Draft of new company act in nigeria 2018

The Companies and Allied Matters Act (CAMA) is a federal law in Nigeria that regulates the incorporation, registration, and management of companies in the country. The Act was enacted in 1990 and has undergone several amendments since then. In 2018, the Nigerian government passed a new Companies and Allied Matters Act (CAMA) to replace the old Act. Here is a draft of the new CAMA:

Companies and Allied Matters Act (CAMA) 2018

Part 1: Preliminary

  1. Short title This Act may be cited as the Companies and Allied Matters Act, 2018.

  2. Interpretation In this Act, unless the context otherwise requires—

(a) "company" means a body corporate and includes a company limited by shares, a company limited by guarantee, an unlimited company, a limited liability partnership, and a private unlimited company;

(b) "director" means a person appointed to manage the affairs of a company;

(c) "share" means a share in the capital of a company;

(d) "shareholder" means a person who holds one or more shares in a company;

(e) "register" means the register of companies kept by the Corporate Affairs Commission;

(f) "Commission" means the Corporate Affairs Commission established by this Act.

Part 2: Incorporation of Companies

  1. Incorporation of companies A company may be incorporated by—

(a) registration of a memorandum of association and articles of association with the Commission;

(b) registration of a limited liability partnership with the Commission.

  1. Memorandum of association A memorandum of association shall contain the following particulars:

(a) the name of the company;

(b) the objects of the company;

(c) the liability of the members;

(d) the authorized share capital;

(e) the name and address of the first directors.

  1. Articles of association Articles of association shall contain the following particulars:

(a) the rules and regulations of the company;

(b) the powers and duties of the directors;

(c) the procedure for the calling and conducting of meetings of the company;

(d) the procedure for the appointment and removal of directors.

Part 3: Registration of Companies

  1. Registration of companies A company shall be registered by—

(a) submitting a memorandum of association and articles of association to the Commission;

(b) paying the registration fee;

(c) providing the required documents and information.

  1. Certificate of incorporation Upon registration, the Commission shall issue a certificate of incorporation to the company.

Part 4: Management of Companies

  1. Directors A company shall have at least one director who shall be a natural person.

  2. Powers of directors Directors shall have the power to manage the affairs of the company.

  3. Meetings of directors Directors shall meet at least once in every quarter to discuss the affairs of the company.

Part 5: Share Capital

  1. Authorized share capital A company shall have an authorized share capital which shall be specified in its memorandum of association.

  2. Issuance of shares A company may issue shares to its members or to the public.

  3. Transfer of shares Shares may be transferred from one member to another.

Part 6: Financial Statements

  1. Financial statements A company shall prepare and submit financial statements to the Commission.

  2. Auditors A company shall appoint auditors to audit its financial statements.

Part 7: Winding Up

  1. Winding up A company may be wound up by—

(a) voluntary winding up;

(b) compulsory winding up.

  1. Liquidators A company shall appoint liquidators to manage the winding up process.

Part 8: Miscellaneous

  1. Offences and penalties A person who contravenes this Act shall be liable to a fine or imprisonment.

  2. Regulations The Commission may make regulations to implement this Act.

  3. Commencement This Act shall come into force on a date to be appointed by the President.

SCHEDULE

  1. Forms of memorandum of association and articles of association

  2. Requirements for registration of companies

  3. Procedure for calling and conducting meetings of companies

  4. Procedure for appointment and removal of directors

  5. Requirements for financial statements

  6. Procedure for winding up companies

Note: This is a draft and may not reflect the final version of the new CAMA.