Latest updates

Incorporated trusts can hold shares in limited liability companies
  • Nigeria
  • 07 March 2016

​The Corporate Affairs Commission recently issued a circular confirming that incorporated trusts can hold shares in limited liability companies. The circular also contains guidelines regulating the holding and acquisition of such shares by incorporated trusts and not-for-profit entities.

Corporate Manslaughter Bill: implications for corporate entities
  • Nigeria
  • 01 June 2015

The Corporate Manslaughter Bill 2010 recently passed its second reading at the National Assembly. The bill will penalise public and private organisations and arms of government whose activities cause the death of an individual. It is designed to serve the public interest by ensuring that organisations exercise reasonable care in the way they manage their activities. However, it has attracted a lot of criticism.

Court confirms company bylaws must be observed when calling a meeting
  • Nigeria
  • 09 February 2015

The Court of Appeal recently ruled that compliance with a company's memorandum and articles of association is mandatory in order to validate the company's meetings. Actions taken at a convened meeting that fails to comply with these will be declared void and set aside by the court.

SEC and NSE introduce voting restrictions to protect minority interests
  • Nigeria
  • 24 November 2014

The Nigerian Stock Exchange has introduced rules which seek to protect minority shareholder interests by barring interested persons from voting on transactions where they stand to benefit from the proposed transaction. The Securities and Exchange Commission has also published a draft of its version of the rule. The proposed rules demonstrate the regulator's efforts to ensure that minority interests are protected.

Corporate Affairs Commission: introducing legislative oversight
  • Nigeria
  • 18 August 2014

The Senate has passed a bill seeking to introduce revisions which may have far-reaching consequences on Nigeria's business, commercial and, to an extent, political landscape. Among other things, it would make the appointment of the chairman of the Corporate Affairs Commission (CAC) subject to confirmation by the Senate and require presentation of the CAC's annual financials to the legislature for approval.

Complying with amended corporate governance code
  • Nigeria
  • 14 July 2014

The Code of Corporate Governance for Public Companies 2003 was recently amended and compliance with its provisions is now mandatory. The amendment restates some of the rights of shareholders provided for by the Companies and Allied Matters Act 1990 and introduces new provisions relating to corporate behaviour.

Shareholder groups seek removal of limitation period for unclaimed dividends
  • Nigeria
  • 12 May 2014

Shareholder groups have demanded that Section 385 of the Companies and Allied Matters Act 1990 be amended or expunged in order to remove the 12-year limitation period within which shareholders may claim for previously declared but unclaimed dividends. The issue continues to raise concerns in many quarters, including among shareholder groups and associations, the regulator and the government.

Company in dispute cannot amend members' register without court leave
  • Nigeria
  • 27 January 2014

Recently in Econet Wireless Nigeria Limited v Econet Wireless International Limited the Court of Appeal ruled that a company must seek leave of court before amending its register of members where a dispute exists between it and the member who will be affected by the proposed amendment.

Corporate personality: court restates fraud as ground for lifting corporate veil
  • Nigeria
  • 16 December 2013

Although the doctrine of separate legal entity of a company is sacrosanct, there are occasions when the law allows lifting of the corporate veil, some of which have been enshrined in the Companies and Allied Matters Act. One such exception is when founders hide under the cloak of a separate corporate entity in perpetuating fraud, as the Supreme Court recently restated in Mezu v CB (Nig) Limited.

Government reduces business registration fees
  • Nigeria
  • 11 November 2013

In its continued bid to promote enterprise and reform the investment climate, the federal government recently announced a reduction in the cost of business registration. Under the new regulations, capital registration fees for limited liability companies have been reduced across the board. This reduction in fees is a positive development, and it is envisaged that both foreign and local investors will take full advantage of it.

Warehouse receipt system regime on the way
  • Nigeria
  • 14 October 2013

In a bid to ensure that a suitable regulatory framework for the exchange and trade in produce and other related commodities exists, the Warehouse Receipt System Bill was recently introduced. The warehouse receipt system allows farmers or traders to access storage facilities and finance by depositing their produce with a warehousing agent.

Review of LLPs under the Partnership Law of Lagos State
  • Nigeria
  • 07 October 2013

The Partnership Law of Lagos State provides for limited liability partnerships. It is essentially a legal vehicle for the association of persons who intend to engage in a joint trade or business for profit, allowing them to enjoy most of the benefits afforded to limited liability companies. While the law still requires some refinement, it has reinvigorated Lagos State's business enterprise landscape.

New measures enhance disclosure and ease company registrations
  • Nigeria
  • 07 May 2013

As part of the Investment Climate Reform Programme, which aims to reduce the cost of doing business in Nigeria and improve Nigeria's competitiveness rating as a foreign direct investment destination, the Corporate Affairs Commission and the Nigeria Investment Promotion Commission have recently made changes that impact on the registration of business entities in Nigeria.

Introduction of the Investment Promotion Commission's One-Stop Shop
  • Nigeria
  • 18 September 2006

The Nigerian Investment Promotion Commission aims to promote and monitor foreign investments in Nigeria. The commission's one-stop shop was introduced to facilitate the grant of the permits, licences and approvals that foreigners must obtain to conduct business in Nigeria. It is hoped that the provision of transparent and efficient services will lead to a more attractive investment environment.

Corporate Affairs Commission Carries Out Positive Reforms
  • Nigeria
  • 17 July 2006

The Corporate Affairs Commission was established by the Companies and Allied Matters Act to regulate the formation and management of companies in Nigeria. Reforms recently carried out by the commission have introduced a more efficient company registration procedure. The reforms also provide an enabling environment for investors wishing to benefit from Nigeria's abundant investment opportunities.

Court of Appeal Upholds Managing Director's Dismissal
  • Nigeria
  • 18 April 2006

A recent Court of Appeal decision, upholding a judgment of the Lagos Federal High Court, highlights the important issue of the rights of a company director with regard to the company. The issue is whether, although the company exists as a separate legal entity, its powers may be overshadowed by the rights of one of its directors.

Code of Best Practices for Corporate Governance
  • Nigeria
  • 28 November 2005

The Securities and Exchange Commission and the Corporate Affairs Commission have adopted a Code of Best Practices for Corporate Governance, which aims to enhance corporate discipline, transparency and accountability within Nigerian companies. The code is directed mainly at directors, but also assigns responsibilities to other stakeholders.

Overview (October 2001)
  • Nigeria
  • 01 October 2001

Including: Legal Framework; Importing Capital; Protecting Foreign Investors; Repatriation of Capital

Aluko & Oyebode
Aluko & Oyebode
Bloomfield Law
Bloomfield Law