PART A : CORPORATE AFFAIRS COMMISSION

A Bill 

For

An Act to repeal the Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria, 2004 and enact the Companies and Allied Matters Act, 2019 to provide for the incorporation of companies, limited liability partnerships, limited partnerships, registration of business names together with incorporation of trustees of certain communities, bodies,  associations; and for related matters.

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Commencement

Enacted by the National Assembly of the Federal Republic of Nigeria—

 

 

PART A – CORPORATE AFFAIRS COMMISSION

1. (1) There is established the Corporate Affairs Commission (in this Act referred to as “the Commission”).

(2) The Commission —

(a) is a body corporate with perpetual succession and a common seal;

(b) may sue and be sued in its corporate name; and

(c) may acquire, hold or dispose of any property, movable or immovable, for the purpose of performing its functions.

(3) The headquarter of the Commission shall be in the Federal Capital Territory, Abuja, and there shall be established an office of the Commission in each State of the Federation.

Establishment of the Corporate Affairs Commission.

2. (1) There is established for the Commission, a Governing Board (in this Act referred to as “the Board”) which shall be responsible for performing the functions of the Commission.

(2) The Board shall consist of-

(a) a chairman who is appointed by the President on the recommendation of the Minister, and who, by reason of his ability, experience or specialised knowledge of corporate, industrial, commercial, financial or economic matters, business or professional attainment, is capable of making outstanding contributions to the work of the Commission;

(b) one representative of the –

(i)                 business community, appointed by the Minister on the recommendation of the Nigerian Association of Chambers of Commerce, Industries, Mines and Agriculture,

(ii)               legal profession, appointed by the Minister on the recommendation of the Nigerian Bar Association,

(iii)             accountancy profession, appointed by the Minister after consultation with professional bodies of accountants as are established by Acts of the National Assembly,

(iv)             Institute of Chartered Secretaries and Administrators of Nigeria, appointed by the Minister on the recommendation of the Institute,

(v)               Nigerian Association of Small and Medium Enterprises, appointed by the Minister on the recommendation of the Association,

(vi)             Manufacturers Association of Nigeria, appointed by the Minister on the recommendation of the Association,

(vii)           Securities and Exchange Commission not below the rank of a Director or its equivalent, and

(viii)         each of the Federal Ministries of Industry, Trade and Investment, Justice and Finance who shall not be below the rank of Director; and

(c) the Registrar-General of the Commission.

Establishment of Governing Board of the Commission.

3. (1) Subject to the provisions of subsection (2), a person appointed as a member of the Board (not being an ex-officio member) shall hold office for a term of three years and may be eligible for re-appointment for one further term of three years and no more

(2) The Minister may, with the approval of the President, at any time remove any member of the Board from office if the Minister is of the opinion that it is not in the interest of the Commission for the member to continue in office and shall notify the member in writing to that effect.

(3) The members of the Board except the Registrar-General shall be part-time members of the Board.

(4) A member of the Board ceases to hold office if-

(a) he resigns his appointment as a member of the Board by three month notice under his hand and addressed to the Minister;

(b) he becomes of unsound mind or is incapable of discharging his duties;

(c) he becomes bankrupt or has made arrangement with his creditors;

(d) he is convicted of a felony or any offence involving fraud or dishonesty;

(e) he is guilty of serious misconduct relating to his duties; or

(f) in the case of a person who possesses professional qualifications, he is disqualified or suspended from practising his profession in any part of Nigeria by an order of any competent authority made in respect of him personally.

(5) There is vacancy on the Board if a member-

(a) dies;

(b) is removed from office in accordance with subsection (2);

(c) resigns from office in accordance with subsection (4) (a); or

(d) completes his tenure of office; or

(e) ceases to hold office in accordance with paragraphs (b) to (f) of subsection (4).

(6) A vacancy on the Board shall be filled by the appointment of another person to the vacant office in accordance with the provisions of this Act, as soon as it is reasonably practicable after the occurrence of such vacancy.

(7) Where a vacancy on the Board is created as a result of death, removal or resignation of a member of the Board, a replacement of the immediate past member shall be appointed to complete the unexpired period of his predecessor’s term of office.

 

Tenure of office and vacancy on the Board.

4.  The Board shall-

(a) review and provide general policy guidelines for performing of the functions of the Commission in accordance with international commercial best practice;

(b) have general oversight on the administration of the Commission;

(c) review and approve the strategic plans of the Commission;

(d) receive and consider management reports and advise the Minister on the reports;

(e) determine the terms and conditions of service of employees of the Commission;

(f) fix the remuneration, allowances and benefits of employees of the Commission, in consultation with the National Salaries, Income and Wages Commission;

(g) ensure compliance with the provisions of this Act; and

(h) do such other things as are necessary to ensure the effective and efficient performance of the functions of the Commission.

 

Functions of the Board.
5. Members of the Board appointed under section 2 (2) (a) – (b) shall be paid such remuneration and allowances as the Minister may, from time to time, direct.

Remuneration and allowances of members.

6.  (1) Subject to this section and section 27 of the Interpretation Act, the Board may make standing orders regulating its proceedings.

(2) The Chairman shall preside at every meeting of the Board but, in his absence, the members present shall elect one of them present to preside at the meeting.

(3) The quorum for meetings of the Board is five.

(4) The Board may appoint any of its officers to act as secretary at any of its meetings.

 

Proceedings of the Board.

Cap. I23, LFN, 2004.

7. (1) A member of the Board who is directly interested in any company or enterprise, the affairs of which are being deliberated upon by the Board, or is interested in any contract made or proposed to be made by the Board shall, as soon as possible after the relevant facts have come to his knowledge, disclose the nature of his interest at a meeting of the Board.

(2) A disclosure, under subsection (1), shall be recorded in the minutes of the Board, and the member shall-

(a) not take part, after such disclosure, in any deliberation or decision of the Board with regard to the subject matter in respect of which his interest is disclosed; and

(b) be excluded for the purpose of constituting a quorum of the Board for any such deliberation or decision.

Disclosure of interest.

8.  (1) The functions of the Commission shall be to-

(a) administer this Act, including the registration, regulation and supervision of –

(i) the formation, incorporation, management, striking off and winding up of companies,

(ii) business names, management and removal of names from the register, and

(iii) the formation, incorporation, management and dissolution of incorporated trustees;

(b) establish and maintain a company’s registry and office in each State of the Federation suitably and adequately equipped to perform its  functions under this Act or any other law;

(c) arrange or conduct an investigation into the affairs of any company, incorporated trustees or business names where the interest of shareholders, members, partners or public so demands;

(d) ensure compliance by companies, business names and incorporated trustees with the provisions of this Act and such other regulations as may be made by the Commission;

(e) perform such other functions as may be specified in this Act or any other law; and

(f) undertake such other activities as are necessary or expedient to give full effect to the provisions of this Act.

(2) Nothing in this section affects the powers, duties or jurisdiction of the Securities and Exchange Commission under the Investments and Securities Act (or any amendment thereto or re-enactment thereof).

Functions of the Commission.

Cap. I23, LFN, 2004.

9. (1) The Commission shall appoint a Registrar-General who –

(a)    is qualified to practice as a legal practitioner in Nigeria;

(b)   has been so qualified for at least 10 years; and

(c)    in addition, has had experience in company law  practice or administration for at least eight years.

(2) The Registrar-General –

(a)    is the Chief Executive of the Commission;

(b)   is subject to the directives of the Board and shall hold office on such –

(i)                 terms and conditions as may be specified in his letter of appointment, and

(ii)               other terms and conditions as may be determined by the Board with the approval of the President.

(3) The Registrar-General is the accounting officer for the purpose of controlling and disbursing amounts from the Fund established under section 13.

Appointment of Registrar-General.

10. The Commission may appoint such other staff as it may deem necessary for the efficient performance of the functions of the Commission under this Act.

Appointment of staff.

11.  Notwithstanding the provisions of any enactment to the contrary, a person appointed to the office of Registrar-General under section 9 of this Act or a person appointed under section 10 of this Act who is a legal practitioner shall, while so appointed, be entitled to represent the Commission as a legal practitioner for the purpose and in the course of his employment.

Right to appear in Court.

12. (1) Service in the Commission shall be approved service for the purpose of the Pensions Reform Act (or any amendment thereto or re-enactment thereof) and accordingly, officers and other persons employed in the Commission are, in respect of their service in the Commission entitled to pensions, gratuities and other retirement benefits as determined in the Commission’s conditions of service.

(2) Nothing in this Act shall prevent the appointment of a person to any office on terms in the Commission which preclude the grant of pension contributions or gratuity.

Service in the Commission to be pensionable.

Act No. 4, 2014.

13. The Commission shall establish a fund (in this Act referred to as “the Fund”) which shall consist of –

(a) money as may be allocated to it by the Federal Government; and

(b) such other money as may accrue to it in the performance of its functions.

Fund of the Commission.

14.  The Commission may apply the proceeds of the Fund –

(a) to the cost of administration of the Commission;

(b) for re-imbursing members of the Board or any Committee set up by the Board for such expenses as may be authorised or approved by the Board, in accordance with the rate approved in that behalf by the Minister;

(c) to the payment of salaries, fees or other remuneration or allowances, pensions and gratuities payable to the employees of the Commission;

(d) for the maintenance of any property acquired or vested in the Commission; and

(e) for any purpose related to the functions of the Commission under this Act.

Expenditure of the Commission.

15. (1) The financial year of the Commission starts on the 1st day of January and end on the 31st day of December of the same year or any time as may be prescribed by Financial Regulations issued by the Federal Government of Nigeria.

(2) The Commission shall keep proper accounts and records in relation thereto and shall prepare in respect of each year a statement of accounts in such form as may be prescribed by the Financial Reporting Council of Nigeria.

(3)  The accounts of the Commission shall be audited, not later than six months after the end of the year, by auditors appointed by the Commission from the list and in accordance with guidelines issued by the Auditor-General for the Federation, and the fees of the auditors and the expenses of the audit generally shall be paid from the funds of the Commission.

(4) The Commission shall, not later than 30th September in each year, cause to be prepared an estimate of the expenditure and income of the Commission during the next succeeding year and shall be submitted to the Minister.

Annual accounts, audit and estimates.
16. The Commission shall, not later than 30th June in each year, submit to the Minister a report on the activities of the Commission during the immediate preceding year, in such form as may be prescribed by the Minister and shall include in such report the audited accounts of the Commission.Annual report.

17. (1) A suit shall not be commenced against the Commission before the expiration of 30 days after a written notice of intention to commence the suit is served upon the Commission by the intending plaintiff or his agent.

(2) The notice referred to in subsection (1) shall clearly state the –

(a) cause of action;

(b) particulars of the claim;

(c) name and place of abode of the intending plaintiff; and

(d) relief sought.

Pre-action notice and restriction on levy of execution.