up.
(6) The accounts referred to in subsections (2) and (3), shall be audited
by the auditor of the company prior to being laid before the company in

Books and
accounts
during
members’
voluntary
winding-up.

Companies and Allied Matters Act, 2020 2020 No. 3 A 323
general meeting in accordance with such subsections and the auditors shall
state in a report annexed thereto whether, in their opinion and to the best of
their information—
(a) they have obtained all the information and explanations necessary
for the purpose of their audit ; and
(b) proper books and records have been maintained by the liquidator in
accordance with this Act, and such accounts are in accordance with the
books and records and give all the information required by this Act in the
manner therein required and give a true and fair view of the matters stated
in such accounts :
Provided that such audit and auditors’ report shall not be required if—
(i) the liquidator, or one of the liquidators if more than one, is duly
qualified under the provisions of this Act for appointment as auditor of a
public company, and
(ii) on or after his appointment as liquidator, the company resolved by
special resolution that the accounts shall not be audited in accordance
with this subsection.
(7) Meetings required to be convened under this section or subsection
(6), shall be convened and held, in accordance with the provisions of this Act
and the regulations of the company relating to general meetings.
(8) The liquidator shall preserve the books and papers of the company
and of the liquidator for five years from the dissolution of the company but
thereafter may destroy such books and papers unless the Commission shall
otherwise direct, in which event he shall not destroy the same until the
Commission consents in writing.
(9) If a liquidator fails to comply with any of the provisions of this section,
he is liable to a penalty for each in such amount as the Commission shall
specify in its regulations.
PROVISIONS APPLICABLE TO A CREDITORS’ VOLUNTARY WINDING-UP

  1. The provisions of sections 635-641 of this Act apply in relation to a
    creditors’ voluntary winding-up.

635.—(1) The company shall cause a meeting of the creditors of the
company to be summoned for the day, or the day next following, on which

there is to be held the meeting at which the resolution for voluntary winding-
up is to be proposed, and shall cause the notices of the meeting of creditors to

be sent by post to the creditors simultaneously with the sending of the notices
of the meetings of the company.

Provisions
applicable to
creditors’
winding-up
voluntarily.
Meeting of
creditors.

A 324 2020 No. 3 Companies and Allied Matters Act, 2020
(2) The company shall cause notice of the meeting of the creditors to be
published once in the Federal Government Gazette and once at least in two
daily newspapers printed in Nigeria and circulating in the district where the
registered office or principal place of business of the company is situate.
(3) The directors of the company shall—
(a) cause a full statement of the position of the company’s affairs,
including—
(i) particulars of the company’s assets,
(ii) debts and liabilities together with a list of the creditors of the
company, and
(iii) the estimated amount of their claims to be forwarded to each
creditor not later than 14 days before the date of the meeting to be held
by the directors and at which the statement shall be laid ; and
(b) appoint one of them to preside at the meeting.
(4) It is the duty of the director so appointed to attend and preside over
the meeting.
(5) If the meeting of the company at which the resolution for voluntary
winding-up is to be proposed, is adjourned and the resolution is passed at an
adjourned meeting, any resolution passed at the meeting of the creditors held
under subsection (1) shall have effect as if it had been passed immediately
after the passing of the resolution for winding-up of the company.
(6) If default is made by—
(a) the company in complying with subsection (1) or (2) ;
(b) the directors of the company in complying with subsection (3) ;
(c) any director of the company appointed to preside, in complying with
subsection (4),
the company, directors or director, as the case may be, shall be liable to a
penalty in such amount as the Commission shall specify in its regulations and
in the case of default by the company, each officer of the company is liable to
the like penalty.
636.—(1) The creditors and the company at their respective meetings
mentioned in section 635 of this Act may nominate a person to be liquidator for
the purpose of winding-up the affairs and distributing the assets of the company,
and if the creditors and the company nominate different persons, the person
nominated by the creditors shall be liquidator, and if no person is nominated by
the creditors the person if any, nominated by the company, shall be liquidator :
Provided that in the case of different persons being nominated, any director,
member or creditor of the company may, within seven days after the date on

Appointment
of liquidator
and cesser of
directors’
powers.

Companies and Allied Matters Act, 2020 2020 No. 3 A 325
which the nomination was made by the creditors, apply to the Court for an order
directing that the persons nominated as liquidator by the company shall be liquidator
instead of or jointly with the person nominated by the creditors, or appointing
some other person to be liquidator instead of the person appointed by the creditors.
(2) On the appointment of a liquidator, all the powers of the directors
shall cease, except there is a Committee of Inspection, or if there is no such
committee, the creditors shall sanction the continuance.

  1. (1) The creditors, at the meeting to be held under section 635 of
    this Act or at any subsequent meeting, may, if they think fit, set up a Committee
    of Inspection consisting of not more than five persons, and if such a committee
    is set up, the company may, either at the meeting at which the resolution for
    voluntary winding-up is passed or at any time subsequently in general meeting,
    appoint such number of persons as they think fit to act as members of the
    committee not exceeding five in number :
    Provided that the creditors may, if they think fit, resolve that all or any of the
    persons so appointed by the company shall not be members of the Committee
    of Inspection, and if the creditors so resolve, the persons mentioned in the
    resolution shall not, unless the Court otherwise directs, be qualified to act as
    members of the committee, and on any application to the Court under this
    provision the Court may, if it thinks fit, appoint other persons to act as such
    members in place of the persons mentioned in the resolution.
    (2) Subject to the provisions of this section and to general rules made
    under this Act, the provisions of section 597 of this Act (except subsection
    (1)), shall apply with respect to a committee of inspection appointed under this
    section as they apply with respect to a Committee of Inspection appointed in
    a winding-up by the Court.
  2. The Committee of Inspection, or if there is no such committee, the
    creditors, may fix the remuneration to be paid to the liquidator or liquidators.
  3. If a vacancy occurs, by death, resignation or otherwise, in the
    office of a liquidator, other than a liquidator appointed by the direction of the
    Court, the creditors may fill the vacancy.
    640.—(1) Where the winding-up continues for more than one year, the
    liquidator shall summon a general meeting of the company and a meeting of
    the creditors at the end of the first year from the commencement of the
    winding-up, and of each succeeding year, or at the first convenient date within
    three months from the end of year, or such longer period as the Commission
    may allow, and shall lay before the meetings an account of his acts and dealings
    and of the conduct of the winding-up during the preceding year.

Appointment
of committee
of
inspection.

Fixing of
liquidators’
remuneration.
Power to fill
vacancy in
the office of
liquidator.
Liquidator to
call meetings
of company
and others at
the end of
each year.

A 326 2020 No. 3 Companies and Allied Matters Act, 2020
(2) If the liquidator fails to comply with the provisions of this section, he
is liable to a penalty in such amount as the Commission shall specify in its
regulations.
641.—(1) As soon as the affairs of the company are fully wound up, the

liquidator shall prepare an account of the winding-up, showing how the winding-
up has been conducted and the property of the company has been disposed of,

and thereupon he shall call a general meeting of the company and a meeting
of the creditors for the purpose of laying the account before the meetings and
giving any explanation thereof.
(2) Each such meeting shall be called by notice published in the Federal
Government Gazette and in two daily newspapers printed in Nigeria and
circulating in the locality of the registered office of the company, specifying
the time, place and object thereof, and published one month at least before the
meeting.
(3) Within seven days after the date of the meeting, or if the meetings
are not held on the same date, after the date of the later meeting, the liquidator
shall send to the Commission a copy of the account, and shall make a return to
it of the holding of the meetings and of their dates, and if the copy is not sent
or the return is not made in accordance with this subsection, the liquidator
shall be liable to a penalty for every day during which the default continues in
such amount as the Commission shall specify in its regulations :
Provided that, if a quorum is not formed at either such meetings the liquidator
shall, in lieu of the return, make a return that the meeting was duly summoned
and that no quorum was present, and upon such a return being made the
provisions of this subsection as to the making of the return are, in respect of
that meeting, deemed to have been complied with.
(4) The Commission, on receiving the account, and, in respect of each
such meeting, either of the returns mentioned above, shall forthwith register
them, and on the expiration of three months from the registration thereof, the
company shall be deemed to be dissolved :
Provided that the Court may, on the application of the liquidator or of any
other person who appears to the Court to be interested, make an order deferring
the date at which the dissolution of the company is to take effect for such time
as the Court thinks fit.
(5) A person on whose application an order of the Court under this
section is made shall, within seven days after the making of the order, deliver
to the Commission a certified true copy of the order for registration, and if
that person fails to do so he is liable to a penalty as prescribed in the regulation
for every day during which the default continues.

Final meeting
and
dissolution.

Companies and Allied Matters Act, 2020 2020 No. 3 A 327
(6) If the liquidator fails to call a general meeting of the company or a
meeting of the creditors as required by this section, he is liable to a penalty as
prescribed in the regulation.
PROVISIONS APPLICABLE TO EVERY VOLUNTARY WINDING-UP

  1. The provisions of sections 643 – 648 of this Act, apply to every voluntary
    winding-up, whether a members’ or a creditors’ winding-up.
  2. Subject to the provisions of this Act as to preferential payments,
    the property of a company shall, on its winding-up, be applied in satisfaction of
    its liabilities pari passu and, subject to such application shall, unless the articles
    otherwise provide, be distributed among the members according to their rights
    and interests in the company.
    644.—(1) The liquidator may—
    (a) in the case of a members’ voluntary winding-up, with the sanction of
    special resolution of the company, and, in the case of a creditors’ voluntary
    winding-up, with the sanction of the court or, the committee of inspection or
    if there is no such committee, a meeting of the creditors, exercise any of
    the powers given by section 588 (1) (d), (e) and (f ) of this Act to a
    liquidator in a winding-up by the Court ;
    (b) without sanction, exercise any of the other powers given by this Act
    to the liquidator in a winding-up by the Court ;
    (c) exercise the power of the Court under this Act of settling a list of
    contributories, and the list of contributories shall be prima facie evidence
    of the liability of the persons named therein to be contributories ;
    (d) exercise the Court’s power of making calls ;
    (e) summon general meetings of the company for the purpose of obtaining
    the sanction of the company by special resolution or for any other purpose
    he may think fit.
    (2) The liquidator shall pay the debts of the company and shall adjust the
    rights of the contributories among themselves.
    (3) Where several liquidators are appointed, any power given by this
    Act may be exercised by such one or more of them as may be determined by
    any number not less than two of the liquidators.
  3. If, in any voluntary winding-up, there is no liquidator acting, the
    Court may appoint a liquidator and in any case the Court may, on cause shown,
    remove a liquidator and appoint another liquidator.

Provisions
applicable to
every
voluntary
winding-up.
Distribution
of property
of company.

Powers of
liquidator in
every
voluntary
winding-up.

Power of
Court to
appoint and
remove
liquidator.

A 328 2020 No. 3 Companies and Allied Matters Act, 2020
646.—(1) The liquidator or any contributory or creditor may apply to
the Court to determine any question arising in the winding-up of a company, to
exercise, as respects the enforcing of calls or any other matter, all or any of
the powers which the Court might exercise if the company were being wound
up by the Court.
(2) If the Court is satisfied that the determination of the question or the
required exercise of power is just and beneficial, it may give effect wholly or
partially to the application on such terms and conditions as it deems fit, or
make such other order as the case may require.
(3) A copy of an order made under this section staying the proceedings
in the winding-up, shall forthwith be forwarded by the company, or otherwise
as may be prescribed, to the Commission, which shall make a minute of the
order in its books relating to the company.

  1. All costs, charges and expenses properly incurred in the winding-
    up, including the remuneration of the liquidator, shall be payable out of the

assets of the company in priority to all other claims.

  1. The voluntary winding-up of a company shall not bar the right of
    any creditor or contributory to have it wound up by the Court, but where the
    applicant for winding-up is a contributory, an order shall not be made unless
    the Court is satisfied that the rights of contributories shall be prejudiced by the
    members’ or creditors’ voluntary winding-up, as the case may be.
    CHAPTER 23—WINDING-UP SUBJECT TO SUPERVISION OF COURT
  2. If a company passes a resolution for voluntary winding-up, the
    Court may on petition order that the voluntary winding-up shall continue but
    subject to such supervision of the Court, and with such liberty for creditors,
    contributories, or others to apply to the Court, and generally on such terms
    and conditions, as the court deems fit.
  3. A petition for the continuance of a voluntary winding-up subject to
    the supervision of the Court shall, for the purpose of giving jurisdiction to the
    Court over actions, be deemed to be a petition for winding-up by the Court.
  4. A winding-up subject to the supervision of the court shall, for the
    purposes of sections 576 and 577 of this Act, be deemed to be a winding-up by
    the Court.
    652.—(1) Where an order is made for a winding-up subject to supervision,
    the Court may, by the same or any subsequent order, appoint an additional
    liquidator.

Power to
apply to
Court to
determine
questions or
exercise
powers.

Costs of
voluntary
winding-up.
Saving of
rights of
creditors and
contributories.

Power to
order
winding-up
subject to
supervision.
Effect of
petition for
winding-up
subject to
supervision.
Application
of sections
576 and 577.
Power of
Court to
appoint and
remove
liquidators.

Companies and Allied Matters Act, 2020 2020 No. 3 A 329
(2) A liquidator appointed by the Court under this section shall have the
same powers, be subject to the same obligations, and in all respects stand in
the same position, as if he had been duly appointed in accordance with the
provisions of this Act with respect to the appointment of liquidators in a
voluntary winding-up.
(3) The Court may remove any liquidator so appointed by the Court or
any liquidator continued under the supervision order, and may fill any vacancy
occasioned by the removal, or by death or resignation.
653.—(1) Where an order is made for a winding-up subject to supervision,
the liquidator may, subject to any restrictions imposed by the Court, exercise
all his powers, without the sanction or intervention of the Court, in the same
manner as if the company were being wound up voluntarily :
Provided that the powers specified in section 588 (1) (d), (e) and (f ) of this
Act shall not be exercised by the liquidator except with the sanction of the
Court or, in a case where before the order for the winding-up was a creditors’
voluntary winding-up, with the sanction of the Court or the committee of
inspection, or (if there is no such committee) a meeting of the creditors.
(2) A winding-up subject to the supervision of the Court shall not amount
to a winding-up by the Court for the purpose of the provisions of this Act as
specified in the Twelveth Schedule to this Act (dealing with provisions which
do not apply in the case of winding-up subject to the supervision of the Court)
but, subject to this, an order for a winding-up subject to supervision shall for
all purposes be an order for winding-up by the Court :
Provided that where the order for winding-up subject to supervision of the
Court was made in relation to a creditors’ voluntary winding-up in which a
Committee of Inspection had been appointed, the order shall be deemed to be
an order for winding-up by the Court for the purposes of section 597 of this
Act, (except subsection (1) of that section) unless the operation of that section
is excluded in a voluntary winding-up by general rules made under this Act.
CHAPTER 24—PROVISIONS APPLICABLE TO EVERY MODE OF WINDING-UP
654.—(1) The liquidator shall, within 14 days after his appointment,
publish in the Federal Government Gazette or in two daily newspapers and
deliver to the Commission for registration a notice of his appointment in such
form as the Commission may from time to time approve.
(2) If the liquidator fails to comply with the requirements of subsection
(1), he is liable to a penalty as prescribed by the Commission in the regulation.
Effect of
supervision
order.

Twelveth
Schedule.

Liquidator
to give
notice of
appointment.

A 330 2020 No. 3 Companies and Allied Matters Act, 2020

  1. In every winding-up (subject, in the case of insolvent companies, to
    the application in accordance with the provisions of this Act of the law of
    bankruptcy), all debts payable on a contingency, and all claims against the
    company, present or future, certain or contingent, ascertained or sounding
    only in damages, shall be admissible to proof against the company, a just estimate
    being made, so far as possible, of the value of such debts or claims as may be
    subject to any contingency or sound only in damages, or for some other reasons
    do not bear a certain value.
  2. In the winding-up of an insolvent company registered in Nigeria,
    the same rules shall prevail and be observed with regard to the respective
    rights of secured and unsecured creditors and to debts provable and to the
    valuation of annuities and future contingent liabilities as are in force for the
    time being under the law of bankruptcy in Nigeria with respect to the estates
    of persons adjudged bankrupt, and all persons who in any such case would be
    entitled to prove for and receive dividends out of the assets of the company
    may come in under the winding-up and make such claims against the company
    as they respectively are entitled to by virtue of this section :
    Provided that nothing in this section shall affect the power of any secured
    creditor to realise or otherwise deal with his security during the winding-up of
    an insolvent company registered in Nigeria.
    657.—(1) In a winding-up, there shall be paid in priority to all other debts—
    (a) all local rates and charges due from the company at the relevant
    date, and having become due and payable within 12 months immediately
    before that date, and all pay-as-you-earn tax deductions and other assessed
    taxes, property or income tax assessed on or due from the company up to
    the annual day of assessment next before the relevant date, and in the case
    of pay-as-you-earn tax deductions not exceeding deductions made in respect
    of one year of assessment and, in any other case, not exceeding in one
    year’s assessment ;
    (b) deductions made from the remuneration of employees and
    contributions of the company under the Pension Reform Act ;
    (c) contributions and obligations of the company under the Employees’
    Compensation Act ;
    (d) all wages or salaries of any clerk or servant in respect of services
    rendered to the company ;
    (e) all wages of any workman or labourer, whether payable for time or
    for piece of work, in respect of services rendered to the company ; and
    (f) all accrued holiday remuneration becoming payable to any clerk,
    servant, workman or labourer (or in the case of his death to any other

Debts of all
descriptions
may be
proved.

Application
of
bankruptcy
rules in
certain
cases.

Act No. 4,
2014.
Act No. 13,
2010.
Preferential
payments.

Companies and Allied Matters Act, 2020 2020 No. 3 A 331
person in his rights) on the termination of his employment before or by the
effect of the winding-up order or resolution.
(2) Where any compensation under the Employees’ Compensation Act
is a weekly payment, the amount due in respect thereof shall, for the purpose
of subsection (1) (e), be taken to be the amount of the lump sum for which the
weekly payment could, if redeemable, be redeemed, if the employer made an
application for that purpose under the Act.
(3) Where any payment on account of wages or salaries has been made
to any clerk, servant, workman or labourer in the employment of a company
out of the money advanced by some persons for that purpose, that person
shall in a winding-up have a right of priority in respect of the money so advanced
and paid up to the amount by which the sum in respect of which that clerk,

servant, workman or labourer would have been entitled to priority in the winding-
up has been diminished by reason of the payment having been made.

(4) The debts shall—
(a) rank equally among themselves after the expenses of the winding-up
and shall be paid in full, unless the assets are insufficient to meet them, in
which case they shall abate in equal proportions ; and
(b) if the assets of the company available for payment of general creditors
are insufficient to meet them, have priority over the claims of holders of
debentures under any floating charge created by the company and be paid
accordingly out of any property comprised in or subject to that charge.
(5) Subject to the retention of such sums as may be necessary to discharge
the costs and expenses of the winding-up, the debts shall be discharged
immediately if the assets of the company are sufficient to meet them.
(6) Notwithstanding the foregoing and any other provisions of this Act
and any other law applicable in Nigeria where it relates to settlement of claims
in the winding-up of a company, claims of—
(a) secured creditors, as defined under this Act, shall rank in priority to
all other claims, including any preferential payment under this Act or any
other debts inclusive of expenses of winding-up ; and
(b) the equity holders shall rank last.
(7) In this section, “the relevant date” means—
(a) in the case of a company ordered to be wound up compulsorily
which had not previously commenced to be wound up voluntarily, the date of
the winding-up order ; and
(b) in any other case, the date of the commencement of the winding-up.

Act No. 13,
2010.

A 332 2020 No. 3 Companies and Allied Matters Act, 2020
EFFECT OF WINDING-UP AND ADMINISTRATION ON ANTECEDENT

AND OTHER TRANSACTIONS

658.—(1) Where a company at any time within the period defined in
subsection (6), does anything or procures anything to be done which has the
effect of putting a person, being one of the company’s creditors or a surety or
guarantor undue advantage shall be deemed a preference of that person, and
be invalid accordingly.
(2) Notwithstanding subsection (1), a preference given to any person is
not invalid unless the company which gave the preference was influenced in
deciding to give it by a desire to produce in relation to that person the effect
mentioned in sub-section (1).
(3) A company which has given a preference to a person connected
with the company (otherwise than by reason only of being its employee) at the
time the preference was given is presumed, unless the contrary is shown, to
have been influenced in deciding to give it by such a desire as is mentioned in
subsection (2).
(4) The fact that something has been done in pursuance of the order of
a Court does not, without more, prevent the doing or procuring of that thing
from constituting the giving of a preference.
(5) Any conveyance or assignment by a company of all its property to
trustees in furtherance of the preference for the benefit of all its creditors is
void.
(6) In the case of a preference which is given to a person who is connected
with the company (otherwise than by reason only of being its employee), the
relevant time is the period of years ending with the onset of insolvency (which
expression is defined below), and in any other case, the relevant time is the
period of three months ending with the onset of insolvency.
(7) For the purpose of this section, the onset of insolvency refers to the

time of the presentation of a petition for winding-up in the case of a winding-
up by or subject to the supervision of the Court or, the passing of a resolution

for winding-up in the case of a voluntary winding-up.
(8) This section applies in the case of a company where—
(a) the company enters administration ; or
(b) the company goes into liquidation.
659.—(1) This section applies in the case of a company where—
(a) the company enters administration ; or
(b) the company goes into liquidation.

Fraudulent
preference.

Transactions
at an
undervalue.

Companies and Allied Matters Act, 2020 2020 No. 3 A 333
(2) Where the company has at a relevant time entered into a transaction
with any person at an undervalue, the liquidator or administrator may apply to
the Court for an order under this section.
(3) The Court shall, on such an application, make such order as it deems
fit for restoring the position to what it would have been if the company had not
entered into that transaction.
(4) For the purposes of this section, a company enters into a transaction
with a person at an undervalue if the company—
(a) makes a gift to that person or enters into a transaction with that person
on terms that provide for the company to receive no consideration ; or
(b) enters into a transaction with that person for a consideration the
value of which, in money or money’s worth, is significantly less than the
value, in money or money’s worth, of the consideration provided by the
company.
(5) The Court shall not make an order under this section in respect of a
transaction at an undervalue if it is satisfied—
(a) that the company which entered into the transaction did so in good
faith and for the purpose of carrying on its business ; and
(b) that at the time it did so there were reasonable grounds for believing
that the transaction would benefit the company.
(6) Subject to subsection (7), the time at which a company enters
into a transaction at an undervalue is a relevant time if the transaction is
entered into—
(a) within two years ending with the onset of insolvency as defined in
subsection (8) ;
(b) between the making of an administration application in respect of the
company and the making of an administration order on that application; and
(c) between the filing with the Court of a copy of notice of intention to
appoint an administrator under sections 456 or 464 of this Act and the
making of an appointment under this paragraph.
(7) Where a company enters into a transaction at an undervalue at a
time mentioned in subsection (6) (a), that time is not a relevant time for the
purposes of this section unless the company —
(a) is at that time unable to pay its debts within the meaning of section
572 ; or
(b) becomes unable to pay its debts within the meaning of that section in
consequence of the transaction or preference,

A 334 2020 No. 3 Companies and Allied Matters Act, 2020
but the requirements of this subsection are presumed to be satisfied, unless
the contrary is shown, in relation to any transaction at an undervalue which is
entered into by a company with a person who is connected with the company.
(8) For the purposes of subsection (6), the onset of insolvency is, in a
case where this section applies by reason of—
(a) an administrator of a company being appointed by administration
order, the date on which the administration application is made ;
(b) an administrator of a company being appointed under section 456 or
464 of this Act following filing with the Court of a copy of a notice of
intention to appoint under that section, the date on which the copy of the
notice is filed ;
(c) an administrator of a company being appointed otherwise than as
mentioned in paragraph (a) or (b), the date on which the appointment takes
effect ;
(d) a company going into liquidation either following conversion of
administration into winding-up or at the time when the appointment of an
administrator ceases to have effect, the date on which the company entered
administration (or, if relevant, the date on which the application for the
administration order was made or a copy of the notice of intention to appoint
was filed) ; and
(e) a company going into liquidation at any other time, the date of the
commencement of the winding-up.

  1. (1) Where anything made or done after the commencement of this
    Act is void under this Chapter as a fraudulent preference of a person interested
    in property mortgaged or charged to secure the company’s debt, the person
    preferred shall, without prejudice to any liabilities or rights arising apart from
    this provision, be subject to the same liabilities, and have the same rights, as if
    he had undertaken to be personally liable as surety for the debt, to the extent
    of the charge on the property or the value of his interest, whichever is the less,
    and the value of the said person’s interest shall be determined as at the date of
    the transaction constituting the fraudulent preference, and shall be determined
    as if the interest were free of all encumbrances other than those to which the
    charge for the company’s debt was the subject.
    (2) Where for the purposes of this section, application is made to the
    Court with respect to any payment on the ground that the payment was
    fraudulent preference of a surety or guarantor, the court shall have jurisdiction
    to determine any questions with respect to the payment arising between the
    person to whom the payment was made and the surety or guarantor, and to
    grant relief in respect thereof, though it is not necessary to do so for the
    purposes of the winding-up, and for that purpose may give leave to bring in

Liabilities
and rights of
certain
fraudulently
preferred
persons.

Companies and Allied Matters Act, 2020 2020 No. 3 A 335
the surety or guarantor as a third party as in the case of an action for the
recovery of the sum paid.
(3) Subsection (2) applies, with the necessary modifications, in relation
to transactions other than the payment of money, as it applies in relation to
payments.

  1. Where a company is being wound up subject to the supervision of
    the Court, any attachment, sequestration or execution put in force against the
    estate or effects of the company after the commencement of the winding-up,
    is void.
  2. Where a company is being wound up, a floating charge on the
    undertaking or property of the company created within three months of the
    commencement of the winding-up shall, unless it is proved that the company
    immediately after the creation of the charge was solvent, be invalid, except to
    the amount of any cash paid to the company at the time of or subsequently to
    the creation of, and in consideration for, the charge, together with interest on
    that amount at the current bank rate.
    663.—(1) Where any part of the property of a company which is being
    wound up consists of—
    (a) unprofitable contracts ; or
    (b) any other property that is unsaleable, or not readily saleable, or is
    such that it may give rise to the performance of any onerous act or a
    liability for the payment of any sum of money,
    the liquidator, notwithstanding that he has endeavoured to sell it or has taken
    possession of the property or exercised any act of ownership in relation thereto,
    may, with the leave of the Court, and subject to the provisions of this section,
    in writing signed by him, within 12 months after the commencement of the
    winding-up or such extended period as may be allowed by the Court, disclaim
    the property :
    Provided that, where the property has not come to the knowledge of the
    liquidator within one month after the commencement of the winding-up, the
    power under this section of disclaiming the property may be exercised at any
    time within 12 months after he has become aware thereof or such extended
    period as may be allowed by the Court.
    (2) A disclaimer under this section shall operate to determine, as from
    the date of the disclaimer, the rights, interest and liabilities of the company, in
    or in respect of the property disclaimed, but shall not, except it is necessary
    for the purpose of releasing the company from any liability, affect the rights or
    liabilities of any other person.

Avoidance of
attachments

on winding-
up subject to

supervision
of the Court.
Effect of
floating
charge.

Disclaimer of
onerous
property.

A 336 2020 No. 3 Companies and Allied Matters Act, 2020
(3) The Court, before or on granting leave to disclaim under subsection
(1), may require such notices to be given to persons interested, and impose
such terms as a condition of granting leave, and make such other order in the
matter as the Court deems just.
(4) The liquidator is not entitled to disclaim any property under this section
in any case where an application in writing has been made to him by any
person interested in the property requiring him to decide whether or not he
will disclaim, and the liquidator has not, within 28 days after the receipt of the
application or such further period as may be allowed by the Court, give notice
to the applicant that he intends to apply to the Court for leave to disclaim, and,
in the case of a contract, if the liquidator, after such an application, does not
within that period or further period disclaim the contract, the company is deemed
to have adopted it.
(5) The Court may, on the application of any person who is, as against
the liquidator, entitled to the benefit or subject to the burden of a contract on

such terms as to payment by or to either party, of damages for the non-
performance of the contract, or otherwise as the Court deems just, and any

damages payable under the order to that person may be proved by him as a
debt in the winding-up.
(6) The Court may, on an application by any person who claims any
interest in any property disclaimed under this section, or is under any liability
not discharged by this Act in respect of any disclaimed property, and on hearing
any such persons as it thinks fit, make an order for the vesting of the property
in or the delivery of the property to any persons entitled thereto, or to whom it
may seem just that the property should be delivered by way of compensation
for such liability, or a trustee for him, and on such terms as the Court deems
just and on any such vesting order being made, the property comprised therein
shall vest in the person therein named in that behalf without any conveyance
or assignment for the purpose.
(7) Where the property disclaimed is of a leasehold nature, the Court
shall not make a vesting order in favour of any person claiming under the
company, whether as an under- lessee or as a mortgagee by demise, a mortgage
by way of legal charge or mortgage, as the case may be, except upon the
terms of making that person—
(a) object to the same liabilities and obligations as those to which the
company was subject under the lease in respect of the property at the
commencement of the winding-up ; or
(b) if the Court deems fit, subject only to the same liabilities and obligations
as if the lease had been assigned to that person at that date,

Companies and Allied Matters Act, 2020 2020 No. 3 A 337
and in either event if the case so requires, as if the lease had comprised only

the property comprised in the vesting order, and any mortgagee or under-
lessee declining to accept a vesting order upon such terms shall be excluded

from all interest in and security upon the property, and if there is no person
claiming under the company who is willing to accept an order upon such
terms, the Court shall have power to vest the estate and interest of the company
in the property in any person liable, either personally or in a representative
character, and either alone or jointly with the company, to perform the lessee’s
covenants in the lease, freed and discharged from all estates, encumbrances
and interests created therein by the company.

  1. Any person injured by the operation of a disclaimer under section
    663 is deemed to be a creditor of the company to the amount of the injury, and
    may accordingly prove the amount as a debt in the winding-up.
    665.—(1) This section applies in the case of a company where—
    (a) the company enters administration ;
    (b) a company voluntary arrangement approved under Chapter 17 has
    taken effect ;
    (c) the company goes into liquidation ; or
    (d) a provisional liquidator is appointed.
    (2) If a request is made by or with the concurrence of the officeholder
    for the giving, after the effective date, of any of the supplies mentioned in the
    next subsection, the supplier—

(a) may make it a condition of the giving of the supply that the office-
holder personally guarantees the payment of any charges in respect of the

supply ;
(b) shall not make it a condition of the giving of the supply, or do anything
which has the effect of making it a condition of the giving of the supply, that
any outstanding charges in respect of a supply given to the company before
the effective date are paid.
(3) For the purpose of subsection (2), “the officeholder” means the
administrator, the nominee, the supervisor, the liquidator or the provisional
liquidator, as the case may be.
(4) The supplies referred to in subsection (2) are a supply of—
(a) gas by a gas supplier within the meaning of legislation regulating the
provision of gas, if applicable ;
(b) electricity by an electricity supplier within the meaning of legislation
dealing with the provision of electricity ;
(c) water by a water provider refer to legislation if applicable ; and

Persons
injured.

Supplies of
gas, water,
electricity,
etc.

A 338 2020 No. 3 Companies and Allied Matters Act, 2020
(d) communications services by a provider of a public electronic
communications service.
(5) The “effective date” for the purposes of this section, is the date on
which the—
(a) company entered administration ;
(b) voluntary arrangement took effect ;
(c) company went into liquidation ; or
(d) provisional liquidator was appointed.
(6) In subsection (4) (d), the term, “communications services” does not
include electronic communications services to the extent that they are used to
broadcast or otherwise transmit programme services within the meaning of
the Nigerian Communications Commission Act.
666.—(1) Where a creditor issues execution against any goods or land
of a company, or attaches any debt due to the company, and the company is
subsequently wound up, the creditor shall not be entitled to retain the benefit
of the execution or attachment against the liquidator in the winding-up of the
company, unless he has completed the execution or attachment before the
commencement of the winding-up :
Provided that—
(a) where any creditor has had notice of a meeting having been called at
which a resolution for voluntary winding-up is to be proposed, the date on
which the creditor so had notice shall, for the purposes of this subsection,
be substituted for the date of the commencement of the winding-up ;
(b) if a person purchases in good faith under a sale by the sheriff any
goods of a company on which an execution has been levied, he shall acquire
a good title to them against the liquidator ; and
(c) the rights conferred by this subsection on the liquidator may be set
aside by the Court in favour of the creditor to such extent and subject to
such terms as the court deems fit.
(2) For the purposes of this section, an execution against goods shall be
taken to be completed by seizure and sale, and an attachment of a debt is
deemed to be completed by receipt of the debt, and an execution against land
is deemed to be completed by seizure and, in the case of an equitable interest,
by the appointment of a receiver.
667.—(1) Subject to the provisions of subsection (3), where any goods
of a company are taken in execution and before the sale thereof or the
completion of the execution by the receipt or recovery of the full amount of
the levy, notice is served on the sheriff that a provisional liquidator has been

Cap. N97,
LFN, 2004.

Restriction
of rights of
creditor as to
execution,
etc., on
winding- up
of company.

Duty of
sheriff as to
goods taken
in execution.

Companies and Allied Matters Act, 2020 2020 No. 3 A 339
appointed or that a winding-up order has been made or that a resolution for
voluntary winding-up has been passed, the sheriff shall, on being so required,
deliver the goods and any money seized or received in part satisfaction of the
execution to the liquidator, but the costs of the execution shall be a first charge
on the goods or money so delivered, and the liquidator may sell the goods, or a
sufficient part thereof, for the purpose of satisfying that charge.
(2) Subject to the provisions of subsection (3), where under an execution
in respect of a judgment for a sum exceeding N100,000, the goods of a company
are sold or money is paid in order to avoid the sale, the sheriff shall deduct the
costs of the execution from the proceeds of the sale or the money paid, and
retain the balance for 14 days and if within that time notice is served on him of
a petition for the winding-up of the company having been presented or of a
meeting having been called at which there is to be proposed a resolution for
the voluntary winding-up of the company and an order is made or a resolution
is passed, as the case may be, for the winding-up of the company, the sheriff
shall pay the balance to the liquidator, who shall be entitled to retain it as
against the execution creditor.
(3) The rights conferred by this section on the liquidator may be set
aside by the Court in favour of the creditor to such extent and subject to such
terms as the Court deems fit.
(4) In this section and section 666 of this Act—
(a) “goods” includes chattels personal ; and
(b) “sheriff” includes any officer responsible for the execution of a writ
or other process.

OFFENCES ANTECEDENT TO OR IN COURSE OF WINDING-UP
668.—(1) If any person, being a past or present officer of a company
which at the time of the commission of the alleged offence is being wound up,
whether by or under the supervision of the Court or voluntarily, or is subsequently
ordered to be wound up by the Court or subsequently passes a resolution for
voluntary winding-up—
(a) does not, to the best of his knowledge and belief, fully and truly
discover or deliver to the liquidator all the property, landed and personal, of
the company, and how and to whom, for what consideration and when, the
company disposed of any part thereof, except such part as has been disposed
of in the ordinary way of the business of the company ;
(b) does not deliver up to the liquidator, or as he directs, all such part of
the real and personal property of the company as is in his custody or under
his control, which he is required by law to deliver up ;

Offences by
officers of
company in
liquidation.

A 340 2020 No. 3 Companies and Allied Matters Act, 2020
(c) does not deliver up to the liquidator, or as he directs, all books and
papers in his custody or under his control belonging to the company which
he is required by law to deliver up ;
(d) within 12 months immediately preceding the commencement of the
winding-up or at any time thereafter, conceals any part of the property of
the company to the value of N100,000 or upwards, or conceals any debt
due to or from the company ;
(e) within 12 months immediately preceding the commencement of the
winding-up or at any time thereafter, fraudulently removes any part of the
property of the company to the value of N100,000 or upwards ;
(f ) makes any material omission in any statement relating to the affairs
of the company ;
(g) knowing or believing that a false debt has been proved by any person
under the winding-up, fails for the period of one month to inform the liquidator
thereof ;
(h) after the commencement of the winding-up, prevents the production
of any book or paper affecting or relating to the property or affairs of the
company ;
(i) within 12 months immediately preceding the commencement of the
winding-up or at any time thereafter ;
(j) conceals, destroys, mutilates or falsifies, or is privy to the concealment,
destruction, mutilation or falsification of the book or paper affecting or
relating to the property or affairs of the company—
(i) makes or is privy to the making of any false entry in any book or
paper affecting or relating to the property or affairs of the company,
(ii) fraudulently parts with, alters or makes any omission in, or is
privy to the fraudulently parting with, altering or making any omission
in any document affecting or relating to the property or affairs of the
company,
(iii) at any meeting of the creditors of the company, attempts to account
for any part of the property of the company by fictitious losses or
expenses,
(iv) makes false representation or other fraud, obtained any property
for or on behalf of the company on credit which the company does not
subsequently pay for,
(v) under the false pretence that the company is carrying on its
business, obtains on credit, for or on behalf of the company any property
which the company does not subsequently pay for, or

Companies and Allied Matters Act, 2020 2020 No. 3 A 341
(vi) pawns, pledges or disposes of any property of the company
which has been obtained on credit and has not been paid for, unless
such pawning, pledging, or disposing is in the ordinary way of the
business of the company ; or
(k) makes any false representation or other fraud for the purpose of
obtaining the consent of the creditors of the company or any of them to an
agreement with reference to the affairs of the company or to the winding-up,
commits an offence and is—
(i) in the case of the offences mentioned respectively in sub-paragraphs
(iv), (v) and (vi), liable on conviction to imprisonment for a term of 12
months, and
(ii) in the case of any other offence under this subsection, is liable on
conviction to imprisonment for a term of two years :
Provided it is a good defence to a charge under any of paragraphs (a), (b),
(c), (d), (f ) and (i) (v) and (vi) of this subsection, if the accused proves that
he had no intent to defraud, and to a charge under any of paragraphs (h), (i)
and (j), if he proves he had no intention to conceal the state of affairs of the
company or to defeat the law.
(2) Where any person pawns, pledges or disposes of any property in
circumstances which amount to an offence under subsection (1) (j) (i) and
(vi), every person who takes in pawn or pledge, or otherwise receives the
property knowing it to be pawned, pledged or disposed of in such circumstances,
commits an offence and is liable on conviction to be punished in the same way
as if he had received the property knowing it to have been obtained in
circumstances amounting to an offence.
(3) For the purposes of this section, “officer” includes any person in
accordance with whose directions or instructions the directors of a company
have been accustomed to act.

  1. An officer or contributory of any company being wound up who
    destroys, mutilates, alters or falsifies books, papers or securities, or makes or
    is privy to the making of any false or fraudulent entry in any register, book of
    account or document belonging to the company with intent to defraud or deceive
    any person, commits an offence and is liable on conviction to imprisonment
    for a term of two years or a fine as the Court deems fit.
  2. A person who, being at the time of the commission of the
    alleged offence is an officer, of a company which is subsequently ordered
    to be wound up by the Court, or subsequently passes a resolution for
    voluntary winding-up—

Falsification
of books.

Fraud by
officers of
companies in
liquidation.

A 342 2020 No. 3 Companies and Allied Matters Act, 2020
(a) has by false pretence or by means of any other fraud induced any
person to give credit to the company ;
(b) with intent to defraud creditors of the company, made or caused to
be made any gift or transfer of or charge on, or has cause or connive at the
levying of any execution against the property of the company ; or
(c) with intent to defraud creditors of the company, has concealed or
removed any part of the property of the company, or within two months
before the date of any unsatisfied judgment or order for payment of money
obtained against the company,
he commits an offence and is liable on conviction to imprisonment for a term
of two years.
671.—(1) If, where a company is wound up, it is shown that proper
books of account were not kept by the company throughout the period of two
years immediately preceding the commencement of the winding-up or the
period between the incorporation of this company and commencement of the
winding-up, whichever is the shorter, each officer of the company who is in
default, unless he shows that he acted honestly and that in the circumstances
in which the business of the company was carried on the default was excusable,
commits an offence and is liable on conviction to a fine as prescribed by the
Commission in the regulation.
(2) For the purposes of this section, proper books of account shall be
deemed not to have been kept in the case of any company if there have not
been kept such books of accounts as are necessary to exhibit and explain the
transactions and financial position of the trade or business of the company,
including books containing entries from day to day in sufficient detail of all
cash received and cash paid and, where the trade or business has involved
dealing in goods, statements of the annual stock takings and (except in case of
goods sold by way of ordinary retail trade) of all goods sold and purchased,
showing the goods and the buyers and sellers in sufficient details to enable
those goods and those buyers and sellers to be identified.
672.—(1) If, in the course of the winding-up of a company, it appears
that any business of the company has been carried on in a reckless manner or
with intent to defraud creditors of the company or creditors of any other
person, or for any fraudulent purpose, the Court, on the application of the
official receiver, or the liquidator or any creditor or contributory of the company,
may, if it deems proper to do so, declare that persons who were knowingly
parties to the carrying on of the business in that manner, is personally
responsible, without any limitation of liability for all or any of the debts or other
liabilities of the company as the Court may direct.

Liability
where
proper
accounts
not kept.

Responsibility
for
fraudulent
trading.

Companies and Allied Matters Act, 2020 2020 No. 3 A 343
(2) Where the Court makes a declaration as to responsibility for debts or
liabilities under subsection (1), it may give any direction it deems proper for
the purpose of giving effect to that declaration, and in particular the Court
may make provision for making the liability of any such person under the
declaration a charge on any debt or obligation due from the company to him,
or on any mortgage, charge or interest in any mortgage, or charge or assets of
the company held by or vested in him, or any company or person on his behalf,
or any person claiming as assignee from or through the person liable or any
company or person acting on his behalf, and may make any further order
necessary for enforcing any charge imposed under this subsection.
(3) Where any business of a company is carried on with such intent or
for such purpose as is mentioned in subsection (1) (other than recklessly),
every person who was knowingly a party to the carrying on of the business in
that manner, commits an offence, and is liable on conviction to a fine as the
Court deems fit or to imprisonment for a term of two years or both.
(4) In its operation, this section shall have effect, so that—
(a) a declaration may be made notwithstanding that the person concerned
may be criminally liable in respect of matters which are grounds for the
declaration and a declaration, if made, is deemed to be a final judgment of
the Court ;
(b) the official receiver or the liquidator, as the case may be, on the
hearing of an application to the Court, may himself give evidence or call
witnesses ;
(c) the expression “assignee” includes any person to whom or in whose
favour by the direction of the person liable, the debt, obligation, mortgage,
or charge was created, issued or transferred, or the interest created, other
than any person being an assignee for valuable consideration given in good
faith and without notice of any of the matters on the ground of which the
declaration is made ; and
(d) “valuable consideration” shall not include consideration by way of
marriage.
673.—(1) Subject to subsection (3), if, in the course of the winding-up
of a company, it appears that subsection (2) applies in relation to a person who
is or has been a director of the company, the Court, on the application of the
liquidator, may declare that that person is to be liable to make such contribution
(if any) to the company’s assets as the Court deems proper.
(2) This subsection applies in relation to a person if—
(a) the company has gone into insolvent liquidation,

Wrongful
trading.

A 344 2020 No. 3 Companies and Allied Matters Act, 2020
(b) at some time before the commencement of the winding-up of the
company, that person knew or ought to have concluded that there was no
reasonable prospect that the company would avoid going into insolvent
liquidation, and
(c) that person was a director of the company at that time.
(3) The Court shall not make a declaration under this section with respect
to any person if it is satisfied that after the condition specified in subsection
(2) (b) was first satisfied in relation to him, that person took every step with a
view to minimising the potential loss to the company’s creditors as (assuming
him to have known that there was no reasonable prospect that the company
would avoid going into insolvent liquidation) he ought to have taken.
(4) For the purposes of subsections (2) and (3), the facts which a
director of a company ought to know or ascertain, the conclusions which
he ought to reach and the steps which he ought to take are those which
would be known or ascertained, or reached or taken, by a reasonably
diligent person having both—
(a) the general knowledge, skill and experience that may reasonably be
expected of a person carrying out the same functions as are carried out by
that director in relation to the company ; and
(b) the general knowledge, skill and experience that that director has.
(5) The reference in subsection (4) to the functions performed in relation
to a company by a director of the company includes any function which he
does not perform but which has been entrusted to him.
(6) For the purposes of this section, a company goes into insolvent liquidation
if it goes into liquidation at a time when its assets are insufficient for the payment
of its debts and other liabilities and the expenses of the winding-up.
674.—(1) If, in the course of winding-up a company, it appears that any
person who has taken part in the formation or promotion of the company, or
any past or present director, manager or liquidator, or any officer of the
company, has misapplied or retained or become liable or accountable for any
money or property of the company, or been guilty of any misfeasance or
breach of duty in relation to the company which would involve civil liability at
the suit of the company, the Court may, on the application of the official receiver,
liquidator, creditor or contributory, examine into the conduct of the promoter,
director, liquidator or officer, and compel him to repay or restore the money or
property or any part thereof respectively with interest at such rates as the
Court deems just, or to contribute such sum to the assets of the company by
way of compensation in respect of the misapplication, retainer, misfeasance
or breach of trust as the Court deems just.

Power of
court to
assess
damages
against
delinquent
directors.

Companies and Allied Matters Act, 2020 2020 No. 3 A 345
(2) The provisions of this section extend to any receiver of the property
of a company, and, shall, in any case, have effect notwithstanding that the
offence is one for which the offender may be criminally liable.
(3) Where an order for payment of money is made under this section,
the order is deemed to be a final judgment of the Court.
PROSECUTION OF DELINQUENT OFFICERS AND MEMBERS OF A COMPANY
675.—(1) If it appears to the Court, in the course of winding-up by, or
subject to the supervision of the Court, that any past or present officer, or any
member of the company has been guilty of any offence in relation to the
company for which he is criminally liable, the Court may, either on the
application of any person interested in the winding-up or of its own motion,
direct the liquidator to refer the matter to the Attorney-General of the
Federation.
(2) If it appears to the liquidator, in the course of a voluntary winding-up,
that any past or present officer, or any member of the company has been
guilty of any offence in relation to the company for which he is criminally
liable, he shall report the matter to the Attorney-General of the Federation and
shall furnish him such information and give to him such access to and facilities
for inspecting and taking copies of any document, being information or document
in the possession or under the control of the liquidator and relating to the
matter in question, as he may require.

(3) Where any report is made under subsection (2) to the Attorney-
General of the Federation, he may, if he thinks fit, apply to the Court for—

(a) an order conferring on him or any person designated by him for the
purpose with respect to the company concerned ; and
(b) all such powers of investigating the affairs of the company as are
provided by this Act in the case of a winding-up by the Court.
(4) If it appears to the Court, in the course of a voluntary winding-up,
that any past or present officer, or any member of the company has been
guilty, and that no report with respect to the matter has been made by the
liquidator to the Attorney-General of the Federation under subsection (2), the
Court may, on the application of any person interested in the winding-up or of
its own motion, direct the liquidator to make such a report, and on a report
being made accordingly, the provisions of this section shall have effect as
though the report had been made under subsection (2).
(5) If, any matter is reported or referred to the Attorney-General of the
Federation under this section, and he considers that the case is one in which a
prosecution ought to be instituted, the Attorney-General of the Federation

Prosecution
of delinquent
officers and
members of
a company.

A 346 2020 No. 3 Companies and Allied Matters Act, 2020
shall institute proceedings accordingly, and it is the duty of the liquidator and
of every other officer and agent of the company past and present (other than
the defendant in the proceedings) to give him all assistance in connection with
the prosecution which he is reasonably able to give.
(6) For the purposes of subsection (5), the word, “agent” in relation to a
company includes any—
(a) banker or solicitor of the company ; and
(b) person employed by the company as auditor, whether that person is
or is not an officer of the company.
(7) If a person fails or neglects to give assistance in the manner required
by subsection (5), the Court may, on the application of the Attorney-General
of the Federation, direct that person to comply with the requirements of the
subsection (5), and where any such application is made with respect to a
liquidator, the Court, may, unless it appears that the failure or neglect to comply
was due to the liquidator not having in his hands sufficient assets of the company
to enable him to do so, direct that the costs of the application shall be borne by
the liquidator personally.

SUPPLEMENTARY PROVISIONS AS TO WINDING-UP
676.—(1) The following persons shall not be competent to be appointed
or to act as liquidator of a company, whether in a winding-up by, or under the
supervision of the Court, or in a voluntary winding-up—
(a) an infant ;
(b) anyone found by the Court to be of unsound mind ;
(c) a body corporate ;
(d) an undischarged bankrupt ;
(e) any director of the company under liquidation ; and
(f ) any person convicted of any offence involving fraud, dishonesty,
official corruption or moral turpitude and in respect of whom there is a
subsisting order under section 672 and 280 of this Act.
(2) Any appointment made that is contrary to subsection (1) is void and
if any of the persons named in subsection (1) (c)-(f ) act as a liquidator of the
company, he commits an offence and is liable to a fine as prescribed by the
Commission in the Regulations in the case of a body corporate or, in the case
of an individual, to imprisonment for a term not exceeding six months or to a
fine as the Court deems fit or both.

Disqualifications
for
appointment
as liquidator.

Companies and Allied Matters Act, 2020 2020 No. 3 A 347

  1. Any person who gives, agrees or offers to give to any member or
    creditor of a company any valuable consideration with a view to securing his
    own appointment or nomination, or to securing or preventing the appointment
    or nomination of a person other than himself as the company’s liquidator,
    commits an offence and is liable to a fine as the Court deems fit.
    678.—(1) If a liquidator makes default in filing, delivering or making any
    return, account or other document, or in giving any notice which he is by law
    required to file, deliver, make or give, and fails to make good the default within
    14 days after the service on him of a notice requiring him to do so, the Court
    may, on an application made to the Court by any contributory or creditor of
    the company or by the Commission, make an order directing the liquidator to
    make good the default within such time as is specified in the order.
    (2) Any order under this section may provide that the costs of any
    expenses incidental to the application shall be borne by the liquidator, and
    nothing in this section shall be taken to prejudice the operation of any enactment
    imposing penalties on a liquidator in respect of any such default.
    679.—(1) Where a company is being wound up, whether by, or under
    the supervision of, the Court or voluntarily, every invoice, order for goods or
    business letter issued by, or on behalf of, the company or a liquidator of the
    company, or a receiver or manager of the property of the company, being a
    document on or in which the name of the company appears, shall contain a
    statement that the company is being wound up.
    (2) If default is made in complying with the provisions of this section—
    (a) the company,
    (b) any officer of the company,
    (c) any liquidator of the company, and
    (d) any receiver or manager,
    are liable to a penalty as prescribed by the Commission in the regulations.
    680.—(1) In the case of a winding-up by the Court or a creditors’
    voluntary winding-up —
    (a) every assurance relating to any property of the company, or to any
    mortgage, charge or other encumbrance or any right or interest in any
    property, in any event forming part of the assets of the company and which,
    after the execution of the assurance, either at law or in equity is, or remains
    part of the assets of the company ; and
    (b) every power of attorney, proxy paper, writ, order, certificate, affidavit,
    bond or other instrument or writing relating solely to the property of any
    company which is being so wound up, or to any proceeding under any such
    Corrupt
    inducement
    affecting
    appointment
    as liquidator.
    Enforcement
    of duty of
    liquidator to
    make
    returns.

Notification
that a
company is
in
liquidation.

Exemption
from stamp
duty.

A 348 2020 No. 3 Companies and Allied Matters Act, 2020
winding-up, shall be exempted from duties chargeable under any law or
enactment relating to stamp duties.
(2) In this section, “assurance” includes any deed, conveyance,
instrument, discharge, assignment or surrender.

  1. Where a company is being wound up, all books and papers of the
    company and of the liquidators shall, as between the contributories of the
    company, be prima facie evidence of the truth of all matters purported to be
    recorded.
    682.—(1) Where a company is being wound up and is about to be
    dissolved, the books and papers of the company and of the liquidators may be
    disposed of in the following manner—
    (a) in the case of a winding-up by, or under the supervision of, the Court
    in such way as the Court directs ;
    (b) in the case of a members’ voluntary winding-up, in such a way as the
    company by special resolution directs ; and
    (c) in the case of a creditors’ voluntary winding-up, in such way as the
    Committee of Inspection or, if there is no such committee, as the creditors
    of the company, may direct.
    (2) After five years from the dissolution of the company no responsibility
    shall rest on the company, the liquidators, or any person to whom the custody
    of the books and papers has been committed, by reason of any book or paper
    not being forthcoming to any person claiming to be interested therein.
    (3) Provisions may be made by general rules for enabling the Commission
    to prevent, for such period (not exceeding five years from the dissolution of
    the company) as it may consider proper, the destruction of the books and
    papers of a company which has been wound up, and for enabling any creditor
    or contributory of the company to make representations to it and to appeal to
    the Court from any direction which may be given by it in the matter.
    (4) A person who acts in contravention of any general rule made for the
    purposes of this section or any direction of the Commission, is liable to a
    penalty as prescribed by the Commission in the Regulations.
    683.—(1) Where a company is being wound up, and the winding-up is
    not concluded within one year after its commencement, the liquidator shall, at
    such intervals as may be prescribed until the winding-up is concluded, send to
    the Commission a statement in the prescribed form containing the prescribed
    particulars with respect to the proceedings in, and position of, the liquidation.

Books of
company to
be evidence.

Disposal of
books and
other papers
of company.

Information
as to
pending
liquidations
and disposal
of unclaimed
assets.

Companies and Allied Matters Act, 2020 2020 No. 3 A 349
(2) Any person stating himself in writing to be a creditor or contributory
of the company is entitled, by himself or his agent, at all reasonable times and
on payment of the prescribed fee, to inspect the statement, and receive a copy
or extract of the statement, but a person who falsely states himself to be
creditor or contributory is liable to contempt of Court, and is punishable on the
application of the liquidator or official receiver.
(3) If a liquidator fails to comply with the requirements of this section, he
is liable to a penalty as prescribed by the Commission in the Regulations.
(4) If it appears from any such statement or otherwise that a liquidator
has in his custody or under his control any money representing unclaimed or
undistributed assets of the company which have remained unclaimed or
undistributed for six months after the date of their receipt, the liquidator shall
immediately pay the same to the companies liquidation account mentioned in
section 591 of this Act and is entitled to a certificate of receipt in the prescribed
form for the money so paid, which is an effectual discharge to him.
(5) For the purposes of ascertaining and getting in any money payable
into the companies liquidation account under this section—
(a) the Commission may at any time order any such liquidator to submit
to it an account verified by affidavit of the sums received and paid by him
under or in pursuance of the liquidation, and may direct and enforce an
audit of the account and if the liquidator fails to submit the account within
such reasonable time as the Commission directs, he shall be liable to contempt
of Court and may, on the application of the Commission to the Court made
for the purpose, be punished accordingly ; and
(b) the Court may, if default is made in submitting the account referred
to under this section—
(i) by warrant addressed to any police officer, cause the liquidator to
be arrested, and all books, papers and money or goods, relating to the
liquidation in his possession to be seized and him and them to be safely
kept until such time as the Court may order,
(ii) at any time by order addressed to the Postmaster-General of the
Nigerian Postal Service require that, for a period of not more than three
months, letters addressed to the liquidator and sent through the post, be
in course of post, redirected, sent or delivered to or at any place or
places mentioned in the order,
(iii) summon the liquidator or his wife, or any person known or
suspected to have in his possession any book or paper relating to the
liquidation, and any money or goods belonging to the liquidator or
representing any unclaimed or undistributed assets of the company, or

A 350 2020 No. 3 Companies and Allied Matters Act, 2020
summon any person whom the Court deems capable of giving information
respecting any book, paper, money, goods or other asset, and require any
person summoned under this paragraph to produce documents in his
custody or under his control relating to the liquidator’s dealings with the
property of the company,
(iv) where any person on examination before it admits that he is
indebted to the company, by order made on the application of the official
receiver or liquidator, direct payment to the official receiver or liquidator,
as the case may be, of the amount admitted, or any part, either in full
discharge of the whole amount in question or not at such time and in
such manner as the Court deems fit, with or without costs of the
examination,
(v) examine on oath, either by word of mouth or written interrogatories,
any person so brought before it concerning the liquidator and his dealings
with the property of the company, and
(vi) if any person on examination before the Court admits that he has
in his possession any money properly payable into the company’s
liquidation account under this section, order him to pay any such money
into that account.
(6) A person claiming to be entitled to money paid into the company’s
liquidation account under this section may apply to the Commission for payment,
and the Commission, if the liquidator certifies the claim, may make an order
for payment accordingly.
(7) An appeal shall lie to the Court by any person claiming to be
dissatisfied with the decision of the Commission in respect of any claim made
under this section.

  1. Where a resolution is passed at an adjourned meeting of creditors
    or contributories of a company, the resolution shall, for all purposes, be treated
    as having been passed on the date on which it was in fact passed, and is not
    deemed to have been passed on any earlier date.
    685.—(1) On the winding-up of a company, whether by the Court or
    voluntarily, the liquidator may, subject to subsections (2) –(4), make any

payment which the company has, before the commencement of the winding-
up, decided to make under section 745 of this Act.

(2) The power which a company may exercise by virtue of section 745
of this Act may be exercised by the liquidator after the winding-up has
commenced if, after the company’s liabilities have been fully satisfied and
provision has been made for the costs of the winding-up, the exercise of that
power has been sanctioned by such resolution of the company as would be

Resolutions
passed at
adjourned
meetings of
creditors.
Power to
make over
assets to
employees.

Companies and Allied Matters Act, 2020 2020 No. 3 A 351
required of the company itself by section 745 (3) of this Act before that
commencement, as if paragraph (b) of that subsection were omitted and any
other requirement applicable to its exercise by the company had been met.
(3) Any payment which may be made by a company under this section
may be made out of the company’s assets which are available to the members
on the winding-up.
(4) On a winding-up by the Court, the exercise by the liquidator of his
powers under this section shall be subject to the Court’s control and any creditor
or contributory may apply to the Court with respect to any exercise or proposed
exercise of the power.
(5) Subsections (1) and (2) shall have effect notwithstanding any other
rule or law.

SUPPLEMENTARY POWERS OF COURT

686.—(1) The Court may, as to all matters relating to the winding-up of
a company, have regard to the wishes of the creditors or contributories of the
company, as proved to it by any sufficient evidence, and may, if it deems fit,
for the purposes of ascertaining those wishes, direct meetings of the creditors
or contributories to be called, held and conducted in such manner as the Court
directs and may appoint a person to act as chairman of any such meeting and
to report the result to the Court.
(2) In the case of creditors, regard shall be had to the value of each
creditor’s debt.
(3) In the case of contributories, regard shall be had to the number of
votes conferred on each contributory by this Act or the articles.

  1. In all proceedings under this Part of this Act, all Courts, Judges,
    and persons judicially acting, and all officers, judicial or ministerial, of any
    Court or employed in enforcing the process of any Court, shall take judicial
    notice of the signature of any officer of Court and also of the official seal or
    stamp of a Court appended to or impressed on any document made, issued or
    signed under this Part of this Act, or on any official copy of any such document.
    688.—(1) Documents purporting to be orders or certificates made or
    issued by the Attorney-General of the Federation or the Commission for the
    purposes of this Act and to be signed by the Attorney-General of the Federation
    or the Accountant-General of the Federation, or under the seal of the
    Commission or signed by any person authorised in that behalf by them, and, in
    proper case, to be sealed where necessary, shall be received in evidence and
    deemed to be such orders, or certificates without further proof, unless the
    contrary is shown.

Meetings to
ascertain
wishes of
creditors and
others.

Judicial
notice of
signatures of
officers of
Court.

Judicial
notice of
signatures of
certain
government
officials.

A 352 2020 No. 3 Companies and Allied Matters Act, 2020
(2) A certificate signed by the Attorney-General for the Federation,
Accountant-General of the Federation or under the seal of the Commission that
any order made, certificate issued, or act done, is the order, certificate or act of
the Attorney-General of the Federation, Accountant-General of the Federation
or the Commission, as the case may be, shall be conclusive of the fact so certified.
689.—(1) Where a company is in course of being wound up, all
magistrates shall be commissioners for the purpose of taking evidence under
this Act and the Court may refer the whole or any part of the examination of
any witnesses under this Act to any person appointed commissioner.
(2) Every commissioner shall, in addition to any power which he might
lawfully exercise as a magistrate, have in the matter so referred to him the
same powers as the Court, of—
(a) summoning and examining witnesses ;
(b) requiring the production or delivery of documents;
(c) punishing defaults by witnesses; and
(d) allowing costs and expenses to witnesses.
(3) The examination so taken shall be returned or reported to the Court
in such manner as that Court directs.

  1. An affidavit required to be sworn under the provisions or for the
    purposes of this Part of this Act may be sworn in Nigeria or elsewhere in
    accordance with the provisions of the Oaths Act or under any other enactment
    or law providing for the administration of oaths and all Courts, Judges,
    commissioners, and persons acting judicially shall take judicial notice of the
    seal or stamp or signatures, as the case may be, of any Court, Judge, person,
    consul, or vice-consul, attached, appended, or subscribed to any such affidavit,
    or to any other document to be used for the purposes of this Part of this Act.

PROVISIONS AS TO DISSOLUTION

691.—(1) Where a company has been dissolved, the Court may, at any
time within two years of the date of the dissolution, on an application being
made for the purpose by the liquidator of the company or by any other person
who appears to the Court to be interested, make an order, upon such terms as
the Court may deem fit, declaring the dissolution to have been void, and
thereupon such proceedings may be taken as might have been taken if the
company had not been dissolved.
(2) A person on whose application the order was made, shall, within
seven days after the making of the order or such further time as the Court
may allow, deliver to the Commission for registration an office copy of the
order, and if that person fails to do so he is liable to a penalty as prescribed by
the Commission in the regulations.

Special
commissioners
for receiving
evidence.

Affidavits in
Nigeria and
elsewhere.

Cap. N1,
LFN, 2004.

Power of
Court to
void
dissolution
of company.

Companies and Allied Matters Act, 2020 2020 No. 3 A 353
692.—(1) The Commission may strike off the name of a company from
the register of companies if—
(a) a special resolution has been passed by the company that the name
of the company be struck off the register ;
(b) an application has been made to the Commission that the name of
the company be struck off the register ;
(c) advertisement has been made in three national daily newspapers
within 28 days of passing the resolution, calling for objections, if any, to the
application ; and
(d) the Commission is satisfied that—
(i) the reasons given for the application are sufficient to justify the
striking off,
(ii) the company has not commenced business and has no undischarged
obligations, and
(iii) no reasonable objection has been received within 28 days of the
publication of the advertisement mentioned in paragraph (c).
(2) Any person aggrieved by the striking off of the name of the company
under this subsection may apply to the Court, at any time before the expiration
of two years from the date of the striking off, and if the Court is satisfied that
it is just to restore it to the register, the Court may order the name of the
company to be so restored.
(3) Where the Commission observes or has reasonable cause to believe
that a company is not carrying on business or has not been in operation for 10
years or has not complied with provisions of this Act for a consecutive period
of 10 years, the Commission may cause to be published, in at least three
national daily newspapers, a notice of its intention to strike off the company
from the register.
(4) Where the Commission does not, within 90 days of the last publication,
receive any response from the company that it is carrying on business or in
operation, it may strike off the name of the company.
(5) Where a company has been struck off in accordance with the
provisions of this section, the Commission shall cause to be published in at
least three national daily newspapers, the name and date of the striking off of
the company, provided that—
(a) the liability, if any, of every director, managing officer and member of
the company shall continue and may be enforced as if the company has not
been struck off ; and
(b) nothing in this subsection shall affect the power of the Court to wind
up a company the name of which has been struck off the register.

Power of
Commission
to strike off
defunct
company.

A 354 2020 No. 3 Companies and Allied Matters Act, 2020
(6) Any company, member or creditor aggrieved by the striking off from
the register under subsection (4) may apply to the Court, at any time before
the expiration of 10 years from the publication of the notice under subsection
(5), for an order restoring the company to the register, and if the Court is
satisfied that, at the time of the striking off, the company was carrying on
business or in operation, or that otherwise it is just to restore it to the register,
the Court may order the name of the company to be restored to the register,
and an order under this subsection may include any directions, the Court deems
fit, and provision may be made therein for placing the company and all other
persons in the same position, as nearly as may be, as if the name of the
company had not been struck off the register, and upon delivery of an office
copy to the Commission for registration, the order shall have effect according
to its tenor, and may be registered accordingly.
(7) Any notice to a liquidator to be sent under this section may be
addressed to the liquidator at his last known place of business, and any letter
or notice to be sent under this section to a company may be addressed to the
company at its registered or head office.

  1. Where a company is dissolved, all property and rights whatsoever
    vested in or held on trust for the company immediately before its dissolution,
    including leasehold property (but not including property held by the company on
    trust for any other person) shall, subject and without prejudice to any order which
    may at any time be made by the Court under section 691 or 692 of this Act, be
    deemed to be vested in the State without further assurance, as bona vacantia.

CENTRAL ACCOUNTS

694.—(1) There shall continue to be an account called the Companies

Liquidation Account, kept on behalf of the Commission by the Accountant-
General of the Federation, into which shall be paid all money received by the

Commission in respect of proceedings under this Act in connection with the
winding-up of companies.
(2) All payments out of money standing to the credit of the Commission
in the Companies Liquidation Account shall be made by the Accountant-General
in the prescribed manner.
695.—(1) If the cash balance standing to the credit of the Companies
Liquidation Account is in excess of the amount which in the opinion of the
Commission is required for the time being to answer demands in respect of

companies’ estates, the Commission shall notify the excess to the Accountant-
General of the Federation and the Accountant-General of the Federation, may

invest the excess or any part thereof, in Government securities, to be placed
to the credit of such account as he may deem fit in the circumstances.

Property of
dissolved
company to
be declared
as bona
vacantia.

Companies
liquidation
account
defined.

Investment
of surplus
funds in
Government
securities.

Companies and Allied Matters Act, 2020 2020 No. 3 A 355
(2) If any part of the money so invested is, in the opinion of the
Commission, required to answer any demand in respect of companies’ estates,
the Commission shall notify the Accountant-General of the Federation the
amount so required, and the Accountant-General of the Federation shall
thereupon repay to the Commission such sum as may be required to the credit
of the Companies Liquidation Account, and for that purpose may direct the
sale of such part of the securities as may be necessary.
(3) The dividends on investments under this section shall be paid to such
account as the Accountant-General of the Federation may direct, and regard
shall be had to the amount thus derived in fixing the fees payable in respect of
proceedings in the winding-up of companies.
696.—(1) The Commission shall keep an account of the receipts and
payments in the winding-up of each company, and, when the cash balance
standing to the credit of the account of any company is in excess of the
amount which, in the opinion of the Committee of Inspection, is required for
the time being to answer demands in respect of that company’s estate, the
Commission shall, on the request of the committee, invest the amount not so
required in Government securities, to be placed to the credit of the said account
for the benefit of the company.
(2) If any part of the money so invested is, in the opinion of the Committee
of Inspection, required to answer any demands in respect of the estate of the
company, the Commission shall, on the request of that committee, raise such
sum as may be required by the sale of such part of the said securities as may
be necessary.
(3) The dividends on investments under this section shall be paid to the
credit of the company.
(4) Where the balance at the credit of any company’s account in the
hands of the Commission exceeds N1,000,000 and the liquidator gives notice
to the Commission that the excess is not required for the purposes of the
liquidation, the company is entitled to interest on the excess at the current
bank rate.

RETURNS BY OFFICERS OF COURT

  1. The officers of the Courts acting in the winding-up of companies
    shall make to the Commission such returns of the business of their respective
    Courts and offices, at such times, and in such manner and form as may be
    prescribed, and from those returns the Commission shall cause books to be
    prepared which shall be opened for public information and searches.

Separate
accounts of
particular
estates.

Returns by
officers in
winding-up.

A 356 2020 No. 3 Companies and Allied Matters Act, 2020
ACCOUNTS TO BE PREPARED ANNUALLY

698.—(1) The Commission and every officer by whom fees are taken
under this Act in relation to the winding-up of companies, shall make returns
and give information to the Accountant-General of the Federation in such
form as he may require and the accounts of the Commission relating to the
winding-up of companies shall be audited at the end of each year in the manner
prescribed by the Constitution.
(2) The Accountant-General of the Federation shall, before the end of
each year in which the audit is made, prepare for submission to the President

an account of the winding-up of companies, as audited by the Accountant-
General for the Federation, showing in respect of such winding-up, the receipts

and expenditure during the previous year, and any other matter which the
President or the Minister, as the case may be, may require.
CHAPTER 25—WINDING-UP OF UNREGISTERED COMPANIES

  1. Subject to the provisions of this Part of this Act, an unregistered
    company may be wound up under this Act and all the provisions of this Act,
    with respect to winding-up shall apply to an unregistered company, with the
    following exceptions—
    (a) the principal place of business of an unregistered company shall, for
    all the purposes of the winding-up, be deemed to be the registered office of
    the company ;
    (b) an unregistered company shall not be wound up under this Act
    voluntarily or subject to supervision ;
    (c) an unregistered company may be wound up if—
    (i) the company is dissolved, or has ceased to carry on business or is
    carrying on business only for the purpose of winding-up its affairs,
    (ii) the company is unable to pay its debts, or
    (iii) the Court is of opinion that it is just and equitable that the company
    should be wound up ; or
    (d) an unregistered company shall, for purposes of this Act, be deemed
    to be unable to pay its debts if—
    (i) a creditor, by assignment or otherwise, to whom the company is
    indebted in a sum exceeding N100,000 then due, has served on the
    company, by leaving at its principal place of business, or by delivering to
    the secretary or some director, manager, or principal officer of the
    company, or by otherwise serving in such manner as the Court may
    approve or direct, a demand under his hand requiring the company to

Annual
accounts of
company
winding-up
and disposal.

Winding-up
of
unregistered
company.

Companies and Allied Matters Act, 2020 2020 No. 3 A 357
pay the sum so due, and the company has for 21 days after the service
of the demand neglected to pay the sum, or to secure or compound for it
to the satisfaction of the creditor,
(ii) any action or other proceedings has been instituted against any
member for any debt or demand due from the company, or from him in
his capacity as a member, and notice in writing of the institution of the
action or proceeding having been served on the company by leaving it at
its principal place of business, or by delivering it to the secretary, or
some director, manager, or principal officer of the company, or by
otherwise serving the notice in such manner as the court may approve
or direct, the company has not within 28 days after service of the notice
secured or compounded for the debt or demand or procured the action
or proceeding to be stayed, or within that period has not indemnified the
defendant to his reasonable satisfaction against the action or proceeding,
and against all costs, damages and expenses to be incurred by him by
reason of the same, or
(iii) execution or other process issued on a judgment, act or order obtained
in any Court in favour of a creditor against the company, or any of its
members or any person authorised to be sued as nominal defendant on
behalf of the company, is returned unsatisfied and it is otherwise proved to
the satisfaction of the Court that the company is unable to pay its debts.
700.—(1) In the event of an unregistered company being wound up—
(a) every person is deemed to be a contributory, who is liable to pay or
contribute to the payment of—
(i) any debt or liability of the company,
(ii) any sum for the adjustment of the rights of the members among
themselves,
(iii) the costs and expenses of winding-up the company, and
(b) every contributory is liable to contribute to the assets of the company
all sums due from him in respect of any such liability.
(2) In the event of the death, bankruptcy, or insolvency of any contributory,
the provisions of this Act with respect to the personal representatives, heirs,
and devisees of deceased contributories, and the trustees of bankrupt or
insolvent contributories, as the case may be, shall apply.

  1. The provisions of this Act with respect to staying and restraining
    actions and proceedings against a company at any time after the presentation
    of a petition for winding-up and before the making of a winding-up order
    shall, in the case of an unregistered company, where the application to stay
    or restrain is by a creditor, extend to actions and proceedings against any
    contributory of the company.

Contributories

in winding-
up

unregistered
company.

Power of
Court to
stay or
restrain
proceedings.

A 358 2020 No. 3 Companies and Allied Matters Act, 2020

  1. Where an order has been made for winding-up an unregistered
    company, no action or proceeding shall be proceeded with or commenced
    against any contributory of the company in respect of any debt of the
    company except by leave of the Court, and subject to such terms as the
    Court may impose.
  2. The provisions of this Chapter of this Act with respect to
    unregistered companies shall be in addition to and not in restriction of any
    provision under this Act, contained with respect to winding-up companies
    by the Court, and the Court or liquidator may exercise any power to do
    any act in the case of unregistered companies which might be exercised
    or done by it or him in winding-up companies formed and registered under
    this Act, but an unregistered company shall not, except in the event of its
    being wound up, be deemed to be a company under this Act, and then only
    to the extent provided by this Chapter of this Act.
    CHAPTER 26—MISCELLANEOUS PROVISIONS APPLYING TO COMPANIES

WHICH ARE INSOLVENT

  1. A person acts as an insolvency practitioner in relation to a company
    by acting as its—
    (a) liquidator, provisional liquidator or official receiver ;
    (b) administrator or administrative receiver ; or
    (c) receiver and manager, or as nominee or supervisor of a company’s
    voluntary arrangement.
    705.—(1) A person is only qualified to act as an insolvency practitioner
    where he—
    (a) has obtained a degree in law, accountancy or such other relevant
    discipline from any recognised University or Polytechnic ;
    (b) has a minimum of five years post qualification experience in matters
    relating to insolvency ;
    (c) is authorised to so act by virtue of a certificate of membership issued
    by Business Recovery and Insolvency Practitioners Association of Nigeria
    (BRIPAN), or his membership of any other professional body recognised
    by the Commission, being permitted to act by or under the rules of that
    body ; and
    (d) holds an authorisation granted by the Commission.
    (2) The Commission may prescribe in its regulations such other additional
    qualifications as may be considered necessary.

Action
stayed on
winding-up
order.

Provisions
of this Part
to be
cumulative.

Acting as
insolvency
practitioner.

Qualification
of
insolvency
practitioner.

Companies and Allied Matters Act, 2020 2020 No. 3 A 359
706.—(1) The Commission may, by an instrument or order, declare a
body which appears to it to fall within subsection (2), to be a recognised
professional body for the purposes of this section.
(2) A body may be recognised if it regulates the practice of a profession
and maintains and enforces rules for securing that its members—
(a) are permitted by or under the rules to act as insolvency practitioners ;
(b) are fit and proper persons to act ; and
(c) meet acceptable requirements as to education and practical training
and experience.
(3) References to members of a recognised professional body are to
persons who, whether members of that body or not, are subject to its rules in
the practice of the profession in question.
(4) An instrument or order made under subsection (1) in relation to a
professional body may be revoked by a further order if it appears to the
Commission that the body no longer falls within subsection (2).
707.—(1) Application may be made to the Commission for authorisation
to act as an insolvency practitioner, and the application shall—
(a) be made in such manner as the Commission may specify ;
(b) contain or be accompanied with a certificate of membership issued
by BRIPAN or any other professional body approved by the Commission
and such information as the Commission may reasonably require for the
purpose of determining the application ; and
(c) be accompanied by the prescribed fee in the regulations issued by
the Commission.
(2) At any time after receiving the application and before determining it,
the Commission may require the applicant to furnish additional information.
(3) An application may be withdrawn before it is granted or refused.
708.—(1) The Commission may, on an application duly made and after
being furnished with all such information as it may require, grant or refuse the
application.
(2) The Commission shall grant the application if it appears to it from
the information furnished by the applicant and having regard to such other
information, if any, that the applicant—
(a) is a fit and proper person to act as an insolvency practitioner, and
(b) meets the prescribed requirements with respect to education and
practical training and experience.

Recognition
of
professional
body by the
Commission.

Application
for
authorisation
to act as
insolvency
practitioner.

Commission
to notify the
party of the
refusal or
withdrawal
of
authorisation.

A 360 2020 No. 3 Companies and Allied Matters Act, 2020
(3) An authorisation granted pursuant to the application shall take effect
from the date of grant by the Commission.
(4) Authorisation granted may be withdrawn by the Commission if it
appears to it that the holder of the authorisation is no longer a fit and proper
person to act as an insolvency practitioner.
(5) An authorisation granted may be withdrawn by the Commission at
the request or with the consent of the holder of the authorisation.
709.—(1) Where the Commission refuses an application or withdraws
an authorisation it shall within seven days notify the party in writing stating the
reasons for the refusal or withdrawal of the authorisation, and the party affected
within 21 days of the receipt of the notification may apply by summons on
notice to the Court having jurisdiction in insolvency matter, for a review of the
decision of the Commission and the Court, upon hearing the summons, may
refuse or grant the summons on such terms as it deems fit.
(2) An appeal from the decision of the Court shall lie to the Court of
Appeal and the decision of the Court of Appeal is final.
CHAPTER 27—ARRANGEMENTS AND COMPROMISE

  1. In this Chapter, the word “arrangement” means any change in the
    rights or liabilities of members, debenture holders or creditors of a company
    or any class of them or in the regulation of a company, other than a change
    effected under any other provision of this Act or by the unanimous agreement
    of all parties affected.
    711.—(1) Where under a scheme proposed for a compromise,
    arrangement or reconstruction between two or more companies or the merger
    of any two or more companies, the whole or any part of the undertaking or the
    property of any company concerned in the scheme (in this section referred to
    as “the transfer of company”) is to be transferred to another company, the
    Court may, on the application in summary of any of the companies to be
    affected, order separate meetings of the companies to be summoned in such
    manner as the Court may direct.
    (2) If a majority representing at least three-quarter in value of the
    share of members being present and voting either in person or by proxy at
    each of the separate meetings, agree to the scheme, an application may
    be made to the Court by one or more of the companies, and the Court shall
    sanction the scheme.
    (3) When the scheme is sanctioned by the Court, it becomes binding on
    the companies, and the Court may, by the order sanctioning the scheme or by
    any subsequent order, make provision for—

Review of
Commission’s
decision.

Definition of
arrangement.

Arrangement
or
compromise
between
two or more
companies.

Companies and Allied Matters Act, 2020 2020 No. 3 A 361
(a) the transfer to the transferee company of the whole or any part of the
undertaking and of the property or liabilities of any transferor company ;
(b) the allotting or appropriation by the transferee company of shares,
debentures, policies or other like interests in that company which under the
compromise or arrangement are to be allotted or appropriated by that
company to or for any person ;
(c) the continuation by or against the transferee company of legal
proceedings pending by or against any transferor company ;
(d) the dissolution, without winding-up, of any transferor company ;
(e) the provision to be made for any persons who in such manner as the
court may direct, dissent from the compromise or arrangement ; and
(f ) such incidental, consequential and supplemental matters as are
necessary to secure that the reconstruction or merger shall be fully and
effectively carried out.
(4) An order under subsection (3) (d) shall not be made unless—
(a) the whole of the undertaking and the property, assets and liabilities
of the transferor company are being transferred into the transferee
company ; and
(b) the Court is satisfied that adequate provision by way of compensation
or otherwise have been made with respect to the employees of the company
to be dissolved.
(5) Where an order under this section provides for the transfer of property
or liabilities, that property or liabilities shall, by virtue of the order, be transferred
to and become the property or liabilities of the transferee company, and in the
case of any property, if the order so directs, freed from any charge which is
by virtue of the compromise or arrangement to cease to have effect.
(6) Where an order is made under this section, every company in relation
to which the order is made shall cause an office copy of the order to be
delivered to the Commission for registration within seven days after the making
of the order, and a notice of the order shall be published in the Federal
Government Gazette and in at least one national newspaper and if in default
shall be liable to a fine in such amount as may be prescribed by the Commission
in its regulations.
(7) In this section—
(a) “property” includes property rights and powers of every description ;
(b) “liabilities” includes rights, powers and duties of every description
notwithstanding that such rights, powers and duties are of a personal character
which could not generally be assigned or performed vicariously ; and

A 362 2020 No. 3 Companies and Allied Matters Act, 2020
(c)”company” where used in this section does not include any company
other than a company within the meaning of this Act.

  1. (1) Where a scheme or contract, not being a take-over bid under
    the Investment and Securities Act involving the transfer of shares or any
    class of shares in a company (in this section referred to as “the transfer of
    company”) to another company, whether a company within the meaning of
    this Act or not (in this section referred to as ‘the transferee company’) has,
    within four months after the making of the offer in that behalf by the transferee
    company been approved by the holders of at least nine-tenth in value of the
    shares of the company (other than shares already held at the date of the offer
    by a nominee for the transferee company, or its subsidiary), the transferee
    company may at any time within two months after the expiration of the said
    four months give notice in the prescribed manner to any dissenting shareholder
    that it desires to acquire his shares.
    (2) When a notice under subsection (1) is given, the transferee company
    is, unless on an application made by the dissenting shareholder within one
    month from the date on which the notice was given, unless the Court deems
    fit to order otherwise, entitled and bound to acquire those shares on the terms
    on which, under the scheme or contract, the shares of the approving
    shareholders are to be transferred to the transferee company.
    (3) Where shares in the transferor company of the said class or classes
    as the shares whose transfer is involved are already held as specified in
    subsection (1) to a value greater than one-tenth of the aggregate of their
    value and that of the share (other than those already held as specified in that
    subsection) whose transfer is involved, the provisions of this section do not
    apply unless—
    (a) the transferee company offers the same terms to all holders of the
    shares (other than those already held) whose transfer is involved, or where
    those shares include shares of different classes, of each class of them ; and
    (b) the holders who approve the scheme or contracts besides holding at
    least nine-tenth in value of the shares (other than those already held as
    aforesaid) whose transfer is involved, shall be at least three- quarters in
    number of the holders of those shares.
    (4) Where a notice has been given by the transferee company under
    subsection (1) and the Court has not, on an application made by the dissenting
    shareholder, ordered to the contrary, the transferee company shall—
    (a) on the expiration of one month from the date on which the notice has
    been given or if an application to the Court by the dissenting shareholder is
    then pending after that application has been disposed of, transmit a copy of

Provisions
applicable to
schemes or
contract
involving
transfer of
shares in a
company.
Cap. I24,
LFN, 2004.

Companies and Allied Matters Act, 2020 2020 No. 3 A 363
the notice to the transferor company together with an instrument of transfer
executed on behalf of the shareholder by any person appointed by the
transferee company and on its behalf by the transferee company; and
(b) pay or transfer to the transferor company the amount or other
consideration representing the price payable by the transferee company
for the shares which by virtue of this section that company is entitled to
acquire, and the transferor company shall thereupon register the transferee
company as the holder of those shares.
(5) Any sum received by the transferor company under this section
shall be paid into a separate bank account, and such sums and any other
consideration so received shall be held by that company on trust for the several
persons entitled to the shares in respect of which the said sums or other
consideration, were respectively received.
(6) In this section, “dissenting shareholder” includes a shareholder who
has not assented to the scheme or contract and any shareholder who has
failed or refused to transfer to the transferee company in accordance with the
scheme or contract.

  1. (1) This section applies where, in pursuance of any such scheme
    or contract, shares in a company are transferred to another company or its
    nominee, and those shares together with any other shares in the first mentioned
    company held by, or by a nominee for the transferee company or its subsidiary
    at the date of the transfer comprise or include nine-tenth in value of the shares
    in the first mentioned company or of a class of those shares.
    (2) The transferee company shall, within one month from the date of the
    transfer (unless on a previous transfer in pursuance of the scheme or contract
    it has already complied with this requirement), give notice of that fact in the
    prescribed manner to the holder of the remaining shares or of the remaining
    shares of that class, as the case may be, who have not assented to the scheme
    or contract.
    (3) A holder may, within three months from the giving of the notice to
    him, require the transferee company to acquire the shares in question.
    (4) If a shareholder gives notice under subsection (3) with respect to
    any share, the transferee company is entitled and bound to acquire those
    shares on the terms on which under the scheme or contract the shares of the
    approving shareholders were transferred to it, or on such other terms as may
    be agreed on as the Court hearing the application of either the transferee
    company or the shareholder deems fit.

Provisions
applicable to
dissenting
shareholders.

A 364 2020 No. 3 Companies and Allied Matters Act, 2020
714.—(1) With a view to effecting any arrangement, a company may
by special resolution resolve that the company be put into members’ voluntary
winding-up and that the liquidator be authorised to sell the whole or part of its
undertaking or assets to another body corporate, whether a company within
the meaning of this Act or not (in this section called “the transferee company”)
in consideration or part consideration of fully paid shares, and to distribute the
same in specie among the members of the company in accordance with their
rights in the liquidation.
(2) Any sale or distribution in pursuance of a special resolution under
this section is binding on the company and all its members and each member
shall be deemed to have agreed with the transferee company to accept the
fully paid shares, debentures, policies, cash or other like interests to which he
is entitled under such distribution :
Provided that if—
(a) within one year from the date of the passing of any special resolution
as is referred to in subsection (1), an order is made under sections 353 –
355 of this Act dealing with relief on the grounds of unfairly prejudicial and
oppressive conduct or for the winding-up of the company under a creditors’
voluntary winding-up, the arrangement for the sale and distribution shall not
be valid unless sanctioned by the Court ; or
(b) any member of the company, by writing addressed to the liquidator
and left at the registered office or head office of the company, within 30
days after the passing of the resolution, dissents in respect of any of the
shares held by him, the liquidator shall either abstain from carrying the
resolution into effect or shall purchase such shares at a price to be
determined in the manner provided by subsection (4).
(3) Any member who fails to signify his dissent in accordance with
subsection (2) is deemed to have accepted the resolution.
(4) If the liquidator elects to purchase the shares of any member who
has expressed his dissent in accordance with subsection (2), the price payable
shall be determined by agreement in the case of a private company in which
aliens do not participate, and in the case of a public company or a private
company in which aliens participate, by the Securities and Exchange
Commission :
Provided that in the case of a private company in which no aliens participate—
(a) such price is determined by estimating what the member concerned
would have received had the whole of the undertaking of the company been
sold as a going concern for cash to a willing buyer and the proceeds, less the

Arrangement
on sale of
company’s
property
during
members’
voluntary
winding-up.

Companies and Allied Matters Act, 2020 2020 No. 3 A 365
cost of winding-up, been divided amongst the members in accordance with
their rights ; and
(b) the purchase money is paid by the company before the company is
dissolved and be raised by the liquidator or, in default of any direction in the
special resolution, in such manner as he may think fit as part of the expenses
of the winding-up.
(5) Nothing contained in this section authorises any variation or abrogation
of the rights of any creditor of the company.
(6) If any company, otherwise than under this section, sells or resolves
to sell the whole or part of its undertaking or assets to another body corporate
in consideration or part consideration of any shares, debentures, policies or
other like interest in that body corporate, and resolves to distribute the same in
specie among members of the company (whether in liquidation or by way of
dividend), any member of the company may by notice in writing addressed to
the company and left at the registered office or head office of the company
within 30 days after the passing of the resolution authorising such distribution,
require the company either to abstain from carrying the resolution into effect
or to purchase any of his shares at a price to be determined in the manner
provided by subsection (4).
(7) Nothing contained in subsection (6) authorises any company to
purchase its own shares or make any distributions to its shareholders except
in accordance with the provisions of this Act.

  1. (1) Where a compromise or arrangement is proposed between a
    company and its creditors or any class of them, the Court may, on the
    application, in a summary way, of the company or any of its creditors or
    members or, in the case of a company being wound up, of the liquidator, order
    a meeting of the creditors or class of creditors, or of the members of the
    company, or class of members, as the case may be, to be summoned in such
    a manner as the Court directs.
    (2) If a majority representing at least three quarters in value of the shares
    of members or class of members, or of the interest of creditors or class of
    creditors, as the case may be, being present and voting either in person or by
    proxy at the meeting, agree to any compromise or arrangement, the compromise
    or arrangement may be referred by the Court to the Securities and Exchange
    Commission which shall appoint one or more inspectors to investigate the
    fairness of the compromise or arrangement and to make a written report on it
    to the Court within a time specified by the Court.
    (3) If the Court is satisfied as to the fairness of the compromise or
    arrangement, it shall sanction the same and the compromise or arrangement
    Power to
    compromise
    with
    creditors and
    members.

A 366 2020 No. 3 Companies and Allied Matters Act, 2020
shall be binding on all the creditors or the class of creditors or on the members
or the class of members as the case may be, and also the company or in the
case of a company in the course of being wound up, on the liquidator and
contributories of the company.
(4) An order made under subsection (3) shall have no effect until a
certified true copy of the order has been delivered by the company to the
Commission for registration and a copy of every order shall be annexed to
every copy of the memorandum of the company issued after the order has
been made.
(5) If a company defaults in complying with subsection (4), the company
and each officer of the company is liable to a penalty as prescribed by the
Commission in the regulations.
(6) In this section and section 716 of this Act, “company” means any
company liable to be wound up under this Act.
716.—(1) Where a meeting of creditors or any class of creditors or of
members or any class of members is summoned under section 715 of this Act,
there shall—
(a) with every notice summoning the meeting which is sent to a creditor
or member, be sent also a statement explaining the effect of the compromise
or arrangement and in particular stating any material interests of the directors
of the company, whether as directors or as members or as creditors of the
company or otherwise, and the effect of the compromise or arrangement in
so far as it is different from the effect on the like interest of other persons
; and
(b) in every notice summoning the meeting which is given by
advertisement, be included such a statement, or a notification of the place
at which and the manner in which creditors or members entitled to attend
the meeting may obtain copies of such a statement.
(2) Where the compromise or arrangement affects the rights of debenture
holders of the company, the statement shall give the like explanation as respects
the trustees of any deed for securing the issue of the debenture as it is required
to give as respects the company’s directors.
(3) Where a notice given by advertisement includes a notification that
copies of a statement explaining the effects of the compromise or arrangement
proposed can be obtained by creditors or members entitled to attend the
meeting, every such creditor or member shall, on making application in the
manner indicated by the notice, be furnished by the company free of charge
with a copy of the statement.

Information
as to
compromise
with
creditors and
members.

Companies and Allied Matters Act, 2020 2020 No. 3 A 367
(4) Where a company makes default in complying with any requirement
of this section, the company and every officer of the company are liable to a
penalty as prescribed by the Commission in the regulations and for the purpose
of this subsection any liquidator of the company and any trustee of a deed for
securing the issue of debentures of the company shall be deemed to be an
officer of the company :
Provided that a person is not liable under this subsection, if that person shows
that the default was due to refusal of any other person, being a director or
trustee for debenture holders, to supply the necessary particulars as to his
interests.
(5) A director of the company and any trustee for debenture holders of
the company shall give notice to the company of such matters relating to
himself as may be necessary for the purpose of this section, and any person
who defaults in complying with this subsection is liable to a penalty as prescribed
by the Commission in the regulations.
717.—(1) No winding-up petition or enforcement action by a creditor
(secured or unsecured) shall be entertained against any company or its assets
that has commenced a process of arrangement and compromise with its
creditors for six months from the time that the company by way of affidavit
provides the following documents to the Court—
(a) a document setting out the terms intended to be proposed to the
creditors in an arrangement or compromise ;
(b) a statement of the company’s affairs containing the particulars of
the company’s creditors and its debts and other liabilities and of its assets;
(c) such other information as the Court may require ; and
(d) a statement that the company desires a protection from a winding-up
process pending the completion of the arrangement or compromise.
(2) Notwithstanding the provisions of subsection (1), a secured creditor
may, by application to the Court filed within 30 days of notice of the arrangement
and compromise, discharge the six months moratorium period provided in
subsection (1) if—
(a) the asset of the company sought to be enforced by the creditor does
not form part of the company’s pool of assets to be considered under the
arrangement and compromise proceeding ;
(b) the asset sought to be enforced by the creditor is a perishable goods
or commodities which may depreciate or dissipate before expiration of the
six months moratorium period ;
(c) the secured creditor enforces its security over the assets before receiving
notice of the company’s proposed arrangement and compromise ; or

Moratorium
on creditors
voluntary
winding-up
in a scheme
of
arrangement.

A 368 2020 No. 3 Companies and Allied Matters Act, 2020
(d) the company consents in writing for a secured creditor to enforce its
right over the company’s asset within the six months moratorium period :
Provided that the company, upon the approval or consent shall file a further
affidavit updating the Court of the dissipation of the said asset.

CHAPTER 28—NETTING

  1. In this Chapter—
    “financial regulatory authority” means—
    (a) the Central Bank of Nigeria ;
    (b) the Securities and Exchange Commission ;
    (c) the National Insurance Commission ;
    (d) the National Pension Commission ; and
    (e) any other financial regulatory authority established by an Act of
    the National Assembly ;
    “cash” means money credited to an account in any currency or a similar
    claim for repayment of money, such as a money market deposit ;
    “collateral” means any—
    (a) cash in any currency ;
    (b) securities of any kind, including debt and equity securities ;
    (c) guarantees, letters of credit and obligations to reimburse ; and
    (d) any asset commonly used as collateral in Nigeria ;
    “collateral arrangement” means any margin, collateral, security
    arrangement or other credit enhancement related to or forming part of a
    netting agreement or one or more qualified financial contracts entered into
    thereunder, including—
    (a) a pledge, charge or any other form of security interest in collateral,
    whether possessory or non-possessory ;
    (b) a title transfer collateral arrangement ;
    (c) a security interest collateral arrangement ; and
    (d) any guarantee, letter of credit or reimbursement obligation by or
    to a party to one or more qualified financial contracts, in respect of those
    qualified financial contracts ;
    “insolvent party” means the party in relation to which an insolvency
    proceeding under the laws of Nigeria has been instituted ;
    “liquidator” means the liquidator, administrator, nominee, supervisor,
    receiver, trustee, conservator or other individual, person or entity which
    administers the affairs of an insolvent party during an insolvency proceeding
    under the laws of Nigeria ;

Definition of
applicable
concepts.

Companies and Allied Matters Act, 2020 2020 No. 3 A 369
“netting” means the occurrence of the following—
(a) termination, liquidation or acceleration of any payment or delivery
obligation or entitlement under one or more qualified financial contracts
entered into under a netting agreement;
(b) calculation or estimation of a close-out value, market value,
liquidation value or replacement value in respect of each obligation or
entitlement or group of obligations or entitlements terminated, liquidated
or accelerated under paragraph (a) ;
(c) conversion of any values calculated or estimated under
paragraph (b) into a single currency ; and
(d) determination of the net balance of the values calculated under
paragraph (b), as converted under paragraph (c), whether by operation
of set-off or otherwise ;
“netting agreement” means any—
(a) agreement between two parties that provides for netting of present
or future payment or delivery obligations or entitlements arising under or
in connection with one or more qualified financial contracts entered into
under the agreement by the parties to the agreement (a “master netting
agreement”) ;
(b) master agreement between two parties that provides for netting
of the amounts due under two or more master netting agreements (a
“master-master netting agreement”) ; and
(c) collateral arrangement related to or forming part of one or more
of the foregoing ;
“non-insolvent party” means the party other than the insolvent party;
“party” means a person constituting one of the parties to a netting
agreement ;
“person” includes partnerships, companies, regulated entities such as
banks, insurance companies and pension fund administrators, or any other
body corporate (including statutory corporations or statutory bodies) whether
organised under the laws of Nigeria or under the laws of any other jurisdiction,
and any international or regional development bank or other international or
regional organisation ;
“qualified financial contract” means any financial agreement, contract
or transaction, including any terms and conditions incorporated by reference
in any financial agreement, contract or transaction, pursuant to which
payment or delivery obligations are due to be performed at a certain time or
within a certain period of time and whether or not subject to any condition
or contingency and includes—

A 370 2020 No. 3 Companies and Allied Matters Act, 2020
(a) a currency, cross-currency or interest rate swap ;
(b) a basis swap ;
(c) a spot, future, forward or other foreign exchange transaction ;
(d) a cap, collar or floor transaction ;
(e) a commodity swap ;
(f ) a forward rate agreement ;
(g) a currency or interest rate future ;
(h) a currency or interest rate option ;
(i) an equity derivative, such as an equity or equity index swap, equity
forward, equity option or equity index option ;
(j) a derivative relating to bonds or other debt securities or to a bond or
debt security index, such as a total return swap, index swap, forward, option
or index option ;
(k) a credit derivative, such as a credit default swap, credit default basket
swap, total return swap or credit default option ;
(l) an energy derivative, such as an electricity derivative, oil derivative,
coal derivative or gas derivative ;
(m) a weather derivative, such as a weather swap or weather option ;
(n) a bandwidth derivative ;
(o) a freight derivative ;
(p) an emissions derivative, such as an emissions allowance or emissions
reduction transaction ;
(q) an economic statistics derivative, such as an inflation derivative ;
(r) a property index derivative ;
(s) a spot, future, forward or other securities or commodities transaction ;
(t) a securities contract, including a margin loan and an agreement to
buy, sell, borrow or lend securities, such as a securities repurchase or
reverse repurchase agreement, a securities lending agreement or a
securities buy or sell back agreement, including any such contract or
agreement relating to mortgage loans, interests in mortgage loans or
mortgage-related securities ;
(u) a commodities contract, including an agreement to buy, sell, borrow
or lend commodities, such as a commodities repurchase or reverse
repurchase agreement, a commodities lending agreement or a commodities
buy or sell back agreement ;
(v) a collateral arrangement ;
(w) an agreement to clear or settle securities transactions or to act as a
depository for securities ;

Companies and Allied Matters Act, 2020 2020 No. 3 A 371
(x) any other agreement, contract or transaction similar to any agreement,
contract or transaction referred to in paragraphs (a) – (w) with respect to
one or more reference items or indices relating to interest rates, currencies,
commodities, energy products, electricity, equities, weather, bonds and other
debt instruments, precious metals, quantitative measures associated with
an occurrence, extent of an occurrence, or contingency associated with a
financial, commercial or economic consequence, or economic or financial
indices or measures of economic or financial risk or value ;
(y) any swap, forward, option, contract for differences or other derivative
in respect of, or combination of, one or more agreements or contracts
referred to in paragraphs (a-x) ; and
(z) any agreement, contract or transaction designated as such by the
financial regulatory authority under this Act ;
“security interest collateral arrangement” means “security financial
collateral arrangement” as defined in Chapter 9 (Debentures) of this Act
and includes charges ; and
“title transfer collateral arrangement” means a margin, collateral or
security arrangement related to a netting agreement based on the transfer
of title to collateral, whether by outright sale or by way of security, including
a sale and repurchase agreement, securities lending agreement, or securities
buy or sell-back agreement.

  1. A financial regulatory authority may, in relation to the relevant
    sector it regulates, by notice issued under this section, designate as “qualified
    financial contracts” any agreement, contract or transaction, or type of
    agreement, contract or transaction, in addition to those listed in this section.
  2. A qualified financial contract shall not be and shall be deemed
    never to have been void or unenforceable by reason of the Gaming Machines
    (Prohibition) Act or any other laws relating to games, gaming, gambling,
    wagering or lotteries.
    721.—(1) The provisions of a netting agreement is enforceable in
    accordance with their terms, including against an insolvent party, and, where
    applicable, against a guarantor or other person providing security for a party
    and shall not be stayed, avoided or otherwise limited by—
    (a) any action of the liquidator ;
    (b) any other provision of law relating to bankruptcy, reorganisation,
    composition with creditors, receivership or any other insolvency proceeding
    an insolvent party may be subject to ; or
    (c) any other provision of law that may be applicable to an insolvent
    party, subject to the conditions contained in the applicable netting agreement.

Powers of a
financial
regulatory
authority.
Enforceability
of a qualified
financial
contract.
Cap. G1
LFN, 2004.
Enforceability
of netting
agreements.

A 372 2020 No. 3 Companies and Allied Matters Act, 2020
(2) After commencement of insolvency proceedings in relation to a
party, the only obligation, if any, of either party to make payment or delivery
under a netting agreement shall be equal to its net obligation to the other party
as determined in accordance with the terms of the applicable netting agreement.
(3) After commencement of insolvency proceedings in relation to a party,
the only right, if any, of either party to receive payment or delivery under a
netting agreement shall be equal to its net entitlement with respect to the other
party as determined in accordance with the terms of the applicable netting
agreement.
(4) Any power of the liquidator to assume or repudiate individual contracts
or transactions will not prevent the termination, liquidation or acceleration of
all payment or delivery obligations or entitlements under one or more qualified
financial contracts entered into under or in connection with a netting agreement,
and applies, if at all, only to the net amount due in respect of all of such
qualified financial contracts in accordance with the terms of such netting
agreement.
(5) The provisions of a netting agreement which provide for the
determination of a net balance of the close-out values, market values, liquidation
values or replacement values calculated in respect of accelerated or terminated
payment or delivery obligations or entitlements under one or more qualified
financial contracts entered into is not affected by any applicable insolvency
law limiting the rights to set off, offset or net out obligations, payment amounts
or termination values owed between an insolvent party and another party.
(6) The liquidator of an insolvent party may not avoid—
(a) any transfer, substitution or exchange of cash, collateral or any other
interests under or in connection with a netting agreement from the insolvent
party to the non-insolvent party ; or
(b) any payment or delivery obligation incurred by the insolvent party
and owing to the non-insolvent party under or in connection with a netting
agreement on the grounds of it constituting a preference by the insolvent
party to the non-insolvent party,
unless there is clear and convincing evidence that the non-insolvent party—
(i) made such transfer,
(ii) incurred such obligation with actual intent to hinder, delay, or defraud
any entity to which the insolvent party was indebted or became indebted,
on or after the date that such transfer was made or such obligation was
incurred.

Companies and Allied Matters Act, 2020 2020 No. 3 A 373
(7) Reasonable notice to interested parties, individuals, persons or entities
shall be required for the realisation, appropriation or liquidation of collateral
under a collateral arrangement unless otherwise agreed by the parties :
Provided that this subsection is without prejudice to any applicable provision
of law requiring that realisation, appropriation or liquidation of collateral is
conducted in a commercially reasonable manner.
(8) For the purposes of this section—
(a) a netting agreement is deemed to be a netting agreement
notwithstanding the fact that the netting agreement may contain provisions
relating to agreements, contracts or transactions that are not qualified financial
contracts defined in section 718, provided, however, that, for the purposes of
this section, such netting agreement shall be deemed to be a netting agreement
only with respect to those agreements , contracts or transactions that fall
within the definition of “qualified financial contract” in this Chapter ;
(b) a collateral arrangement is deemed to be a collateral arrangement
notwithstanding the fact that such collateral arrangement may contain
provisions relating to agreements, contracts or transactions that are not a
netting agreement or qualified financial contracts as defined in section 718
of this Act, provided, however, that, for the purposes of this section, such
collateral arrangement shall be deemed to be a collateral arrangement only
with respect to those agreements, contracts or transactions that fall within
the definition of “netting agreement” or “qualified financial contract” as
defined in section 718 of this Act ; and
(c) a netting agreement and all qualified financial contracts entered into
shall constitute a single agreement.

CHAPTER 29—MISCELLANEOUS AND SUPPLEMENTAL

APPLICATION OF THIS PART

722.—(1) Except as otherwise provided, Part B of this Act, applies to—
(a) all companies formed and registered under this Act ;
(b) all existing companies ;
(c) all companies incorporated, formed or registered under other
enactments ; and
(d) unregistered companies.
(2) This Act does not apply to unions of workers or of employers.

Application
of this Part.

A 374 2020 No. 3 Companies and Allied Matters Act, 2020
723.—(1) Except as otherwise expressly provided in this Act—
(a) the provisions of this Act shall have effect notwithstanding anything
to the contrary contained in the memorandum or articles of a company, or
in any agreement executed, by it, or in any resolution passed by the company
in general meeting or by its board of directors whether the same be
registered, executed or passed, as the case may be, before or after the
commencement of this Act ; and
(b) any provision contained in the memorandum or articles, agreement
or resolution as in paragraph (a) shall, to the extent to which it is repugnant
to the provisions of this Act, become or be void, as the case may be.
(2) Any provision of this Act overriding or interpreting a company’s
articles shall, except as provided by this Act, apply in relation to articles in
force at the commencement of this Act, as well as to articles coming into
force thereafter, and shall apply also in relation to a company’s memorandum
as it applies in relation to its articles.

  1. In its application to existing companies, this Act shall apply in the
    same manner—
    (a) in the case of a limited company, other than a company limited by
    guarantee, as if the company had been formed and registered under this
    Act as a company limited by shares ;
    (b) in the case of a company limited by guarantee, as if the company has
    been formed and registered under this Act as a company limited by
    guarantee ; and
    (c) in the case of a company, other than a limited company, as if the
    company had been formed and registered under this Act as an unlimited
    company :
    Provided that reference, express or implied, to the date of registration shall be
    construed as a reference to the date at which the company was registered
    under the Companies Act, 1912 as the first Nigerian enactment in respect of
    companies, or as the case may be, any enactment relating to companies
    thereafter in force in Nigeria before the commencement of this Act.
  2. This Act applies to every company registered but not formed under
    the Companies Act, 1912 referred to in section 724 of this Act or, as the case
    may be, any enactment relating to companies in force in Nigeria before the
    commencement of this Act :
    Provided that reference, express or implied, to the date of registration shall be
    construed as a reference to the date at which the company was registered
    under the enactment in force in Nigeria at the date when it was registered.

Act to
override
memorandum
and articles.

Application
of Act to
companies
registered
under former
enactments.

Application
of Act to
companies
registered
but not
formed.

Companies and Allied Matters Act, 2020 2020 No. 3 A 375

  1. This Act applies to every unlimited company registered as a limited
    company under section 52 of the Companies and Allied Matters Act, 1990 or
    of any enactment replaced by that section, as the case may be, in the same
    manner as it applies to an unlimited company registered under this Act as a
    limited company :
    Provided that reference, express or implied, to the date of registration shall be
    construed as a reference to the date at which the company was registered a