The Companies and Allied Matters Act. 1990 (the Companies Act)
is the principal law regulating the incorporation of businesses.
The administration of the Companies Act is undertaken by the
CORPORATE AFFAIRS COMMISSION (CAC) and its functions include:
the regulation and supervision
of the formation
management and winding Up of companies.
The maintenance of a Companies
The conduct of investigation
into the affairs of any company in the interest of
shareholders and the public.
Minimum Share Capital and
Disclosures in Memorandum of Association
The minimum authorized share capital is N10, 000 in the case of
private companies of N500,000 in the case of public companies.
The Memorandum of Association must state inter-alia that the
subscribers shall take amongst them a total number of shares of
a value not less than 25 per cent of the authorized capital and
that each subscriber shall write opposite his name the number of
shares he takes
The law permits and acknowledges the roles of attorneys, etc. in
facilitating business transactions provided of course, that this
agency arrangement is disclosed
Membership of the Company
prohibition of trusts
The Companies Act prohibits notice of any trust, express,
implied or constructive; and such shall not be entered on the
register of members or be receivable by the CAC.Shares
All Categories of Company Shares to Carry one Vote. Shares with
weighted; voting right are prohibited. All shares (i.e. whether
ordinary or preferential) issued by a company must carry one
vote in respect of each share.
Consequently, preference shareholders are entitled to receive
notices and attend all general meetings of the company and may
speak and vote on any resolution before the meeting.
Disclosures to Be Published In
Company Correspondence and Business Premises
Every company is obliged to disclose on its letterhead papers
used in correspondence, the following particulars:
Name of the
Names of Directors and
Alternate Directors (if any)
addition, the law requires companies/enterprises to ensure that
the Certificate of Registration be displayed in conspicuous
positions at their principal and branch offices.