Here’s an overview of the Companies and Allied Matters Act 2020:
Part A: Companies
- Formation and registration of companies
- Types of companies (public, private, limited by guarantee, etc.)
- Company names and registration
- Share capital and shares
- Directors and officers
- Meetings and resolutions
Part B: Share Capital and Shares
- Share capital and shares
- Allotment and issue of shares
- Share transfers and transmissions
- Share certificates and registers
Part C: Directors and Officers
- Appointment and removal of directors
- Directors’ duties and liabilities
- Officers and their duties
- Disqualification of directors and officers
Part D: Meetings and Resolutions
- Types of meetings (annual general meeting, extraordinary general meeting, etc.)
- Notice and procedure for meetings
- Voting and resolutions
- Minutes and records of meetings
Part E: Accounts and Audit
- Financial statements and accounts
- Audit and auditors
- Audit reports and opinions
Part F: Insolvency and Winding-Up
- Insolvency and winding-up proceedings
- Liquidators and their duties
- Distribution of assets and liabilities
Part G: Miscellaneous
- Offences and penalties
- Regulations and rules
- Transitional provisions
Some key provisions of the Act include:
- The introduction of a new type of company, the “Limited Partnership” (Section 746)
- The requirement for companies to have a minimum of two directors (Section 275)
- The introduction of a new regime for the registration of charges (Section 222)
- The expansion of the grounds for winding-up a company (Section 571)
Here are the sections that cover the formation and registration of companies under Part A of the Companies and Allied Matters Act (CAMA) 2020:
Section 1. Definition of “Company”
“In this Act, unless the context otherwise requires, “company” means any association, incorporated under this Act or under any other law, for the time being in force in Nigeria.”
Section 2. Types of Companies
“A company may be formed for any lawful purpose as a-
(a) private company;
(b) public company;
(c) company limited by guarantee; or
(d) unlimited company.”
Section 3. Formation of Companies
“A company may be formed by any person or persons associating for any lawful purpose by subscribing their names to a memorandum of association and complying with the requirements of this Act in respect of registration.”
Section 4. Memorandum of Association
“(1) The memorandum of association shall be in the form contained in the Schedule to this Act.
(2) The memorandum of association shall state-
(a) the name of the company;
(b) the registered office of the company;
(c) the objects for which the company is formed;
(d) the liability of the members of the company;
(e) the authorized share capital of the company; and
(f) such other matters as may be required by this Act.”
Section 5. Articles of Association
“(1) The articles of association may be adopted by the subscribers to the memorandum of association or may be registered together with the memorandum of association.
(2) The articles of association shall contain the regulations for the management of the company.”
Section 6. Registration of Companies
“(1) An application for the registration of a company shall be made to the Commission.
(2) The application shall be accompanied by-
(a) the memorandum and articles of association of the company;
(b) a statement of the authorized share capital of the company;
(c) a statement of the names and addresses of the first directors of the company;
(d) a statement of the name and address of the company secretary; and
(e) such other documents as the Commission may require.
(3) The Commission shall, on receipt of the application and the accompanying documents, register the company and issue a certificate of incorporation.
(4) The certificate of incorporation shall be conclusive evidence of the incorporation of the company.”
Please note that these sections are subject to amendment and updating, and it’s always best to consult the most recent version of the Act or seek professional advice for specific guidance.
