READ ALSO: REAL ESTATE DUE DILIGENCE (IN NIGERIA): A COMPREHENSIVE NOTE
In 2015, a team of three co-founders who met originally at Covenant University, Nigeria, saw a viral tweet about someone who had saved one thousand Naira every day that year in a piggy bank, who on the last day of the year broke the box and shared the picture on Twitter.
After seeing the
tweet, the team started brainstorming and decided to build something like it –
a product that allows you automatically save daily, weekly, or monthly and gives
you back your money after 3 months with some interest. Genius, right? And that
was the beginning of PiggyVest.
Such successful
entrepreneurs would, at that time, be hyper-focused on their product, often to
the detriment of friends and loved ones. It should therefore not be surprising
if they fail to focus on the legal regime governing their business formation. Choosing
the business entity through which you will sell your products and services is
one important decision you have to make at the start of your business.
You have 5
choices of a business organisation through which you can register your business under the Companies and Allied Matters Act, 2020 (“CAMA”), the primary legislation
governing business formation in Nigeria. You must keep it in mind, as we
proceed in this discussion, that the extent of your liability is one important
feature that separates these choices of business organisation.
A.
BUSINESS NAME
You have personal
liability under a business name. This means if you borrow money from people or
banks to run your business or some part of your business, and you are unable to
repay the loan, your creditors (i.e., the people or banks) can go after your
home, car, or other properties belonging to you in satisfaction of the business
debt. Legally, there is no distinction between your personal and business
assets under a business name.
The Court of
Appeal in the case of AMAECHI v. ROTECH AUTOMOBILES & ESTATE ENTERPRISES
& ORS[1]
describes this nature of business name that, “...unlike a registered company
which is a separate, distinct legal entity from its subscribers, a business
name is simply an alias of the business owner. It is the name by which the
business owner holds himself out to be known by the general public. It has no
separate legal existence from the business owner because it is in fact and in
law the same person.”
There are two business entities you can form under a business name. They are sole proprietorship and (general) partnership.
Sole
Proprietorship
A sole proprietorship is a one-person business, as the name implies. It is the simplest form of business entity, with the least legal and administrative procedures and costs of implementation. There is also no need for a formal organisational structure. You just go into business on your own. Usually, you provide capital for your business with your personal savings, contribution, or loan from friends and loved ones, and/or through a bank loan.
You have full control of your business. You are also entitled to the entire profits of
your business. And when you decide to stop carrying on your business, the
process of discontinuance requires minimum legal cost. Your business begins and
ends with you, in summary.
The fact that the success and continuance of your business are tied to your ability and health is one of the disadvantages of running your business as a sole proprietor.[2] Expansion and raising additional capital for your business is more difficult compared to other forms of business entity.[3] It is also unsuitable when more than one person is involved in providing capital and other resources for and in conducting the business; and each person desires to share in control and management of the business.[4]
(General) Partnership
Partnsership under a business name is referred to as a general partnership, as each partner is jointly and severally liable for the debts and
obligations of the partnership incurred while he or she is a partner. If, for
instance, a partner runs away with the clients’ funds while you carry on business as general partners, each individual partner
is legally responsible for the whole debt, not just a proportion of it.[5]
A partnership is
a voluntary association of two or more persons who jointly own or carry on a
business with the sole aim of making profits.[6] The
Supreme Court in the case of OKIN & ANOR. V. OKIN[7] held
that the essential element common to all partnership is the pooling together of
resources capital, labour, and skill for the common benefit of the partners.
A partnership is
created by agreement which may be express or implied from the conduct of the
partners.[8] A
partnership, in other words, can be created by oral agreement, inference from
partners’ conduct, or through a formal written agreement specifying the terms
and conditions of the partnership. The implication is that there is no formal
process of becoming partners—if you behave as partners the law will deem you
are partners, even if you have no idea what a partnership is.[9]
If you trade as
a partnership, the best practice is to enter into a partnership agreement that
can facilitate almost any situation, setting out the rights and obligations of
each of the partners. It is advisable, therefore, to consult business law
expert to draft a complex partnership agreement, which would contain provisions
governing your operation, including the management structure and profit sharing. The life of your partnership can be made to fit any situation by the
partnership agreement.
Partnerships in
Nigeria are regulated by CAMA and partnership law of each State of the
Federation[10].
The terms of the relevant State partnership law will apply in the absence of
any partnership agreement. This can sometimes be a problem for those who are
unaware that they are partners, as, under the law, each partner is entitled to participate in management, an equal share of profit, an indemnity in respect of
liabilities assumed in the course of the partnership business and not to be
expelled by the other partners.[11] A
partnership will also end on the death of a partner.[12]
Some advantages
of incorporating your business through a partnership include:
(1)
the legal and administrative
procedures and costs of formation are relatively inexpensive;
(2)
a partnership provides for the
business the combined labour, expertise, management skills and financial
resources of the partners; and
(3)
there is a greater ability to
overcome the consequences of disability, sickness, or accident of a partner than
for a single proprietor.[13]
An important
provision in CAMA on partnership is that you cannot form a partnership or
association consisting of more than 20 persons for the purpose of carrying on
any business for profit or gain by the partnership, unless it is registered as
a company under the Act.[14]
Co-operative society, partnerships of legal practitioners and accountants are,
however, excepted from the provision.[15]
B.
LIMITED PARTNERSHIP
Limited
partnership (“LP”) is one of the two types of partnership that allow for limitation of liability, unlike general partnership where your liability is unlimited.
Your LP provides
a business vehicle by which one or more partners can have limited liability, while also
consisting of one or more persons having no limitation of liability.[16]
Those partners with limited liability gave rise to the term “sleeping”
partners, as they take no active part in the management of the partnership;
they have no power to bind your firm, though they are entitled to certain
rights.[17]
Only sleeping
partners may have limited liability and it is not possible to form a
partnership made up entirely of limited partners.[18]
There must always be somebody who is “picking up the tab” with no
limitation of liability.
Your LP
contrasts with the principles of general partnership in that a limited partner
is not responsible for the conduct or acts of the other partners. Each limited
partner, at the time of entering into the partnership, contributes, or agrees to
contribute a sum or sums as capital or property valued at a stated amount, and has
no liability for the debts or obligations of the firm beyond the amount so
contributed or agreed to be contributed.[19]
LP, in essence,
must consist of at least one limited partner whose liability to your firm is limited
to their investment; and at least one general partner whose liability is
unlimited. Most LPs are used in tax avoidance schemes or venture capital
structures (for raising investments) rather than as trading partnerships.[20] They
are also suitable for family estate planning.
Kindly note also
that you cannot have more than 20 persons as partners of your LP.[21] An
individual or a body corporate can be a partner in your LP.[22] The
name you have chosen to register your LP with must end with the words, “limited
partnership” or the abbreviation, “LP”.[23]
C.
LIMITED LIABILITY
PARTNERSHIP
Limited
Liability Partnership (“LLP”) is the other type of partnership that allows
limitation of liability of partners. Unlike LP, however, where there are
“sleeping” partners, every partner is involved in the management of the
partnership under LLP.
LLP combines the
organisational flexibility and tax status of a partnership with limited
liability for its members; and entity shielding for creditors.[24]
LLPs offer the benefits of asset shielding and continue in existence
notwithstanding the death or resignation of a member, unlike general
partnerships.[25]
Any individual
or body corporate may become a partner in your LLP.[26] LLPs
allow partners to work together while reducing their liability for the actions
of other partners. This is a reason LLP is common in professional businesses such
as law firms, accounting firms, and wealth managers.
A partner’s contribution to the business of your LLP may consist of tangible, intangible, movable, immovable property or other benefit to the LLP, including money, promissory notes, other agreements to contribute cash or property, and contracts for services performed or to be performed.[27] The monetary value of contribution of each partner shall be accounted for and disclosed in the accounts of the LLP in the manner as may be prescribed.[28] An obligation of a partner to contribute money, property, or other benefit or to perform services for a limited liability partnership shall be in accordance with the limited liability partnership agreement.[29]
LLP is a legal
entity separate from the partners.[30] This
means once your LLP is registered, the LLP can sue and be sued in its name; it
can acquire, own, hold and develop or dispose of property, whether moveable or
immovable, tangible or intangible; among other lawful acts that a body
corporate can do.[31]And,
of course, where your LLP is held liable, the liabilities of the LLP shall be
met out of the property of the LLP, not out of your personal properties.[32]
Your LLP is
required to have at least two partners for its registration and continuity.[33] Your
LLP is also required to have at least two designated partners who would be
responsible for the doing of all acts, matters and things as are required to be
done by the LLP in respect of compliance with the provisions of CAMA and as may
be specified in your LLP agreement.[34]
The LLP Agreement between the partners, or between your LLP and its partners governs the mutual rights and duties of the partners of the LLP; and the mutual rights and duties of the LLP and the partners.[35] In the absence of agreement as to any matter, the mutual rights and duties of the partners and the mutual rights and duties of the LLP and the partners shall be determined by the provisions relating to that matter, as are set out in the Fifteenth Schedule of CAMA. The Fifteenth Schedule contains a default LLP Agreement.
A partner of your LLP is an agent of the LLP, but not of other partners, unlike general partnership.[36] Your LLP, as a result, will be liable for the wrongful act or omission of a partner of the LLP done in the course of the business of the LLP or with its authority.[37] Your LLP, however, is not bound by anything done by a partner in dealing with a person if the partner in fact has no authority to act for the LLP in doing a particular act; and the person whom the partner is dealing with knows the partner has no authority, does not know or believe him to be a partner of your LLP.[38]
A person who
holds themselves out to be a partner of your LLP is liable to any person who,
based on the faith of the representation, has given credit to your LLP. Without
prejudice to the person holding themselves out, your LLP would be liable to the
extent of the credit received by it or any financial benefit derived thereon.[39]
You must note
that the liability of your LLP, you, or any of the other partners becomes
unlimited for all or any of the debts or other liabilities of your LLP in the
event that the LLP, you, or any of the other partners carries out an act with
intent to defraud creditors of the LLP or any other person, or for any
fraudulent purpose.[40]
Section 788 of
CAMA provides for a foreign limited liability partnership; that is, an LLP
incorporated oversea which intends to carry on business in Nigeria. The Act
provides that, “A foreign limited liability partnership which before or
after the commencement of this Act was incorporated outside Nigeria, and having
the intention of carrying on business in Nigeria, shall take all steps
necessary to be incorporated as a separate entity in Nigeria for that purpose,
but until so incorporated, the foreign limited liability partnership shall not
carry on business in Nigeria or exercise any of the powers of a corporate body
registered under this Act and shall not have a place of business or an address
for service of documents or processes in Nigeria for any purpose other than the
receipt of notices and other documents, as matters preliminary to incorporation
under this Act.”[41]
The minister[42] may, by regulation, exempt a foreign limited liability partnership from the requirement of incorporation.[43] The words “Limited Liability Partnership” or the acronym, “LLP” is required to be the last word of your LLP name.[44] This helps to notify the public that the liability of the partners are limited.
D.
COMPANY
While companies
share legal personality attribute with LLPs, companies can be used as
vehicles for a wide range of businesses. A company is
specifically designed by law as a capital-raising vehicle and for investment
facilitation.[45]
The organisational structure of your company, also, is designed in a way to
minimise risk of the owners of the company in conducting their business. This encourages the directors of your company to increase their entrepreneurial
spirit to take risks, knowing that the owners of the company will not lose
their personal properties if the business fails.[46]
Your company’s
management and membership will ultimately determine the route that is to be
taken by the company.[47] Under
the law, however, your company artificial nature is ignored to the extent that,
upon incorporation, it becomes a body corporate, having all the powers of a
natural person of full capacity.[48] Just
like you and I, your company:
1.
has a nationality;
2.
has a domicile;
3.
has human rights;
4.
can own properties;
5.
sue and be sued in its name;
6.
can enter into a contractual
agreement;
7.
can act tortiously or be a
victim of tortious behaviour;
8.
can commit a crime or be a
victim of a crime;
9.
your company can even give
“birth” to another company.
Your company
also enjoys perpetual success. This means it can exist forever, unlike we
humans. Coca-Cola and several other companies, for instance, continue to exist
years after the death of their founders. Companies are likewise suitable for
family businesses. It allows your children and incoming generations to carry on
your legacy years after you are gone. Günther Quandt founded BMW, a car
company, in 1916. His family still holds a controlling stake of 46% in the
company, more than 100 years later.
Types of Companies
There are
various types of companies from which you can choose to incorporate your
business. Your choice should depend on the requirements for your business undertakings,
including your purpose for running the business.
The types of
companies available under CAMA include a company limited by shares; a company
limited by guarantee; and an unlimited liability company.[49] A
company of any of these types may either be a private company or a public company.[50]
In essence, you have a total of six types of companies from which you can
choose to incorporate your business; namely:
1.
Private companies limited by
shares;
2.
Public companies limited by
shares;
3.
Private companies limited by
guarantee;
4.
Public companies limited by
guarantee;
5.
Private unlimited companies;
and
6.
Public unlimited companies.
A Company
Limited by Shares
A company is
limited by shares where liabilities of its members (i.e. the shareholders) are
limited by the amount, if any, unpaid on the shares respectively held by them.[51]
During the process of registering a company limited by shares, you or you and
other shareholders of the company are required to acquired all or some shares
of the company as a “guarantee” that if the company borrows money, and the
company becomes insolvent, the amount of shares acquired by each shareholder of
the company is the amount each shareholder will be called upon to contribute in
paying the company’s debt. This is because the debts of your company are not
the debt of its members. Your company is a separate legal person
upon incorporation.[52]
You can acquire
the shares of your company on a fully paid-up, partly paid-up, or nil-paid
basis.[53]
The difference is that, with fully paid-up shares, your company has no legal
right to require you to pay any further sum of money into the company.[54]
When you acquire your shares on a partly paid-up or nil-paid basis, your
company is entitled to call upon you to pay to the company any part, or the
whole, of the amount of the share price as yet unpaid, at any time.[55]
And in the event
of your company being wound up, the shareholders of your company shall not be
held liable to contribute to the assets of the company exceeding the amount, if
any, unpaid on the shares held by such shareholder.[56]
A Company
Limited by Guarantee
This type of
company is suitable for non-profit making purposes, ranging all the way from
some of the major charities to the local golf club.[57]
When you incorporate your company as a company limited by guarantee, you and
other members of the company would only be liable to such amount you undertake
to contribute to the assets of the company in the event of its being wound up.[58] You
and other members of the company, unlike a company limited by shares, are not
expected to contribute to the asset of the company, unless and until the
company goes into liquidation. The liability of members to contribute to the
asset of the company in the event of its being wound up shall not be less than
N100,000.00 at any time.[59]
You can incorporate
a company limited by guarantee for the purpose of promoting commerce, art,
science, religion, sports, culture, education, research, charity or other
similar activities, but never for the purpose of making profits for
distribution to members.[60]
The income and property of the company are to be applied solely towards the
promotion of its activities.[61]
The law does not permit any portion of the income and property of the company
to be paid or transferred directly or indirectly to the members of the company.[62]
Companies limited by guarantee are usually funded with membership subscriptions and application fees, since such companies do not have share capital. The remaining assets of the company, after discharging its debts and liabilities, are to be distributed to some other company limited by guarantee having similar objects with the company or applied to some charitable object, upon winding-up.[63]
An Unlimited
Company
An unlimited
company is required to have a share capital.[64] The
liability of members of this type of company is unlimited. An Unlimited Company,
as such, shares liability feature with partners of a general partnership. An
unlimited company however differs from a general partnership in the sense that an
unlimited company is a legal person under the law, separate from its members. Members
of a unlimited company are also not liable for the debts of the company while it
is a going concern. Members’ unlimited liability becomes active upon winding up
of the company, in which members will be liable to contribute to the payment of
the debts of the company and costs of winding up, without limitation.
An unlimited
company is suitable if you wish to carry on your business in a manner rendering
you and other members of the company liable without limitation for the debts of
the company, while enjoying the legal personality feature of the company. This
feature of personal liability makes this type of company unpopular in the
business world.
Some benefits of
incorporating your business as an unlimited company include creditor confidence
and management quality. Creditors are confident in lending their money to your unlimited company,
with the knowledge that your personal assets are in line if the business
fails. Member of unlimited companies are also careful with risk management because they can potentially lose everything if the company fails. Careful risk
management, on the other hand, may lead to missed opportunities.
Mobil Producing Nigeria Unlimited, one of the largest oil producers in Nigeria, is a notable example of an unlimited company.
A Private or
a Public Company?
The distinction
between features of a private company and a public company is another important
area to consider in determining the type of company to incorporate. The majority of
companies in the world are private companies because of their suitability for
small businesses, family businesses, and being a qualifying condition for
incorporating small companies.[65]
The most
important distinction between a private and a public company is public offer of
company shares. A private company, just like the name implies, is restricted,
unless otherwise authorised by law, from inviting the public to (a) subscribe
for any share or debenture of the company; or (b) deposit money for fixed
periods or payable at call, whether or not bearing interest.[66]
Public companies are the ones which can raise money by inviting the public to
purchase their shares. This is the reason we often hear about public companies
in the news, which tends to give a distorted view of the numerical significance
of public companies, over private companies.
An implication
of this restriction is that it prevents a private company from being listed on
the Stock Exchange. A practical example of this is the conversion of Mobile
Telephone Network (“MTN”) Nigeria from a private company to a public company in
2019. Disclosing the reason for the conversion, the then CEO of the company,
Mr. Fredi Moolman, stated, “Our conversion to a PLC is a major step
towards listing by introduction on the Nigerian Stock Exchange in the first
half of 2019.”[67]
A good news is CAMA now allows one person to incorporate a private company,[68]
have one director, and without having a secretary. This provision is beneficial
to Small and Medium Enterprises (“SMEs”) by mitigating entry barriers into the
business environment, while also benefiting from the legal personality feature of a
company. Public companies, on the other hand, require at least two persons for incorporation.[69]
They are also required to have at least two directors[70]
and a secretary.[71]
The minimum allotted
share capital for private companies is N100,000.00; and N2,000,000.00 for
public companies.[72] There
are certain designated companies with prescribed minimum share capital. Some of
these companies include Travel/Tours – N30 million; Shipping Company/Agent –
N25 million; Air Transport (International) – N2 Billion; Commercial Bank with
International Authorisation – N50 Billion; and so on.[73]
Please note that apart from the prescribed minimum requirements, there are
other requirements for some companies to satisfy before incorporation.
Obtaining the requisite industry licence is another popular prerequisite for some
business incorporation.
A private
company, by its articles, can restrict transfer of shares.[74] A
private company can also, by its articles, provide that (a) a member shall
not sell that member’s shares in the company to a non-member, without first
offering those shares to existing members; and that (b) a member, or a group of
members acting together, shall not sell or agree to sell more than 50% of the
shares in the company to a person who is not then a member, unless that
non-member has offered to buy all the existing members’ interests on the same
terms.[75]
Other distinctions between private and public companies can be found in CAMA. There is also a restriction on the number of members of a private company to 50 people, excluding people who are employed to work for the company.[76] A public company has no maximum.
Conversion
and Re-Registration
The law permits
certain company conversion and re-registration from one type to another.[77] Some
years after incorporating your company as private company limited by shares,
you may realise the need to expand your company, including calling for the
public to subscribe to the shares of the company. Just like MTN Nigeria
conversion as discussed above, you can convert the company to a Public Company
Limited by Shares, after fulfilling certain requirements for conversion under
CAMA. You can also convert your company from a private limited company to an
unlimited company, and so on.
It must be noted
however that once you incorporate your company as limited by guarantee, there
is no provision in CAMA for re-registration as a company limited by shares or
vice versa.[78]
Foreign
Companies
Foreign
companies intending to carry on business in Nigeria are required to incorporate
as a separate entity in Nigeria for business purpose.[79] Pricewaterhousecoopers
(“PwC”), a global accounting firm, for instance, was incorporated in Nigeria in
1981 as a private limited liability company before commencing business in the
country. A foreign company that carries on business without incorporation in Nigeria commits an offence and is, in addition to being liable to prosecution, also
liable to penalty, unless the company is granted an exception from
incorporation by the Minister.[80]
E.
INCORPORATED TRUSTEES
Non-Governmental
Organisations (“NGOs”), churches, mosques, clubs, among other similar associations,
carry on their activities through the incorporated trustees. Incorporated
trustees are suitable for any community of persons bound together by custom,
religion, kinship, or nationality or by anybody or association of persons
established for any religious, educational, literary, scientific, social,
development, cultural, sporting, or charitable purpose.[81] Such
associations are required to appoint two or more trustees for incorporation.[82]
The trustees
become a corporate body upon registration.[83] Incorporated
trustees, as a result of registration, enjoy perpetual succession. They can
have a common seal if they so wish. They have the power to sue or be sued in
their corporate names as such trustees. They also, among others, have the power to acquire
properties.[84]
The Tony Elumelu Foundation is a popular example of Incorporated Trustees in Nigeria.
Incorporated
Trustees and Companies Limited by Guarantee Compared
Incorporated
trustees and companies limited by guarantee share attribute of being used for
non-profit making purposes. The major distinction between the two entities is
that company limited by guarantee may be employed to do business or make a profit, though it cannot share the profit among its members. Incorporated
trustees, on the other hand, cannot venture into a profit-making business. This
is a reason incorporated trustees are common in religious organisations.
Other
distinctions between the two entities are largely embedded in the registration
requirements. A company limited by guarantee, for instance, requires the consent
of the Attorney General of the Federation before incorporation; this is not a
requirement for the registration of incorporated trustees. Memorandum and
articles of association are requirements for the registration of a company limited by
guarantee. Incorporated trustees require a constitution.
READ ALSO: 8 BENEFITS OF REGISTERING YOUR BUSINESS
CONCLUSION
Most
entrepreneurs and start-ups believe choosing and forming their business entity
is something to check off on a weekend by simply contacting a lawyer friend to register their businesses for them, or after researching on the web for an hour or so, without
taking care to understand the legal regime that affects their business,
including choices of business formation they have under the law. It is
therefore advisable for business founders to take their time and contact business law experts for
proper guidance on the choice of business organisation suitable for such
founders’ businesses.
[1] (2021) LPELR-56681 (CA)
[2] Wolters Kluwer, CCH
(2017). ATL005 CommLaw2: Entities and Business Structures. CCH Australia
Limited: Australia.
[3] Ibid.
[4] Ibid.
[5] Alan Dignam & John
Lowry (2012). Company Law (7th ed.). Oxford University Press:
United Kingdom.
[6] See Alade v. Alic (Nig.) Ltd. (2010) 19 NWLR (Pt. 1226) 111 S.C.
[7] (2019) LPELR-47620 (SC)
[8] Charles Wild &
Stuart Weinstein (2011). Smith and Keenan’s Company Law (15th
ed.). Pearson Education Limited: England.
[9] Alan Dignam & John
Lowry (2012). Company Law (7th ed.). Oxford University Press:
United Kingdom.
[10] For instance, there is
Partnership Law of Lagos State CAP. P1, 2015.
[11] Alan Dignam & John
Lowry (2012). Company Law (7th ed.). Oxford University Press:
United Kingdom.
[12] Ibid.; See also
Partnership Law of Lagos State CAP. P1, 2015, s. 32.
[13] Wolters Kluwer, CCH
(2017). ATL005 CommLaw2: Entities and Business Structures. CCH Australia
Limited: Australia.
[14] Companies and Allied
Matters Act 2020, s. 19 (1).
[15] Ibid., s. 19 (2).
[16] Ibid., S. 795 (3).
[17] Ibid., s. 806; see also Alan
Dignam & John Lowry (2012). Company Law (7th ed.). Oxford
University Press: United Kingdom.
[18] Nicholas Bourne (2013).
Bourne on Company Law (6th ed.). Routledge: USA.
[19] See Companies and
Allied Matters Act, 2020, S. 795 (4).
[20] Ben Pettet (2005). Company
Law (2nd ed.). Pearson Education Limited: England.
[21] Companies and Allied
Matters Act 2020, s. 795 (2)
[22] Ibid., s. 796
[23] Ibid., s. 802
[24] Susan McLaughlin (2013).
Unlocking Company Law (2nd ed.). Routledge: USA.
[25] Ibid.
[26] See Companies and
Allied Matters Act 2020, s. 747
[27] Ibid., s. 770 (1)
[28] Ibid., s. 770 (2)
[29] Ibid., s. 771 (1)
[30] Ibid., s. 746 (1)
[31] Ibid., s. 756
[32] Ibid., s. 766 (4)
[33] Ibid., s. 748
[34] Ibid., s. 750
[35] Ibid., s. 762
[36] Ibid., s. 765
[37] Ibid., s. 766 (2)
[38] Ibid., s. 766 (1)
[39] Ibid., s. 768
[40] Ibid., s. 769 (1)
[41] Ibid., s. 788 (1)
[42] Minister under the Act means the Minister charged with
responsibility for trade.
[43] See Companies and
Allied Matters Act 2020, s. 788 (2)
[44] Ibid., s. 757 (1)
[45] Alan Dignam & John
Lowry (2012). Company Law (7th ed.). Oxford University Press:
United Kingdom.
[46]
[47] Ibid.
[48] See Companies and
Allied Matters Act 2020, s. 43.
[49] Ibid., s. 21 (1).
[50] Ibid., s. 21 (2).
[51] Ibid., s. 21 (1) (a).
[52] Susan MacLaughlin
(2013). “Unlocking Company Law”. 2nd Edition. Routledge: London.
[53]
[54] Ibid.
[55] Ibid.
[56] See Companies and
Allied Matters Act 2020, s. 117 (4) (c).
[57] Len Sealy and Sarah
Worthington (2013). “Sealy & Worthington’s Cases and Materials in Company
Law” (10th Edition). Oxford
University Press: UK
[58] See Companies and
Allied Matters Act 2020, s. 21 (1) (b).
[59] Ibid., s. 26 (12)
[60] Ibid., s. 26 (1) & (3).
[61] Ibid.
[62] Ibid.
[63] Ibid., s. 26 (15).
[64] Ibid., s. 25.
[65] Ibid., s. 394 for the qualifying conditions of a small
company.
[66] See Companies and
Allied Matters Act 2020, s. 22 (5).
[67] https://www.vanguardngr.com/2019/04/why-we-converted-to-a-public-company-mtn/
Accessed on July 07, 2022.
[68] See Companies and
Allied Matters Act 2020, s. 18 (2)
[69] Ibid., s. 18 (1)
[70] Ibid., s. 271 (1)
[71] Ibid., s. 330 (1)
[72] Ibid., s. 27 (2) (a)
[73] See Corporate Affairs
Commission, “Operations Checklists 2022.”
[74] See Companies and
Allied Matters Act 2020, s. 22 (2)
[75] Ibid., s. 22 (2) (b) & (c)
[76] Ibid., s. 22 (3)
[77] Ibid., s. 55.
[78] See Charles Wild and
Stuart Weinstein (). “Smith & Keenan’s Company Law” (14th
Edition). Pearson Education Limited: England.
[79] See Companies and Allied Matters Act 2020, s. 78
[80] Ibid., s. 79
[81] Ibid., s. 823 (1)
[82] Ibid.
[83] See Companies and Allied Matters Act 2020, s. 823 (2); AUCHI
MICROFINANCE BANK LTD V. REGISTERED TRUSTEES OF USOGUN PROGRESSIVE SOCIETY,
AUCHI (2021) LPELR-56022 (CA)
[84] See Companies and Allied Matters Act 2020, s. 830 (1)
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