Arrangement of Sections:          

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

18       Right to form a company.

19       Association and Partnership of more than 20 members when permitted.

20       Capacity of individual to form company.

21       Types of companies.

22       Private company

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

24       Public company.

25       Unlimited company.

26       Company limited by guarantee.

MEMORANDUM OF ASSOCIATION

27       Requirements with respect to the memorandum of a company.

NAME OF COMPANY

28       Form of memorandum of association.

29       Name as stated in the memorandum of association.

30       Change of name of company.

31       Reservation of name.

32       Articles of association.

33       Power of Minister to prescribe model articles.

34       Default application of model articles.

35       Statement of company’s objects.

36       Registration documents.

37       Statement of capital and initial shareholdings.

38       Statement of guarantee.

39       Statement of proposed Directors.

40       Statement of compliance.

41       Registration.

42       Effect of registration.

CAPACITY AND POWERS OF COMPANIES

43       Powers of companies and prohibition of donations for political purpose.

44       Effect of ultra vires acts.

45       Effect of reliance on restrictions in the memorandum.

46       Effect of memorandum and articles.

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

48       Copies of memorandum issued to embody alterations.

49       Restriction on alteration of memorandum.

50       Alteration of memorandum.

51       Mode of alteration of business or objects.

52       Power to alter provisions in the memorandum in certain cases.

53       Alteration of articles.

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

CHAPTER 2 – RE-REGISTRATION OF COMPANIES

55       Alteration of status by re-registration.

56       Re-registration of private company as public.

57       Requirements as to share capital.

58       Requirements as to net assets.

59       Recent allotment of shares for non-cash consideration.

60       Application and accompanying documents.

61       Statement of proposed secretary.

62       Issue of certificate of incorporation on re-registration.

63       Re-registration of public company as private limited company.

64       Application to Court to cancel resolution.

65       Notice to Commission of Court application or order.

66       Application and accompanying documents.

67       Issue of certificate of incorporation on re-registration.

68       Re-registration of private limited company as unlimited.

69       Application and accompanying documents.

70       Issue of certificate of incorporation on re-registration.

71       Re-registration of unlimited company as limited.

72       Application and accompanying documents.

73       Issue of certificate of incorporation on re-registration.

74       Statement of capital required where company already has share capital.

75       Re-registration of public company as unlimited.

76       Application and accompanying documents.

77       Issue of certificate of incorporation on re-registration.

CHAPTER 3 – FOREIGN COMPANIES

78       Foreign Companies intending to carry on business in Nigeria.

79       Penalties.

80       Power to exempt foreign companies.

81       Annual report.

82       Exempted foreign company to have status of unregistered company.

83       Penalties for false information.

84       Application of certain sections to foreign companies.  

CHAPTER 4 – PROMOTERS

85        Persons promoting a company.

86       Duties and liabilities of a promoter.

CHAPTER 5 – ACTS BY OR ON BEHALF OF THE COMPANY EXERCISE OF COMPANY’S POWERS

87       Division of powers between general meeting and board of directors.

88       Delegation to committees and managing directors.

LIABILITY FOR ACTS OF THE COMPANY

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

90       Acts of officers or agents.

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

92       Abolition of constructive notice of registered documents.

93       Presumptions of regularity.

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

COMPANY’S CONTRACTS

95       Form of contract.

96       Pre-incorporation contracts.

97       Bills of exchange and promissory note.

98       Common seal of the company.

99       Official seal for use abroad.

100     Power of Attorney.

AUTHENTICATION AND SERVICE OF DOCUMENTS

101     Authentication of documents.

102     Execution of deeds by company.

103     Alternative to sealing.

104     Service of documents on companies.

CHAPTER 6 – MEMBERSHIP OF THE COMPANY

105     Definition of member.

106     Capacity to be a member.

107     Right of member to attend meetings and vote.

108     Personation of members.

109     Register of members.

110     Location of register.

111     Index of members to be kept.

112     Inspection of register and index.

113     Consequences of agents’ default to keep register.

114     Power to close register.

115     Power of Court to rectify register.

116     Register to be evidence.

117     Liability of members.

118     Liability for company debts where membership is below legal minimum.

DISCLOSURE OF PERSONS WITH SIGNIFICANT CONTROL

119     Disclosure of capacity by shareholder.

120     Obligation of disclosure by substantial shareholder in public company.

121     Person ceasing to be a substantial shareholder to notify company.

122     Register of interests in shares.

123     Registration of interests to be disclosed.

CHAPTER 7 – SHARE CAPITAL

124      Minimum issued share capital.

125     Alteration of share capital by consolidation, etc.

126     Notice required where shares consolidated, etc.

127     Increase of issued share capital and notice of increase.

128     Increase of issued capital on increase of shares.

129     Power for unlimited company to provide reserve share capital on re-registration.

REDUCTION OF SHARE CAPITAL

130     Restriction on reduction of issued share capital.

131     Special resolution for reduction of share capital.

132     Application to Court for Order of Confirmation.

133     Court order confirming reduction.

134     Registration of order and minutes of reduction.

135     Liability of members on reduced shares.

136     Penalty for concealing name of creditor, etc.

MISCELLANEOUS MATTERS RELATING TO CAPITAL

137     Duty of directors on serious loss of capital.

CHAPTER 8 – SHARES AND NATURE OF SHARES

138     Rights and liabilities attached to shares.

139     Shares as transferable property.

140     Prohibition of non-voting and weighted shares.

ISSUE OF SHARES

141     Power of companies to issue shares.

142     Pre-emptive rights of existing shareholders.

143     Issue of classes of shares.

144     Issue with rights attached.

145     Issue of shares at a premium.

146     Issue of shares at a discount.

147     Issue of redeemable preference shares.

148     Validation of improperly issued shares.

ALLOTMENT OF SHARES

149     Authority to allot shares.

150     Method of application and allotment.

151     Allotment as acceptance of contract.

152     Payment on allotment.

153     Effect of irregular allotment.

154     Return as to allotment.

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

156     Power to pay Commission in certain cases.

157     Statement in balance sheet as to Commission.

CALL ON AND PAYMENT FOR SHARES

158     Call on shares.

159     Reserve liability of company having share capital.

160     Payment for shares.

161     Meaning of payment in cash.

162     Payment for shares of public companies other than in cash.

163     Power to pay different amounts on shares.

164     Lien on shares.

165     Forfeiture of shares.

CLASSES OF SHARES

166     Power to vary rights.

167     Application for cancellation of variation.

168     Right of a preference share to more than one vote.

169     Construction of class rights.

NUMBERING OF SHARES

170     Shares to be numbered.

SHARES CERTIFICATES

171     Issue of share certificates.

172     Effect of share certificate.

173     Probate, etc., as evidence of grant.

174     Prohibition of bearer shares.

TRANSFER AND TRANSMISSION

175     Transfer of shares.

176     Entry in register of transfers.

177     Notice of refusal to register.

178     Transfer by personal representative.

179     Transmission of shares.

180     Protection of beneficiaries.

181     Certification of transfers.

TRANSACTIONS BY COMPANY IN RESPECT OF ITS OWN SHARES

182     Redemption of redeemable preference shares.

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

184     Acquisition by a company of its own shares.

185     Payment for share buyback.

186     Persons from who shares can be bought back.

187     Limit on number of shares acquired.

188     Enforceability of contract to acquire shares.

189     Re-issue of shares acquired.

190     Acquisition of shares of holding company.

CHAPTER 9 – DEBENTURES

CREATION OF DEBENTURE AND DEBENTURE STOCK

191     Power to borrow money, to charge property and to issue debentures.

192     Documents of title to debentures or certificate of debenture stock.

193     Statements to be included in debentures.

194     Effect of statements in debentures.

195     Enforcement of contracts relating to debentures.

TYPES OF DEBENTURES

196     Perpetual debentures.

197     Convertible debentures.

198     Secured or unsecured debentures.

199     Redeemable debentures.

200     Power to re-issue redeemed debentures in certain cases.

201     Rights of debenture holders.

202     Meetings of debenture holders.

FIXED AND FLOATING CHARGES

203     Meaning of floating and fixed charges.

204     Priority of fixed over floating charge.

205     Powers of the court.

206     Advertisement of appointment of receiver and manager.

207     Preferential payment to debenture holders in certain cases.

DEBENTURE TRUST DEEDS

208     Execution of debenture trust deed.

209     Contents of debenture trust deed.

210     Contents of debenture covered by trust deed.

211     Trustees for debenture holders.

212     Disqualification for appointment as trustee of debenture trust deed.

213     Liability of trustees for debenture holders.

214     Restrictions on transferability of debentures.

PROVISIONS AS TO COMPANY’S REGISTER OF CHARGES, DEBENTURE HOLDERS AND AS TO COPIES OF INSTRUMENTS CREATING CHARGES

215     Company to keep copies of instruments creating charges.

216     Company’s register of charges.

217     Inspection of register and copies of instrument.

218     Register of debenture holders.

219     Inspection of register of debentures, etc.

220     Entry in register of transfer.

221     Notice of refusal to register.

222     Registration of charges created by companies.

223     Register of particulars of charges.

224     Duty of company to register charges.

225     Duty of company acquiring property to register subsisting charges.

226     Existing charges.

227     Charges to secure fluctuating amounts.

228     Endorsement of certificate of registration on debentures.

229     Entries of satisfaction of charges

230     Rectification of register.

231     Registration of appointment order, etc.

REALISATION OF SECURITY

232     Realisation of debenture holder’s security.

233     Remedies available to debenture holders.

234     Application of certain sections.

CHAPTER 10 –   MEETINGS AND PROCEEDINGS OF COMPANIES

235     Statutory Meeting.

236     Non-compliance and penalty.

GENERAL MEETING

237     Annual general meeting.

238     Businesses transacted at annual general meeting.

EXTRAORDINARY GENERAL MEETING

239     Extraordinary general meeting.

240     Place of meeting.

NOTICE OF MEETING

241     Length of notice for calling meetings.

242     Contents of notice.

243     Persons entitled to notice.

244     Service of notice.

245     Failure to give notice.

246     Additional notice.

247     Power of Court to order meetings.

VOTING

248     Procedure of voting.

249     Right to demand poll.

250     Voting on a poll.

251     Right of attendance at general meeting.

252     Attendance at meetings.

253     Objections as to qualification to vote.

254     Proxies.

255     Corporation representation at meetings of companies, etc.

256     Quorum.

257     Disclosure of remuneration of managers.

258     Resolutions.

259     Written resolutions.

260     Circulation of members’ resolutions.

261     Resolutions requiring special notice.

262     Registration and copies of certain resolutions.

263     Effect of resolutions passed at adjourned meetings.

MISCELLANEOUS MATTER RELATING TO MEETINGS AND PROCEEDING

264     Adjournment.

265     Powers and duties of the chairman of the general meeting.

266     Minutes of proceedings and effect.

267     Inspection of minute books and copies.

268     Class meetings.

CHAPTER 11 – DIRECTORS

269     Meaning of directors.

270     Shadow director.

APPOINTMENT OF DIRECTORS

271     Number of directors.

272     Appointment of first directors.

273     Subsequent appointments of directors.

274     Casual vacancy.

275     Independent directors in public companies.

276     Liability of a person where not duly appointed.

277     Share qualification of directors.

278     Duty of directors to disclose age and multiple directorship to the company.

279     Provisions as to insolvent persons acting as directors.

280     Restraint of fraudulent persons.

281     Appointment of director for life.

282     Right to appoint a director at any age.

283     Disqualification for directorship.

284     Vacation of office of director.

285     Rotation of directors.

286     Validity of acts of directors.

287     Mode of voting on appointment of directors.

REMOVAL OF DIRECTORS

288     Removal of directors.

PROCEEDINGS OF DIRECTORS

289     Proceedings of directors.

290     Quorum.

291     Failure to have a quorum.

292     Notice of meeting.

REMUNERATION AND OTHER PAYMENTS

293     Remuneration of directors.

294     Remuneration of a managing director.

295     Prohibition of tax-free payments to directors.

296     Prohibition of loans to directors in certain circumstances.

297     Payment by company for loss of office to be approved.

298     Payment to director for loss of office, etc., or transfer of property illegal.

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

300     Provisions supplementary to sections 298 -299.

DISCLOSURE OF DIRECTOR’S INTERESTS

301     Register of directors’ shareholding, etc.

302     General duty to give notice, etc.

303     Disclosure by directors of interests in contracts.

304     Particulars with respect to directors in trade catalogues, etc.

305     Duties of directors.

306     Conflicts of duties and interests.

307     Multiple directorships.

308     Duty of care and skill.

309     Legal position of directors.

PROPERTY TRANSACTIONS BY DIRECTORS

310     Substantial property transactions involving directors, controlling members, etc.

311     Exceptions from section 310.

312     Liabilities arising from contravention of section 310.

313     Prohibition of secret benefits.

MISCELLANEOUS MATTER RELATING TO DIRECTORS

314     Directors with unlimited liability in respect of a limited company.

315     Special resolution of limited company making liability of directors unlimited.

316     Personal liability of directors and officers.

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

318     Register of directors.

319     Particulars of directors to be registered.

320     Register of directors’ residential addresses.

321     Duty to notify the Commission of changes.

PARTICULARS OF DIRECTORS TO BE REGISTERED AND NOTIFIED TO THE COMMISSION

322     Power to make regulations on particulars of director.

RESTRICTION ON USE OR DISCLOSURE OF DIRECTOR’S ADDRESSES

323     Protected information.

324     Restriction on use or disclosure of protection information by company.

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

326     Permitted use or disclosure by the Commission.

327     Disclosure under Court order.

328     Circumstances in which Commission may put address on the public record.

329     Putting the address on the public record.

CHAPTER 12 – SECRETARIES

330     Secretaries.

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

332     Qualification of a Secretary.

333     Appointment and removal of a secretary.

334     Fiduciary interests of a secretary.

335     Duties of a secretary.

336     Register of secretaries.

337     Particulars of secretaries to be registered: individuals.

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

339     Duty to notify the Commission of changes.

340     Particulars of secretaries to be registered and notified to the Commission: power to make regulations.  

CHAPTER 13 – PROTECTION OF MINORITY AGAINST ILLEGAL AND OPPRESSIVE CONDUCT ACTION BY OR AGAINST THE COMPANY

341     Only company may sue for wrong or ratify irregular conduct.

342     Procedure for major asset transaction.

343     Protection of minority: injunction and declaration in certain cases.

344     Personal and representative action.

345     Definition of member.

346     Commencing derivative action.

347     Powers of the court.

348     Evidence of shareholders’ approval not decisive.

349     Court’s approval to discontinue.

350     No security for costs.

351     Interim costs.

352     Definition.

RELIEF ON THE GROUNDS OF UNFAIRLY PREJUDICIAL AND OPPRESSIVE CONDUCT

353     Application.

354     Grounds upon which an application may be made.

355     Powers of the court.

356     Penalty for failure to comply with order of the court.

357     Investigation of a company on its own application or that of its members.

358     Other investigations of company.

359     Inspectors’ powers during investigation.

360     Production of documents and evidence to inspectors.

361     Power of Inspector to call for directors’ bank accounts.

362     Obstruction of Inspectors to be treated as contempt of Court.

363     Inspector’s report.

364     Power to bring civil proceedings on company’s behalf.

365     Criminal proceedings and other proceedings by the Attorney-General of the Federation.

366     Power of the Commission to present winding-up petition.

367     Expenses of investigation.

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

369     Appointment of inspectors to investigate ownership of a company.

370     Provisions applicable to investigation.

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

372     Power to impose restrictions on shares, etc.

373     Savings for legal practitioners and bankers.

CHAPTER 14 – FINANCIAL STATEMENTS AND AUDIT ACCOUNTING RECORDS

374     Companies to keep accounting records.

375     Place, duration and form of records.

376     Penalties for non-compliance with sections 374 or 375.

377     Directors’ duty to prepare annual accounts.

FORM AND CONTENT OF COMPANY, INDIVIDUAL AND GROUP FINANCIAL STATEMENTS

378     Form and content of individual financial statements.

379     Group financial statements of holding company.

380     Form and content of group financial statements.

381     Meaning of “holding company”, “subsidiary” and “wholly-owned subsidiary.”

382     Additional disclosure required in notes to financial statements.

383     Disclosure of loans in favour of directors and connected persons.

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

DIRECTORS’ REPORTS

385     Directors’ report.

PROCEDURE ON COMPLETION OF FINANCIAL STATEMENTS

386     Signing of balance sheet and documents to be annexed thereto.

387     Persons entitled to receive financial statements as of right.

388     Directors’ duty to lay and deliver financial statements.

389     Penalty for non-compliance with section 388.

390     Default order in case of non-compliance.

391     Penalty for laying or delivering defective financial statements.

392     Shareholders’ right to obtain copies of financial statements.

MODIFIED FINANCIAL STATEMENTS

393     Entitlement to deliver financial statements in modified form.

394     Qualification of a small company.

395     Companies qualifying as small: parent companies.

396     Modified individual financial statements.

397     Modified financial statements of holding company.

PUBLICATION OF FINANCIAL STATEMENTS

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

399     Publication of abridged financial statements.

SUPPLEMENTARY

400     Power to alter accounting requirements.

CHAPTER 15 – AUDIT

401     Appointment of auditors.

402     Exemption from audit requirement.

403     Qualification of auditors.

404     Auditors’ report and audit committee.

405     Corporate responsibility for financial reports.

406     Improper influence on conduct of audit.

407     Auditors’ duties and powers.

408     Remuneration of auditors.

409     Removal of auditors.

410     Auditors’ right to attend company’s meetings.

411     Supplementary provisions relating to auditors.

412     Resignation of auditors.

413     Right of resigning auditor to requisition company meeting.

414     Powers of auditors in relation to subsidiaries.

415     Liability of auditors for negligence.

416     False statements to auditors.

CHAPTER 16 – ANNUAL RETURNS

417     Annual return by company limited by shares or guarantee.

418     Annual return by company having shares other than small company.

419     Annual return by small company.

420     Annual return by company limited by guarantee.

421     Time for completion and delivery of annual return.

422     Documents to be annexed to annual return.

423     Certificate by private company and small company in annual return.

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

425     Penalty for non-compliance with sections 417- 423.

426     Declaration of dividends and payment of interim dividend.

427     Distributable profits.

428     Restriction on declaration and payment of dividends.

429     Unclaimed dividends.

430     Reserve and capitalisation.

431     Employees’ shares and profit sharing.

432     Right of the shareholders to sue for dividends.

433     Liability for paying dividend out of capital.

CHAPTER 17 – COMPANY VOLUNTARY ARRANGEMENTS

434    Those who may propose an arrangement.

435     Procedure where nominee is not the liquidator or administrator.

436     Summoning of meetings.

CONSIDERATION AND IMPLEMENTATION PROPOSAL

437     Decisions of meetings.

438     Approval of arrangement.

439     Effect of approval.

440     Challenge of decisions.

441     A false representation, etc.

442     Implementation of proposal.

CHAPTER 18 – ADMINISTRATION OF COMPANIES

NATURE OF ADMINISTRATION

443     Appointment of administrator.

444     Purpose of administration.

445     Standard of performance of administrator.

446     Status of administrator.

447     General restrictions on appointment of administrator.

APPOINTMENT OF ADMINISTRATOR BY COURT

448     Administration order.

449     Conditions for making order.

450     Application to Court for administration order.

451     Powers of Court.

452     Power to appoint by holder of floating charge.

453     Restrictions on power to appoint.

454     When not to appoint administrator.

455     Notice of appointment.

456     Commencement of appointment of administrator under section 450.

457     Notification of appointment.

458     Invalid appointment and indemnity.

APPOINTMENT OF ADMINISTRATION BY COMPANY OR DIRECTORS OUT OF COURT

459     Power to appoint by company or directors.

460     Restrictions on power to appoint.

461     Effect of moratorium on the appointment of administrator.

462     Effect of non-disposal of winding-up petition on appointment of administrator.

463     Notice of intention to appoint.

464     Filing of notice of intention to appoint.

465     Requirements of sections 463 and 464 to be complied with.

466     Filing of notice of appointment.

467     Offence in relation to section 464.

468     Where person not entitled to notice of intention to appoint.

469     Commencement of appointment under section 459.

470     Notification of administrator of his appointment.

471     Effect of administration order on appointment.

ADMINISTRATION – SPECIAL CASES

472     Application by holder of floating charge.

473     Intervention by holder of floating charge.

474     Application where company in liquidation.

475     Administration application by liquidator.

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

EFFECT OF ADMINISTRATION

477     Dismissal of pending winding-up petition.

478     Vacation of office by receiver.

479     Company in administration.

480     Moratorium on other legal process.

481     Where administration application or administration order not yet granted.

482     Details to be stated on documents.

PROCESS OF ADMINISTRATION

483     Announcement of administrator’s appointment.

484     Administrator to be provided with statement of affairs of company.

485     Period within which to submit statement of affairs.

486     Administrator’s proposals.

487     Creditors’ meeting.

488     Requirement for initial creditors’ meeting.

489     Restrictions on summoning of initial creditors’ meeting.

490     Business and result of initial creditors’ meeting.

491     Revision of administrator’s proposal.

492     Failure to obtain approval of administrator’s proposals.

493     Further creditors’ meetings.

494     Creditors’ Committee.

495     Correspondence instead of creditors’ meeting.

FUNCTIONS OF ADMINISTRATOR

496     General powers.

497     Additional powers of administrator.

498     Power to remove or appoint director.

499     Power to call meetings of members and creditors.

500     Application for direction of Court.

501     Management power not to be exercised without consent of administrator.

502     Distribution.

503     Payments likely to achieve purpose of administration.

504     Custody and control of property.

505     Management of affairs of company.

506     Administrator as agent of company.

507     Charged property: floating charge.

508     Charged property: non-floating charge.

509     Hire-purchase property.

510     Protection for secured or preferential creditor.

511     Challenge to administrator’s conduct of company.

CESSATION OF ADMINISTRATION

512     Misfeasance.

513     Automatic cessation of administration.

514     When to make order under section 513 of this Act.

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

516     Form and extent of consent.

517     Cessation of administration by Court on application of administrator.

518     Termination of administration where objective is achieved.

519     Cessation of administration by Court on application of creditors.

520     Public interest winding-up.

521     Moving from administration to creditors’ voluntary liquidation.

522     Moving from administration to dissolution.

523     Discharge of administration order on cessation of administration.

524     Notice to the Commission on cessation of administration.

REPLACEMENT OF ADMINISTRATOR

525     Resignation of administrator.

526     Removal of administrator from office.

527     Administrator ceasing to be qualified.

528     Supplying vacancy in office of administrator.

529     Replacement of administrator appointed by Court order.

530     Replacement of administrator appointed by holder of floating charge.

531     Replacement of administrator appointed by company.

532     Replacement of administrator appointed by directors.

533     Replacement of administrator appointed by administration order.

534     Substitution of administrator by a competing floating charge-holder.

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

536     Discharge from liability on vacation of office.

537     Charges and liabilities on vacation of office.

GENERAL

538     Joint and concurrent administrators.

539     Joint administrators.

540     Concurrent administrators.

541     Joint and concurrent administrators acting with administrator of company.

542     Presumption of validity.

543     Majority decision of directors.

544     Penalties.

545     Extension of time limit.

546     Variation of time.

547     Period extended under section 545 or 546.

548     Amendment of provision about time.

549     Interpretation of this Chapter.

CHAPTER 19 — RECEIVERS AND MANAGERS,

APPOINTMENT OF RECEIVERS AND MANAGERS

550     Disqualification for appointment as a receiver or manager.

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

552     Appointment of receivers and managers by the Court.

553     Receivers and managers appointed out of Court.

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

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

DUTIES, POWERS AND LIABILITIES OF RECEIVERS AND MANAGERS

556     Duties and powers of receivers and managers.

557     Liabilities of receivers and managers on contracts.

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

PROCEDURE AFTER APPOINTMENT

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

560     Special provisions as to statement submitted to receiver.

ACCOUNTS BY RECEIVER OR MANAGER

561     Delivery to Commission of accounts of receivers and managers.

DUTY AS TO RETURNS

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

CONSTRUCTION OF REFERENCES

563     Construction of references to receivers and managers.

CHAPTER 20 — WINDING UP OF COMPANIES MODES OF WINDING UP

564     Modes of winding up.

CONTRIBUTORIES

565     Liability as contributories of present and past members.

566     Definition of contributory.

567     Nature of liability of contributory.

568     Contributories in case of death of member.

569     Contributories in case of bankruptcy of member. 

CHAPTER 21 — WINDING UP BY THE COURT JURISDICTION

570     Jurisdiction as to winding up.

CASES IN WHICH COMPANY MAY BE WOUND UP

571     Circumstances in which companies may be wound up by Court.

572     Definition of inability to pay debts.

PETITION FOR WINDING-UP AND ITS EFFECTS

573     Provisions as to application for winding up.

574     Powers of Court on hearing petition.

575     Power to stay or restrain proceedings against company.

576     Avoidance of dispositions of property after commencement of winding up.

577     Avoidance of attachments.

COMMENCEMENT OF WINDING-UP

578     Commencement of a winding-up by the Court.

CONSEQUENCES OF INDING-UP ORDER

579     Copy of order to be forwarded to Commission.

580     Actions stayed on winding-up order.

581     Effect of winding-up order.

OFFICIAL RECEIVERS

582     Definition of official receiver.

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

584     Report by official receiver.

LIQUIDATORS

585     Appointment, remuneration and title of liquidators.

586     Custody of company’s property.

587     Vesting of property of company in liquidator.

588     Powers of liquidator.

589     Liquidator to give information, to official receiver.

590     Exercise and control of liquidator’s powers.

591     Payments by liquidator into companies’ liquidation account.

592     Audit of liquidator’s account.

593     Books to be kept by liquidator.

594     Release of liquidator.

595     Control over liquidators.

COMMITTEE OF INSPECTION, SPECIAL MANAGER

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

597     Powers, etc. of committee of inspection.

598     Powers where no committee of inspection is appointed.

599     Power to appoint special manager.

600     Official receiver as receiver for debenture holders.

GENERAL POWERS OF COURT IN THE CASE OF WINDING-UP BY COURT

601     Power to stay winding-up.

602     Settlement of list of contributories and application of assets.

603     Delivery of property to liquidator.

604     Payments by contributory to company and set-off allowance.

605     Power of Court to make calls.

606     Power to order payment into companies’ liquidation account.

607     Order on contributory to be conclusive evidence.

608     Power to exclude creditors not proving in time.

609     Adjustment of rights of contributors.

610     Inspection of books by creditors and contributories.

611     Power to order costs of winding-up to be paid out of assets.

612     Power to summon persons suspected of having property of company, etc.

613     Power to order public examination of promoters, etc.

614     Power to arrest absconding contributory.

615     Powers of Court cumulative.

616     Delegation to liquidator of certain powers of Court.

617     Dissolution of company.

ENFORCEMENT OF AND APPEALS FROM ORDERS

618     Power to enforce orders.

619     Appeals from orders.   

CHAPTER 22 — VOLUNTARY WINDING UP RESOLUTIONS FOR AND

COMMENCEMENT OF VOLUNTARY WINDING UP

620     Circumstances in which company may be wound-up voluntarily.

621     Notice of resolution to wind-up voluntarily.

622     Commencement of voluntary winding-up.

623     Effect of voluntary winding-up on business, etc., of company.

624     Avoidance of transfer, etc., after commencement of voluntary winding-up.

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

649     Power to order winding-up subject to supervision.

650     Effect of petition for winding-up subject to supervision.

651     Application of sections 576 and 577.

652     Power of Court to appoint and remove liquidators.

653     Effect of supervision order.

CHAPTER 24 — PROVISIONS APPLICABLE TO EVERY MODE OF WINDING-UP

654     Liquidator to give notice of appointment.

655     Debts of all descriptions may be proved.

656     Application of bankruptcy rules in certain cases.

657     Preferential payments.

EFFECT OF WINDING-UP AND ADMINISTRATION ON ANTECEDENT AND OTHER TRANSACTIONS

658     Fraudulent preference.

659     Transactions at an undervalue.

660     Liabilities and rights of certain fraudulently preferred persons.

661     Avoidance of attachments, on winding-up subject to supervision of the Court.

662     Effect of floating charge.

663     Disclaimer of onerous property.

664     Persons injured.

665     Supplies of gas, water, electricity, etc.

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

667     Duty of sheriff as to goods taken in execution.

OFFENCES ANTECEDENT TO OR IN COURSE OF WINDING-UP

668     Offences by officers of company in liquidation.

669     Falsification of books.

670     Frauds by officers of companies in liquidation.

671     Liability where proper accounts not kept.

672     Responsibility for fraudulent trading.

673     Wrongful trading.

674     Power of Court to assess damages against delinquent directors.

PROSECUTION OF DELINQUENT OFFICERS AND MEMEBRS OF A COMPANY

675     Prosecution of delinquent officers and members of a company.

SUPPLEMENTARY PROVISIONS AS TO WINDING-UP

676     Disqualifications for appointment as liquidator.

677     Corrupt inducement affecting appointment as liquidator.

678     Enforcement of duty of liquidator to make returns.

679     Notification that a company is in liquidation.

680     Exemption from stamp duty.

681     Books of company to be evidence.

682     Disposal of books and other papers of company.

683     Information as to pending liquidations and disposal of unclaimed assets.

684     Resolutions passed at adjourned meetings of creditors.

685     Power to make over assets to employees.

SUPPLEMENTARY POWERS OF COURT

686     Meetings to ascertain wishes of creditors and others.

687     Judicial notice of signatures of officers of Court.

688     Judicial notice of signatures of certain government officials.

689     Special commissioners for receiving evidence.

690     Affidavits in Nigeria and elsewhere.

PROVISIONS AS TO DISSOLUTION

691     Power of Court to void dissolution of company.

692     Power of Commission to strike off defunct company.

693     Property of dissolved company to be declared as bona vacantia.

CENTRAL ACCOUNTS

694     Companies liquidation account defined.

695     Investment of surplus funds in government securities.

696     Separate accounts of particular estates.

RETURNS BY OFFICERS OF COURT

697     Returns by officers in winding-up.

ACCOUNT TO BE PREPARED ANNUALLY

698     Annual accounts of company winding-up and disposal.

CHAPTER 25 — WINDING UP OF UNREGISTERED COMPANIES

699     Winding-up of unregistered company.

700     Contributories in winding-up unregistered company.

701     Power of Court to stay or restrain proceedings.

702     Action stayed on winding-up order.

703     Provisions of this Part to be cumulative.  

CHAPTER 26 — MISCELLANEOUS PROVISIONS APPLYING TO COMPANIES WHICH ARE INSOLVENT

704     Acting as insolvency practitioner.

705     Qualification of insolvency practitioner.

706     Recognition of professional body by the Commission.

707     Application for authorisation to act as insolvency practitioner.

708     Commission to notify the party of the refusal or withdrawal of authorisation.

709     Review of Commission’s decision.

CHAPTER 27 — ARRANGEMENTS AND COMPROMISE

710     Definition of arrangement.

711     Arrangement or compromise between two or more companies.

712     Provisions applicable to schemes or contacts involving transfer of shares in a company.

713     Provisions applicable to dissenting shareholders.

714     Arrangement on sale of company’s property during members’ voluntary winding-up.

715     Power to compromise with creditors and members.

716     Information as to compromise with creditors and members.

717     Moratorium on creditors voluntary winding up in a scheme of arrangement.

CHAPTER 28 — NETTING

718     Definition of applicable concepts.

719     Powers of a financial regulatory authority.

720     Enforceability of a qualified financial contract.

721     Enforceability of netting agreements.

CHAPTER 29 — MISCELLANEOUS AND SUPPLEMENTAL APPLICATION OF THIS PART

722    Application of this Part.

723     Act to override memorandum, articles.

724     Application of Act to companies registered under former enactments.

725     Application of Act to companies registered but not formed.

726     Application of Act to unlimited companies registered under former enactments.

727     Restricted in this Schedule application of Act to unregistered companies.

ADMINISTRATION

728     Registered and head office of company.

729     Publication of name by company.

730     Fees.

731     Form of register.

732     Rules of Court for winding-up of companies.

733     Certain companies to publish statement in prescribed form.

LEGAL PROCEEDINGS, ETC

734     Prosecution of offences.

735     Production of documents where offences suspected.

736     Costs in actions by certain limited companies.

737     Saving for privileged communications.

738     Power of Court to grant relief in certain cases.

739     Penalty for improper use of certain words.

740     Extended effect of penalty for offence of fraudulent trading.

741     Application of fines.

742     Application by the Commission to the Court for directions.

MISCELLANEOUS

743     Alteration and application of Schedules, tables and forms.

744     Enforcement of duty of company to make returns to Commission.

745     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

746     Limited liability partnership to be body corporate.

747     Partners.

748     Minimum number of partners.

749     Designated partner.

750     Liabilities of designated partners.

751     Changes in designated partners.

752     Penalty for contravention of sections 749 – 751.

CHAPTER 2 — INCORPORATION OF LIMITED LIABILITY PARTNERSHIP AND INCIDENTAL MATTERS

753     Incorporation documents.

754     Incorporation by registration.

755     Registered office of limited liability partnership and change therein.

756     Effect of registration.

757     Name.

758     Reservation of name and change of name.

759     Penalty for improper use of words, limited liability partnership or LLP.

760     Publication of name and limited liability.

CHAPTER 3 — PARTNERS AND THEIR RELATIONS

761     Eligibility to be partners.

762     Relationship of the partners.

763     Cessation of partnership interest.

764     Registration of changes in partners.

CHAPTER 4 — EXTENT AND LIMITATION OF LIABILITY OF LIMITED LIABILITY PARTNERSHIP AND PARTNERS

765     Partner as agent.

766     Extent of liability of limited liability partnership.

767     Extent of liability of partner.

768     Holding out.

769     Unlimited liability in case of fraud.

CHAPTER 5 — CONTRIBUTIONS

770    Form of contribution.

771    Obligation to contribute.

CHAPTER 6 — FINANCIAL DISCLOSURES

772     Maintenance of books of accounts, other records and audit.

773     Annual return.   

CHAPTER 7 — ASSIGNMENT AND TRANSFER OF PARTNERSHIP RIGHTS

774     Partner’s transferable interest.

CHAPTER 8 — INVESTIGATION

775       Investigation of the affairs of limited liability partnership.

776     Application by partners for investigation.

777     Firm, body corporate or association not to be appointed as inspector.

778     Power of inspectors to carry out investigation into affairs of related entities, etc.

779     Production of documents and evidence.

780     Seizure of documents by inspector.

781     Inspector’s report.

782     Power to bring civil proceedings on limited liability partnership’s behalf.

783     Criminal proceedings and other proceedings by the Attorney-General of the Federation.

784     Power of the Commission to present winding-up petition.

785     Expenses of investigation.

786     Application for winding up of limited liability partnership.

787     Inspector’s report to be evidence.

CHAPTER 9 — FOREIGN LIMITED LIABILITY PARTNERSHIP

788     Foreign limited liability partnerships.

789     CHAPTER 10 — WINDING UP AND DISSOLUTION

Winding up and dissolution.

790     Circumstances in which limited liability partnership may be wound up by Court.

791     CHAPTER 11 — MISCELLANEOUS

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

795     Constitution of limited partnerships.

796     Partners in a limited partnership.

CHAPTER 2 — REGISTRATION OF LIMITED PARTNERSHIP AND INCIDENTAL MATTERS

797     Limited partnership to be registered.

798     Application for registration.

799     Certificate of registration.

800     Registration of changes in partnership.

801     Notice of change in status of general partner or assignment of share of limited partner.

802     Name of limited partnership.

803     Reservation of name and change of name of limited partnership.

804     Penalty for improper use of words “limited partnership” or “LP”.

805     Commission to keep register.

806     Modification of general law in case of limited partnerships.

807     Application of Part C.

808     Law as to private partnerships to apply where not excluded by this Act.

809     Inspection, etc. of documents.

810     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

811     Establishment of business names registry in each state.

812     Appointment of head of office and other officers of business names registry.

813     Functions of the head of office.

CHAPTER 2 — REGISTRATION OF BUSINESS NAMES

814     Registration of business names.

815     Procedure for registration.

816     Entry of business name in the register.

817     Certificate of registration.

818     Registration of changes.

CHAPTER 3 — REMOVAL OF BUSINESS NAME FROM REGISTER

819     Removal of name from register.

CHAPTER 4 — MISCELLANEOUS AND SUPPLEMENTAL

820     Publication of true name.

821     Liability of person in default.

822     Annual returns.

PART F — INCORPORATED TRUSTEES

CHAPTER 1 — INCORPORATED TRUSTEES

823     Incorporation of trustees of certain communities, bodies and associations.

824     Classification of associations.

825     Method of application.

826     Qualification of trustees.

827     Constitution.

828     Advertisement and objections.

829     Registration and certificate.

830     Effect of registration and certificate.

831     Related associations.

CHAPTER 2 — CHANGES IN REGISTERED PARTICULARS OF INCORPORATED TRUSTEES

832     Change of name or object.

833     Alteration of provisions of the constitution.

834     Replacement and appointment of additional trustees.

835     Changes in contravention of certain provisions of this Part of this Act.

CHAPTER 3 — COUNCIL, POWERS, INCOME AND PROPERTY

836    Council or governing body.

837     Exercise of powers of trustee.

838     Application of income and property. 

CHAPTER 4 — SUSPENSION OF TRUSTEES, APPOINTMENT OF INTERIM MANAGERS, ETC.

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

CHAPTER 5 — COMMON SEAL AND CONTRACT

840     Common seal.

841     Contract of corporate body.   

CHAPTER 6 — ACCOUNTS AND ANNUAL RETURNS

POWER TO DIRECT TRANSFER OF CREDIT IN DORMANT BANK

842     Accounts of dissolved incorporated trustees.

843     Accounts which cease to be dormant before transfer.

844     Dormant bank accounts: supplementary.

845     Bi-annual statement of affairs.

846     Accounting records and statement of accounts.

847     Preservation of accounting records.

848     Annual returns.

CHAPTER 7 — MERGER AND DISSOLUTION

849     Merger of associations.

850     Dissolution of a corporate body formed under this Act. 

PART G — GENERAL

CHAPTER 1 — ESTABLISHMENT, ETC. OF ADMINISTRATIVE PROCEEDINGS COMMITTEE

851     Establishment, etc. of administrative proceedings committee.

852     Prohibited and restricted names.

853     Duty to seek comments of government department or other body.

854     Permitted characters.

855     Misleading information, etc.

856     Misleading indication of activities.

857     Objection to the registered name of a company, limited liability partnership, limited partnership, business name or incorporated trustees.

858     Decision of administrative proceedings committee to be made available to the public.

CHAPTER 3 — MISCELLANEOUS AND SUPPLEMENTAL

859     Resubmission of lost or destroyed registered documents.

860     Electronic documents.

861     Preservation of documents and inspection.

862     Penalty for false statements or information.

863     Penalty for carrying on business without registration.

864     Retention of records archived in soft copies.

865     Access to premises, etc.

866     Power to compound offences.

867     Regulations.

868     Interpretation.

869     Repeal and savings.

870    Citation.

            Schedules