PART G: GENERAL

ESTABLISHMENT OF ADMINISTRATIVE PROCEEDINGS COMMITTEE

 

851. (1) The Commission shall establish an Administrative Proceedings Committee (in this Act referred to as “the Administrative Committee”) comprising —

 

(a) the Registrar-General who shall be the Chairman of the Administrative Committee;

 

(b) five representatives from the operational departments of the Commission, not below the grade level of a director, one of whom shall be from the Compliance Department of the Commission; and

 

(c) a representative of the Federal Ministry of Industry, Trade and Investment not below the grade level of a director.

 

(2) The Administrative Committee may co-opt persons, at any of its meetings, as observers, representatives of relevant associations, including associations of shareholders, registrars or trustees, as are considered necessary, and members so co- opted shall not count towards a quorum or have the right to vote in respect of any decision taken by the Administrative Committee.

 

(3) The Commission shall designate an officer of the Commission with at least 10 years post-call experience in the legal profession who shall be the secretary of the Administrative Committee.

 

(4) The Administrative Committee shall —

 

(a) provide the opportunity of being heard for persons alleged to have contravened the provisions of this Act or its regulations;

 

(b) resolve disputes or grievances arising from the operations of this Act or its regulations; and

 

(c) impose administrative penalties for contravention of the provisions of this Act or its regulations in the settlement of matters before it.

 

(5) The chairman shall preside at every meeting of the Administrative Committee and in his absence the members present at the meeting shall select one of their numbers to preside over the meeting.

 

(6) The quorum at a sitting of the Administrative Committee is four members present while the determination of issue shall be by simple majority of members present and where there is equality of votes, the chairman or the member presiding shall be entitled to a casting vote.

 

(7) Parties shall attend the sitting of the Administrative Committee in person or be represented by a legal practitioner.

(8) Proceedings of the Administrative Committee shall be recorded on audio or visual tape or such other electronic device.

 

(9) Decisions reached on any matter before the Administrative Committee shall be forwarded to the parties not later than 14 days after the confirmation by the Board.

 

(10) The sanctions that may be imposed by the Administrative Committee, include —

 

(a) imposition of administrative penalties;

 

(b) suspension or revocation of registration; or

 

(c) recommendation for criminal prosecution if matters brought before it reveals any criminal act or conduct.

 

(11) Decisions of the Administrative Committee are subject to confirmation by the Board.

 

(12) Parties dissatisfied with decisions of the Administrative Committee may appeal to the Federal High Court.

 

(13) Subject to the provisions of this section, the Administrative Committee to regulate its proceedings.

 

 

 

 

 

 

 

 

Establishment of administrative proceedings committee.

852. (1) No company, limited liability partnership, limited partnership, business name or incorporated trustee shall be registered under this Act by a name or trade mark which —

 

(a) is identical with that by which a company or limited liability partnership in existence is already registered, or so nearly resembles that name as to be calculated to deceive, except where the company or limited liability partnership in existence is in the course of being dissolved and signifies its consent in such manner as the Commission requires;

 

(b) contains the words "Chamber of Commerce" unless it is a company limited by guarantee;

 

(c) in the opinion of the Commission, is capable of misleading as to the nature or extent of its activities or is undesirable, offensive or otherwise contrary to public policy;

 

(d) in the opinion of the Commission, would violate or conflict with any existing trademark or business name registered in Nigeria or body corporate formed under this Act unless the consent of the owner of the trade mark, business name or trustees of the body corporate has been obtained;

 

(e) contains any word which, in the opinion of the Commission, is likely to mislead the public as to the nationality, race or religion of the persons by whom the business is wholly or mainly owned or controlled;

 

(f) is, in the opinion of the Commission, deceptive or objectionable in that it contains a reference or suggests association with any practice, institution, personage, foreign state or government, international organisation or international brand or is otherwise unsuitable; or

 

(g) is capable of undermining public peace and national security.

 

(2) Except with the consent of the Commission, no company, limited liability partnership, limited partnership, business name or incorporated trustees shall be registered by a name which —

 

(a) includes the word "Federal", "National", "Regional", "State",

 

(b) "Government", or any other word which, in the opinion of the Commission suggests or is calculated to suggest that it enjoys the patronage of the Government of the Federation, the Government of a State in Nigeria, any Ministry or Department of Government, or contains the word "Municipal" or "Chartered" or in the opinion of the Commission, suggests or is calculated to suggest, connection with any municipality or other local authority;

 

(c) contains the word "Cooperative" or its equivalent in any other language or any abbreviation; or of the words "Building Society" or

 

(d) contains the word "Group" or "Holding".

 

(3) No individual or firm shall be registered under PART D or E of this Act if the age of the individual or any individual who is a partner is stated in the statement furnished under section 796 of this Act to be less than 18 years, unless the statement shows at least two other individuals aged above 18 years.

 

(4) No company, business name or incorporated trustee shall be registered where there is irrefutable evidence to the effect that the company, business name or incorporated trustee has previously been involved in fraudulent trade malpractices, either in local or international trade.

 

Prohibited and restricted names.

853. (1) The Commission may, by regulations, require that in connection with an application for the approval of the Commission under section 852 the applicant must seek the view of a specified Government Department or other body.

 

(2) Where such a requirement applies, the applicant must request the specified Department or other body in writing to indicate whether (and if so why) it has any objections to the proposed name.

 

(3) Where a request under this section is made in connection with an application for the registration of a company, limited liability partnership, business name or incorporated trustees under this Act, the application must —

 

(a) include a statement that a request under this section has been made, and

 

(b) be accompanied by a copy of any response received.

 

(4) Where a request under this section is made in connection with a change in the name of a company, limited liability partnership, business name or incorporated trustees, the notice of the change sent to the Commission must be accompanied by —

 

(a) a statement by a director, partner, incorporated trustees or their secretary that a request under this section has been made, and

 

(b) a copy of any response received.

 

Duty to seek comments of government department or other body.

854. (1) The Minister may make provision by regulations —

 

(a) as to the letters or other characters, signs or symbols (including accents and other diacritical marks) and punctuation that may be used in the name of a company, limited liability partnership, business name or incorporated trustee registered under this Act; and

 

 

 

 

(b) specifying a standard style or format for the name of a company, limited liability partnership, business name or incorporated trustee for the purposes of registration.

 

(2) The regulations may prohibit the use of specified characters, signs or symbols when appearing in a specified position (in particular, at the beginning of a name).

 

(3) A company, limited liability partnership, business name or incorporated trustee may not be registered under this Act by a name that consists of or includes anything that is not permitted in accordance with regulations under this section.

 

Permitted characters.

855. (1) If it appears to the Commission that —

 

(a) misleading information has been given for the purposes of a company, limited liability partnership,   business name or incorporated trustee registration by a particular name; or

 

(b) an undertaking or assurance has been given for that purpose and has not been fulfilled, the Commission may direct the company, limited liability partnership, business name or incorporated trustee to change its name.

 

(2) The direction shall —

 

(a) be given within five years of the company, limited liability partnership, business name or incorporated trustees registration by that name; and

 

(b) specify the period within which the company, limited liability partnership, business name or incorporated trustee is to change its name.

 

(3) The Commission may, by a further direction, extend the period within which the company, limited liability partnership, business name or incorporated trustee is to change its name provided that the direction shall be given before the end of the period for the time being specified.

 

(4) A direction under this section shall be in writing.

 

(5) Where a company, limited liability partnership, business name or incorporated trustee fails to comply with a direction of the Commission under this section, the company, limited liability partnership and incorporated trustees together with every of the officers or each partner in the case of a business name shall each be liable to a penalty for every day the failure continues in such amount as the Commission shall specify in its regulations.

 

(6) In this section, “officer” of the company, limited liability partnership or incorporated trustee means the directors (including a shadow director), partners or trustees whichever is applicable.

 

Misleading information.

856. (1) If, in the opinion of the Commission, the name by which a company, limited liability partnership, business name or incorporated trustee is registered is misleading as to the nature of its activities as to be likely to cause harm to the public, the Commission may direct the company, limited liability partnership, business name or incorporated trustee in writing to change its name.

 

(2) The direction must be complied with within six weeks from the date of the direction or such longer period as the Commission may deem fit.

 

(3) Where a company, limited liability partnership, business name or incorporated trustee fails to comply with a direction of the Commission under this section, the company, limited liability partnership or incorporated trustees together with every of its officers or each partner, in the case of a business, shall each be liable to a penalty for every day the failure continues in such amount as the Commission shall specify in its regulations.

 

(4) In this section, “officer” of the company or incorporated trustees means the directors (including a shadow director) or trustees.

 

Misleading indication of activities.

857. (1) A person ("the applicant") may object to the registered name of a company, limited liability partnership, limited partnership, business name or incorporated trustees on the ground that it is —

 

(a) the same as a name associated with the applicant in which he has goodwill; or

 

(b) sufficiently similar to such a name that its use in Nigeria would be likely to mislead by suggesting a connection between the company, limited liability partnership, limited partnership, business name or incorporated trustee and the applicant.

 

 

 

 

 

 

(2) The objection must be made by application to the Administrative Proceedings

           Committee established under this Act.

 

(3) The company, limited liability partnership, limited partnership, business name proprietor or partners or incorporated trustees concerned shall be the primary respondent to the application provided that any of its members or directors may be joined as respondents.

 

(4) If the ground specified in subsection (1) (a) or (b) is established, it is for the respondents to show that the —

 

(a) name was registered before the commencement of the activities on which the applicant relies to show goodwill;

 

(b) company, limited liability partnership, limited partnership, business name or incorporated trustee —

 

(i) is operating under the name,

 

(ii) is proposing to do so and has incurred substantial start-up costs in preparation, or

 

(iii) was formerly operating under the name and is now dormant;

 

(c) name was adopted in good faith; or

 

(d) interests of the applicant are not adversely affected to any significant extent.

 

(5) If the facts mentioned in subsection (4) (a) or (b) are established, the objection shall nevertheless be upheld if the applicant shows that the main purpose of the respondents (or any of them) in registering the name was to obtain money (or other consideration) from the applicant or prevent him from registering the name.

 

(6) If the objection is not upheld under subsection (4) or (5), it shall be dismissed.

 

(7) In this section "goodwill" includes reputation of any description.

 

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

858. The Administrative Proceedings Committee shall within 30 days of determining an application under section 857, make its decision and reasons for it available to the public.

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

 

MISCELLANEOUS AND SUPPLEMENTAL

 

859. (1) In the case where any document filed with the Commission is lost or destroyed, the company, limited liability partnership, limited partnership, business name or incorporated trustees may apply to the Commission for leave to submit a copy of the document as originally filed.

 

(2) On such application being made, the Commission may direct notice of it to be given to such persons and in such manners as it deems fit.

 

(3) The Commission shall upon being satisfied —

 

(a) that the original document has been lost or destroyed;

 

(b) of the date of the filing it with the Commission;

 

(c) that the copy of such document produced to the Commission is a correct copy, may certify upon that copy that he is so satisfied and direct that the copy be submitted in the manner required by law in respect of the original.

 

(4) Upon submission under this section, the copy shall have the same effect as the original.

 

(5) The Court may, by order upon application by any person aggrieved and after notice to any other person whom the Court directs, confirm, vary or rescind the certification by the Commission.

 

(6) A copy of the Court order shall be delivered by the applicant under subsection (5) to the Commission for registration within seven days of its making.

 

(7) Any payment, contract, dealing, act or thing made, had or done in good faith before the registration of such order and upon the faith of and in reliance upon the certification by the Commission under subsection (3) shall not be invalidated by the court order varying or rescinding the certification.

 

(8) Submission of a document under subsection (3) shall be at no fee.

 

(9) If default is made in complying with subsection (6), the applicant is liable to a fine as the Commission may by regulation prescribe for the default and for every day the default continues.

 

 

 

 

Resubmission of lost or destroyed registered documents.

860. (1) Any document required to be filed with the Commission for registration may be filed electronically.

 

(2) A copy or extract from any document electronically filed with the Commission or issued by the Commission and certified to be a true copy or extract shall in any proceedings be admissible in evidence as of equal validity with the original documents.

 

(3) Any information supplied by the Commission and certified to be a true extract from any document filed with it shall be admissible in evidence and presumed, unless evidence to the contrary is adduced, to be a true extract from such document.

 

Electronic documents.

861. (1) The Commission shall preserve all documents delivered to it under this Act.

 

(2) Any person may, on application to the Commission, be permitted to inspect the documents kept under subsection(1) on payment of a prescribed fee and may require a copy or extract of any such document to be certified by the Commission on payment of a prescribed fee.

 

(3) Where a copy or extract from any document registered under this Act, is certified by the Commission to be a true copy or extract, it shall in all proceedings be admissible in evidence as of equal validity with the original document, and it shall be unnecessary to prove the official position of the person certifying the copy or extract.

 

(4) No process for compelling the production of any document kept by the Commission shall issue from any court, except with the leave of that court, and such process, if issued, shall bear a statement that it is issued with the leave of the Court.

 

Preservation of documents and inspection.

862. (1) Subject to the provisions of subsection (4), if any person in any return, report, certificate, balance sheet, or other document required by, or for the purpose of any of the provisions of this Act, wilfully makes a statement which is false in any material particular knowing it to be false, he commits an offence and is liable —

 

(a) on conviction to imprisonment for a term of two years; and

 

(b) in the case of a company, to fine as the Court deems fit for every day the default continues.

 

(2) A company which makes a statement in its annual returns which is false in any material particular shall in respect of each year of any such returns be liable to a penalty prescribed in the Commission's regulations if it is a small company or in any other case.

 

(3) Nothing in this section shall affect the provisions of any enactment imposing penalties in respect of perjury in force in Nigeria.

Penalty for false statements or information.

 

863. (1) A person or association of persons shall not carry on business in Nigeria as a company, limited liability partnership, limited partnership or under a business name without being registered under this Act.

 

(2) If an individual, corporation or association of persons required under this Act to be registered carries on business without registration or under a name registration of which has been refused or cancelled under this Act, the individual, corporation or every partner in the firm commits an offence and is liable on conviction to a fine prescribed in the Commission's regulations from time to time, of ₦200.00 for every day during which the default continues, and the Court shall order a statement of the required particulars for the registration of the business to be furnished to the Commission for registration within such time as may be specified in the order.

 

 

Penalty for carrying on business without registration.

864.  Companies, firms and corporate bodies registered under this Act shall retain documents stored in pursuance of the provisions of this Act in soft copies for six years from the date of storage.

 

Retention of records archived in soft copies.

865. (1) An authorised officer of the Commission shall at all reasonable times have access to premises, buildings, offices, places, books or documents in the custody or under the control of any officer of the company, firm, corporation or any other individual for the purpose of inspecting books or documents or where there is reason to believe that the provisions of this Act are being contravened.

 

(2) The powers of an authorised officer under this section shall also extend to the inspection of books or documents, including those stored or maintained in computers or on digital, magnetic, optical or electronic media and any other property, process or matter found on the premises, building, offices or place which the officer considers necessary or relevant for the purpose of any inspection and may without the payment of any fee, make extract from, or copies from such books or documents.

 

(3) The occupier of the premises, building or place that is entered upon or proposed to be entered upon shall —

 

(a) provide the authorised officer with all reasonable facilities and assistance for the exercise of the powers under this section;

 

(b) answer questions relating to the effective exercise of the powers under this section, orally or if required by the authorised officer, in writing or by statutory declaration.

 

(4) The Commission may engage the services of any of the law enforcement agencies in the discharge of its functions under this section.

 

(5) Any person who —

 

(a) obstructs, hinders, prevents or assaults an authorised officer in the performance of any function or the exercise of any power under this section,

 

(b) does anything which impedes or is intended to impede the sealing up of premises or removal of books or documents or any other article for the purpose of investigation of any contravention of the provisions of this Act or its regulations,

 

(c) does anything intended to prevent the procuring or giving of evidence in connection with the prosecution for any breach of the provisions of this Act, or

 

(d) prevents the arrest of any person by a person duly engaged for that purpose or rescues any person so arrested,

 

commits an offence and be liable on conviction to a fine as the Court deems fit or imprisonment for a term not exceeding 12 months or to both.

 

Access to premises, etc.

866.  The Commission shall have power to compound any administrative offence under this Act by accepting such sums of money as it deems fit in the circumstance but not exceeding the maximum fine to which the offender would have been liable if he had been convicted of the offence.

 

Power to compound offences.

867. The Commission may, with the approval of the Minister, make regulations generally for the purpose of this Act and in particular, make regulations —

 

(a) prescribing the forms, returns and other information required under this Act;

 

(b) prescribing the procedure for obtaining any information required under this Act;

 

(c) requiring returns to be made within the period specified by any company, limited liability partnership, limited partnership, business name proprietors or incorporated trustees to which this Act applies;

 

(d) prescribing any fees payable under this Act; and

 

(e) generally for the conduct and regulation of registration under this Act.

 

Regulations.

868. (1) In this Act —

 

"agent" does not include a legal practitioner acting as counsel for any person;

 

"alien" means a person or association, whether corporate or unincorporated, other than a Nigerian citizen or association a company, business name or association incorporated or registered in Nigeria;

 

"annual return" means the return required to be made in the case of –

 

(a)   a company limited by shares, under sections 418-419 of this Act;

 

(b)  a company limited by guarantee, under section 420 of this Act;

 

(c)   a business name, under section 822 of this Act; and

 

(d)  incorporated trustees, under section 848 of this Act;

 

"arrangement" has the meaning assigned to it under section 710 of this Act;

 

"articles" means the articles of association of a company, as originally framed or as altered by special resolution;

 

"book and paper" and" book or paper" include accounts, deeds, writings, and documents;

 

"business" includes any trade, industry and profession and any occupation carried on for profit;

 

"business name" means the name or style under which any business is carried on whether in partnership or otherwise;

 

"circulating capital" means a portion of the subscribed capital of the company intended to be used by being temporarily parted with and circulated in business, in the form of money, goods and other assets, and which, or the proceeds of which, are intended to return to the company with an increment, and are intended to be used again and again, and to always return with some accretion;

                                                           

"Commission" means the Corporate Affairs Commission established under this Act;

 

"company" or "existing company" means a company formed and registered under this Act or, as the case may be, formed and registered in Nigeria before and in existence on the commencement of this Act;  

 

"company limited by guarantee" and "company limited by shares" have the meanings assigned to them respectively by section 21 of this Act;

 

"companies liquidation account" means the account kept on behalf of the Commission pursuant to section 591 of this Act;

 

"contributory" means every person liable to contribute to the assets of a company in the event of its being wound up and for the purposes of all proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed contributories, the expression includes any person alleged to be contributory;

 

"Court" or "the Court" used in relation to a company, means the Federal High Court, and to the extent to which application may be made to it as; court includes the Court of Appeal and the Supreme Court of Nigeria;

 

"creditor" means any person who is owed an obligation (secured or unsecured) accruing on a debt, liability or performance under a contract (express or implied), or in tort, by another person;

 

"creditors voluntary winding up" has the meaning assigned to it by section 625 (4) of this Act;

 

"debenture" means a written acknowledgment of indebtedness by the company, setting out the terms and conditions of the indebtedness, and includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not;

 

“designated partner” means any partner designated as such pursuant to section 749;

 

"director" includes any person occupying the position of director by whatever name called; and includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act;

"dividend" means a proportion of the distributed profits of the company which may be a fixed annual percentage, as in the case of preference shares, or it may be variable according to the prosperity or other circumstances of the company, as in the case of equity shares;

 

"document" includes information recorded in any form, summons, notice, order and other legal process, and register;

 

"equity capital" shall be construed accordingly;

 

"equity share" means a share other than a preference share; and

 

"firm" means an unincorporated body of two or more individuals or one or more individual and one or more corporations, or two or more corporations, who or which have entered into partnership with one another with a view to carrying on business for profit;

 

"fixed capital" means that capital which a company retains in the form of assets upon which the subscribed capital or other sum has been expended, and which assets either themselves produced income, independent of any further action by the company, or being retained by the company are made use of to produce income or gain profits;

 

"foreign company" means a company incorporated elsewhere than in Nigeria;

 

“foreign limited liability partnership” means a limited liability partnership formed, incorporated or registered outside Nigeria;

 

"forename" includes a Christian name and a personal name and when used with a surname includes any first name, and "surname" includes a patronymic;

"Gazette" or "Federal Gazette" means the official Gazette of the Federation;

 

"group financial statements" has the meaning assigned to it by section 379 (1) of this Act;

 

"holding company" means a holding company as defined by section 381 of this Act;

 

"inability to pay debts" in relation to a company has the meaning assigned by section 572 of this Act;

 

"initials" includes any recognised abbreviation of a forename;

 

"insolvent person" where used in this Act means any person in Nigeria who, in respect of any judgment, Act or court order against him, is unable to satisfy execution or other process issued in favour of a creditor, and the execution or other process remains unsatisfied for not less than six weeks;

 

"insolvency practitioner" means a legal practitioner within the meaning of the Legal Practitioners Act or a member of the Institute of Chartered Accountants of Nigeria or such other professional bodies of accountants as are established by an Act of the National Assembly;

 

"issued generally" means, in relation to a prospectus, issued to persons who are not existing members or debenture holders of the company;

 

"issued share capital" in relation to any reduction has the meaning assigned by section 124 (2) of this Act;

 

"legal practitioner" has the meaning assigned to it by the Legal Practitioners Act;

 

“limited liability partnership” means a partnership formed and registered under this Act;

 

“limited liability partnership agreement” means any written agreement between the partners of the limited liability partnership or between the limited liability partnership and its partners which determines the mutual rights and duties of the partners and their rights and duties in relation to that limited liability partnership;

 

"member" includes the heir, executor, administrator or other personal representative, as the case may be, of the member;

"members' voluntary winding up" has the meaning assigned to it by section 625 (4) of this Act;

 

"memorandum" means the memorandum of association of a company as originally framed or as altered in pursuance of any enactment;

 

"minimum issued share capital" means the respective amounts stated in section 27 (2) (a) of this Act;

 

"Minister" means the Minister charged with responsibility for trade; and

 

"Ministry" shall be construed accordingly;

 

"minor" means a person who has not attained the age of 18 years;

 

"non-cash asset" means any property or interest in property other than cash and for this purpose, cash includes foreign currency;

 

"officer" in relation to a body corporate, includes a director, manager or secretary;

"official receiver" means the officer by whatever name called or known charged with control of affairs in bankruptcy and if the appointment is vacant for any reason whatsoever, means the sheriff;

 

“partner” means a co-owner, member, or investor in a partnership, and shall include a person who joins with others to form a partnership and in relation to a limited liability partnership, means any person who becomes a partner in the limited liability partnership, in accordance with the partnership agreement;

 

"person" includes an individual, company, or other entity, which has legal rights and is subject to obligations;

 

"personal representative" where customary law is applicable, includes successors appointed in respect of deceased contributories;

 

"person with significant control" means any person -

 

(a) directly or indirectly holding at least 5% of the shares or interest in a company or limited liability partnership;

 

(b) directly or indirectly holding at least 5% of the voting rights in a company or limited liability partnership;

 

(c) directly or indirectly holding the right to appoint or remove a majority of the directors or partners in a company or limited liability partnership;

 

(d) otherwise having the right to exercise or actually exercising significant influence or control over a company or limited liability partnership; or

 

(e) having the right to exercise, or actually exercising significant influence or control over the activities of a trust or firm whether or not it is a legal entity, but would itself satisfy any of the first four conditions if it were an individual;

"preference share" means a share, by whatever name designated, which does not entitle the holder of it to any right to participate beyond a specified amount in any distribution whether by way of dividend or on redemption, in a winding up, or otherwise;

 

"prescribed" means, as respects the provisions of this Act (other than as to the winding up of companies), prescribed by court or, as the case may be, by other proper authority by regulations or order, and as to winding up, means as prescribed by rules of court, or deemed so to be;

 

"private company" has the meaning assigned to it by section 22 (1) of this Act;

 

"prospectus" means any prospectus, notice, circular, advertisement, or other invitation, offering to the public for subscription or purchase any shares or debentures of a company and includes any document which, save to the extent that it offers securities for a consideration other than cash, is a prospectus;

 

"receiver" includes a manager;

 

"recognised stock exchange" means anybody of persons for the time being recognised by the Securities and Exchange Commission as a stock exchange dealing in shares, debentures and other securities;

 

"registered company" means a company incorporated or deemed to be incorporated under this Act;

 

"Registrar-General" means the Registrar-General appointed under this Act;

 

"resolution for reducing share capital" has the meaning assigned to it by section 131 of this Act;

 

"resolution for voluntary winding up" has the meaning assigned to it by section 620 of this Act;

 

"rules" includes rules made by the Chief Judge of the Federal High Court for the purpose of section 616 or 683 of this Act and all incidental forms together with rules made by the Corporate Affairs Commission;

 

"secured creditor" means a creditor who has been granted a security   interest in any property, asset or assets for the purpose of securing the performance of a debt or guarantee obligation;

 

"securities" includes shares, debentures, debenture stock, bonds, notes (other than promissory notes) and units under a unit trust scheme;

"share" means the interests in a company's share capital of a member who is entitled to share in the capital or income of such company; and except where a distinction between stock and shares is expressed or implied, includes stock;

 

"share capital" means the issued share capital of a company at any given time;

 

"show cards" means a card containing or exhibiting articles dealt with, or samples or representations thereof;

"small company" has the meaning assigned to it under section 394 of this Act;

"statutory declaration" means a declaration voluntarily made under the Oaths Act and in Nigeria includes one so made under any other enactment or law providing for the taking of a voluntary declaration;

 

"statutory meeting" means the meeting required to be held by section 235 (1) of this Act;

"statutory report" has the meaning assigned to it by section 235 (2) of this Act;

 

"subsidiary" means, in relation to a body corporate, a subsidiary as defined by section 381 of this Act;

"treasury share" means a share in a company's share capital which the company itself holds in a proprietary capacity and enjoys legal, beneficial and economic interest of;

"unlimited company" has the meaning assigned to it by section 21 (1) of this Act;

 

"unregistered company" where used in Chapters 20 - 27 of Part B of this Act, includes any partnership, association or company with the following exceptions —

 

(a) a company and any existing company registered under this Act; and

 

(b) a partnership, association or company which consists of less than eight members and is not a foreign partnership, association or company;

 

"unsecured creditors" means any creditor who is not a secured creditor;

(2) The Registration of a business name under this Act shall not be construed as authorising the use of that name if, apart from such registration, the use could be prohibited.

 

(3) References in this Act to bodies corporate or to corporations exclude corporations sole; but unless the context otherwise requires, they shall include references to companies incorporated outside Nigeria.

 

Interpretation.

869. (1) Subject to the provisions of this section, the Companies and Allied Matters Act, 1990, the Companies and Allied Matters (Amendment) Act 1990, the Companies and Allied Matters (Amendment) Act, 1991, the Companies and Allied Matters (Amendment) Act, 1992 and the Companies and Allied Matters (Amendment) Act, 1998 are, on the commencement of this Act, are repealed.

 

(2) Nothing in this Act shall affect any order, rule, regulation, appointment, conveyance, mortgage, deed or agreement, made, resolution passed, direction given, proceeding taken, instrument issued or thing done under the enactment hereby repealed; but any such order, rule, regulation, appointment, conveyance, mortgage, deed, agreement, resolution, direction, proceeding, instrument or thing if in force immediately before the commencement of this Act shall, on the commencement of this Act, continue in force, and so far as it could have been made, passed, given, taken, issued or done under this Act shall have effect as if so made, passed, given, taken, issued or done.

 

(3) Nothing in this Act shall be construed so as to prohibit the continuation of an inspection by inspectors appointed under any enactment repealed, begun before the commencement of this Act, and section 358 of this Act shall apply to a report of inspectors appointed under any enactment repealed as it applies to a report of inspectors appointed under section 357 of this Act.

 

(4) A register kept under the enactment repealed shall be deemed to be kept under the corresponding provisions of this Act.

 

(5) Funds and accounts constituted under this Act shall be deemed to be in continuation of the corresponding funds and accounts constituted under the enactment repealed.

 

(6) Nothing in this Act shall affect the incorporation of any company registered under any enactment repealed.

 

(7) Any individual, firm or company who immediately before the coming into operation of this Act was registered as a business name under the enactment repealed, shall be deemed to be registered under and in accordance with the repealed Act.

Repeal and savings.

 

870. This Act may be cited as the Companies and Allied Matters Act, 2019.

 

 

 

Citation.