SECTIONS ,CASES AND PRINCIPLES IN CORPORATE LAW

	SECTIONS	CASES	PRINCIPLES
1	Section 251 CFRN 1999		Original jurisdiction in Civil Matters arising from operation of CAMA vested in the Federal High Court.
2	Section 1 CAMA		Establishment of the Corporate Affairs Commission
3	Section 2 CAMA		Composition of CAC: Ten members
4	Section 7 CAMA		Functions of CAC
5	Section 8 CAMA		Appointment of Registrar General CAC: 10 years post call and 8 years experience in company law practice
6	Section 18 CAMA		Two or more persons may join in the formation of a company
7	Section 19 CAMA		Membership of Partnerships shall not exceed twenty except for Partnership of Lawyers and Accountants.
8	Section 20 CAMA		Capacity to form a Company: Limitation on 18 years, unsound mind, bankrupt, disqualification under Section 254 CAMA.
9	Section 21 CAMA		Any of the three types of Companies: Companies Limited by Share, Company Limited by Guarantee and Unlimited Company can be a Public or Private Company
10	Section 22 CAMA		Private Company: Stated in its memorandum to be a Private Company, Restriction on transfer of shares, membership not exceeding 50, share capital not less than N10,000
11	Section 24 CAMA		A Company other than a Private Company is a Public Company.
12	Section 26 CAMA		Company Limited by Guarantee: Formed to promote commerce, ate, science sports, culture, education, research etc. income and property to be applied solely towards the promotion of the objects. Has no share capital. Requires the authorization of the AGF for registration of memorandum. Total liability not less than N10,000.
13	Section 27 CAMA		Contents of memorandum of association: name clause, registered office clause, status clause, liability clause, share capital clause etc. Memo to be signed by each subscriber and stamped as a deed.
14	Section 29 CAMA		Name of Companies: Ltd, Plc, Ltd/Gte, Unltd.
15	Section 30 CAMA	Amasike v Registrar General CAC CAC v Ayedun Niger Chemists v Nigeria Chemists	Prohibited and restricted names. CAC empowered to refuse registration of certain names.
16	Section 31 CAMA		Change of name of a Company. CAC empowered to compel Companies inadvertently registered with prohibited or restricted names to change their names within six months of registration and such company to change its name within six weeks of the direction.
17	Section 32 CAMA		Reservation of name pending registration or change of name for sixty days.
18	Section 33 & 34 CAMA		Contents of articles of association
19	Section 35 CAMA		Documents of incorporation: memo and articles of association, notice of registered address, statement of particulars of first directors, statement of authorized share capital and statutory declaration.
20	Section 36 CAMA		The CAC shall register the MEMOART of a Company unless they do not comply with the Act, the business is illegal, any of the subscribers is disqualified, the proposed name conflicts with an existing trade mark or business name.
21	Section 37 CAMA		Effect of incorporation: the subscribers become a body corporate capable of exercising all the powers and functions of an incorporated body.
22	Section 45 CAMA		Alteration of memorandum
23	Section 46 CAMA		Mode of alteration of business or object clause
24	Section 48 CAMA		Alteration of Articles of Association
25	Section 50 CAMA		Conversion and re-registration of private companies to public companies: special resolution, MEMOART duly altered, application to CAC signed by Director and Secretary, statutory declaration etc. Previously re-registered company prohibited from re-registration.
26	Section 51 CAMA		Conversion and re-registration of limited companies to unlimited companies: assent of all members, MEMOART duly altered, application to CAC signed by Director and Secretary, statutory declaration etc. Previously re-registered company prohibited from re-registration.
27	Section 52 CAMA		Conversion and re-registration of unlimited companies to private limited companies: special resolution, MEMOART duly altered, application to CAC, statutory declaration etc.
28	Section 53 CAMA		Conversion and re-registration of public companies to private companies special resolution, MEMOART duly altered, application to CAC signed by Director and Secretary, statutory declaration etc. 28 days waiting period for objection by 5% of members/shareholders.
29	Section 54 CAMA		Every foreign company intending to carry business in Nigeria must first incorporate as a separate entity in Nigeria before carrying on such business.
30	Section 56 CAMA		Certain companies may be exempted from registration under Section 54 CAMA on application to the Federal Executive Council through the Secretary to the Government of the Federation.
31	Section 61 CAMA	Garba v Sheba International Ltd Twycross v Grant Erlanger v New Sombrero Adeniyi v Star Cola	A promoter is one who undertakes to form a company with reference to a given project and set it going by taking necessary steps to accomplish that purpose. Professionals e.g. Solicitors engaged to procure registration of Company not a promoter.
32	Section 72 CAMA	Kelner v Baxter Newborne v Sensolid Ltd Societe Generale Bank v Societe Generale Fa‘vouriser	Legal effect of pre-incorporation contract entered into by Promoter. Company can now ratify such contracts and become bound by such and entitled to the benefits thereof. Before such ratification, the promoter is liable personally.
33		Edokpolor v Seme Edo Electrical Wires Industries Ltd NIB Investments (West Africa) v Omisore	The object clauses are no more than a mere list of objects that a Company may lawfully carry out, they are certainly not objects the company must execute. The inclusion of the terms of the pre-incorporation contract is an indication of strong desire that the proposed company should execute the terms of the agreement so included.
34	Section 74 CAMA		A company shall have a common seal the use of which of shall be regulated by the articles of association.
35	Section 75 CAMA		A company which transacts business in foreign countries may have an official seal.
36	Section 20(4) CAMA		Subject to the provisions of other enactments, an alien may join in the formation of a Company in Nigeria.
37	Section 17 NIPC Act		A non-Nigeria may invest or participate in the operation of any enterprise in Nigeria.
38	Section 20 NIPC Act		Any enterprise in which foreign participation is permitted shall apply to the NIPC for registration before commencing business.
39	Section 13 ISA 2009		SEC empowered to keep a register of foreign portfolio investments in Nigeria.
40	Section 25 NIPC Act		No enterprise shall be nationalized or expropriated, no person who owns capital in any enterprise shall be compelled by law to surrender his interest, except in national interest, no enterprise would be compulsorily acquired, and if that happens, there shall be payment of adequate compensation without undue delay, and such person shall have right of access to Court to determine adequacy of compensation payable.
41	Section 5(2) NOTAP Act		Every contract/agreement entered into by any Nigerian with a non-Nigerian involving transfer of foreign technology shall be registered with NOTAP not later than 60 days from the execution of the contract.
42	Section 8 (1) Immigration Act		No person other than a Nigerian Citizen shall on his own account or with in partnership with any other person practice a profession or take over any company with limited liability without the written consent of the Minister of Interior. No such person shall accept employment, except with the FG or State Govt. without the approval of the Chief Federal Immigration Officer.
43	Section 548 CAMA		Every Company after incorporation shall publish its name in a name plate, common seal and official correspondence.
44	Section 83 & 84 CAMA		Every Company shall keep a register of members at the registered office of the company. Name of member to be registered within 28 days of subscription or acquisition of shares. Fine of N25 and daily fine of N5 for default.
45	Section 85 CAMA		Every company having more than fifty members required to keep index of members unless the register is also an index.
46	Section 95 & 97 CAMA		Every person who acquires substantial interest (10% voting rights) in Public Company’s shares shall inform the Company within 14 days and Company to keep a register of such substantial interest holders.
47	Section 191 CAMA		Every company shall keep a register of all securities or debentures charged on a Company’s undertaking or asset.
48	Section 193 CAMA		Every company shall keep a register of the particulars of all Debenture holders within 30 days of creation and 30 days of cessation of such debenture.
49	Section 241 CAMA		Company required to keep minutes of Company general meeting, Board of Director’s meeting and Manager’s meeting.
50	Section 275 CAMA		All companies to keep a register of Directors’ shareholding and open for inspection to CAC always and 14 before and 3 days after AGM for members and debenture holders.
51	Section 292 CAMA		All companies to keep a register of names, address, nationality, date of birth and other particulars of past and present Directors and Secretary
52	Section 331		All companies required to keep accounting records showing the financial transactions of the company.
53	Section 244 CAMA		Definition of Director: a person duly appointed to direct and manage the affairs of the company.
54		Bolton Engineering Co Ltd v Graham & Sons	A Company may be likened to a human body with brain and nerve centre and the Directors and Managers are the directing mind and will of the Company.
55	Section 63 CAMA		A Company may act through its members in General Meeting or its Board of Directors or through other officers/agents appointed by the General Meeting or Board of Directors.
56	Section 64 (a) & (b) CAMA	Yalaju Amaye v AREC	The Board of Directors may exercise their powers through committees or may from to time appoint one or more of their body to the position of Managing Director and may delegate all or any of their powers to such Managing Director.
57	Section 246 CAMA		Every Company registered on or after the commencement of the Act shall have at least two Directors. Every Company whose number of Directors fall below two shall within one month of its so falling, appoint new Directors and shall not carry on business after the expiration of one month unless such new Directors are appointed.
58	Section 247 CAMA		Appointment of Directors by the subscribers to the memo or being named in the Articles.
59	Section 248 CAMA		Appointment of Directors by the Ordinary Resolution of members in general meeting.
60	Section 249 (1) CAMA		Appointment of Directors by the Board of Directors to fill casual vacancies
61	Section 41 (3) CAMA		An outsider can appoint a Director if authorized by the Memo or Articles.
62	Section 254 & 257 CAMA		Disqualification for appointment as Director: infants (persons below 18 years), unsound mind, bankrupt, conviction for fraud.
63	Section 264 CAMA		Quorum of Directors: 2 where there are not more than 6 Directors, and 1/3 where there are more than 6.
64	Section 279 & 280 CAMA	Okeowo v Migliore Regal Hastings v Gulliver	Fiduciary duties of a Director
65	Section 282 CAMA	Re City Fire Insurance Company Ltd Prudent Assurance Co Ltd v Newman Industries Ltd	Duty of skill and care of a Director
66	Section 256 CAMA		Retirement of Directors
67	Section 262 CAMA	Yalaju Amaye v AREC Longe v First Bank of Nigeria Plc	Removal of Directors
68	Section 293 CAMA		Every Company shall have a Company Secretary
69	Section 295 CAMA		Qualification for appointment as Secretary: Chartered Secretaries, Legal Practitioner, Chartered Accountant, Person with experience for 3 years and a Firm of the above.
70	Section 296 CAMA		Appointment and Removal of Secretary by Board of Directors
71	Section 298 CAMA	Barnett Hoares Co Ltd v South London Tramways Co Panorama Guilford Corporation v Fidelis Furnishing Fabrics Ltd Okeowo v Migliore Whimpey v Balogun	Duties of Company Secretary
72	Section 79 CAMA		Every subscriber to the memo of  a company shall be deemed to have agreed to become a member.
73	Section 125 CAMA	Berliet Nig Ltd v Mordi Francis	Membership by allotment of shares
74	Section 115 & 151 CAMA		Membership by transfer of shares
75	Section  155 CAMA	Metal Construction v Migliore Tikatore Press v Abina	Membership by transmission of shares on death of share holder.
76	Section 80 CAMA		Capacity to be a member of a company: infants (persons below 18 years), except where there are other qualified adults, unsound mind, undischarged bankrupt, a corporate body in liquidation.
77	Section 156 CAMA		Protection of interest of beneficiaries by service of notice and affidavit of interest.
78	Section 211 CAMA		All public companies must hold statutory meeting within 6 months of incorporation to consider the statutory report and other incorporation matters.
79	Section 408(d) CAMA		Failure to deliver statutory report may be a ground for winding up.
80	Section 212 CAMA		Failure to comply with the provisions of Section 211 renders a Company liable to conviction and a fine of N50 every day of the default.
81	Section 213 CAMA		Every Company must hold its AGM each year. Not more than 15 months should elapse btw one AGM and another. The first AGM need not be held in the first or second years of incorporation so long as it is held within 18 months of incorporation. The CAC may extend the time for subsequent AGMs for not more than 3 months.
82	Section 214 CAMA		The ordinary business to be transacted at the AGM: declaration of dividends, presentation of financial statements, Auditor’s report, Director’s Report, election of Directors to replace retiring ones, appointment and remuneration of auditors, appointment of members of audit committee. Other businesses shall be deemed special business.
83	Section 215 CAMA		The Directors may convene an EGM. The members holding not les than 1/10th of the shares or 1/10th of members may requisition an EGM. All businesses transacted at EGM shall be deemed to be special business.
84	Section 216 CAMA		All Statutory and Annual General Meetings shall be held in Nigeria.
85	Section 217 CAMA		All general meetings require 21 days notice. A shorter notice may be given if agreed to by all members, in the case of an AGM and 95% in the case of other meetings.
86	Section 218 CAMA		Each notice shall state the place, date and time of meeting, terms of special resolution shall be set out. No business shall be transacted at any general meeting unless notice of it has been duly given but it shall be deemed sufficient, in an AGM the purpose of which is to transact ordinary business, to specify so.
87	Section 219 CAMA		Those entitled to notice of meeting: every member, every person on whom shares devolve by reasoning of being a legal representative, receiver or trustee in bankruptcy, every director, auditor and secretary. No other person shall be entitled to receive notice.
88	Section 220 CAMA		Service of notice shall be personal or by post. If the notice is properly addressed, pre-paid and posted, it shall be deemed to have been received after 7 days of posting.
89	Section  222 CAMA		A public company is also required to publish notice of meeting in at least two national dailies.
90	Section  223 CAMA		The Court has powers to call meeting
91	Section  224 & 225 CAMA		The resolutions of a company shall be by votes of members which may be by show of hand or by poll. The right to demand a poll shall not be taken away except in the case of election of Chairman or adjournment. There shall be no right to demand a poll in the election of members of the audit committee.
92	Section 230 CAMA		A person is entitled to be represented by proxy at a meeting who has the same right to speak and vote at the meeting as a member who appointed him.
93	Section 232 CAMA		Unless otherwise provided by the Articles, the quorum of a general meeting shall be 1/3rd of members or 25 whichever is less. Where the number if members is 6 or less, the quorum shall be 2. Where the quorum is reduced due to members withdrawing, the Chairman may continue the meeting or adjourn the meeting to a week’s time at the same place and time depending on whether he considered the reason for withdrawal as sufficient.
94	Section 233 CAMA		A resolution may be ordinary resolution (simple majority) or special resolution (3/4th majority) of members present and voting.
95	Section 234 CAMA		All resolutions shall be passed at general meetings but private companies may have a written resolution  signed by all members, although not passed at a general meeting.
96	Section 235 CAMA		Right of members holding not less than 1/20th of the voting right of members to requisition their proposed resolution by circulating to all members.
97	Section 236 CAMA		Notice of intention to move special notice shall be served on the Company at least 28days to the meeting and the company shall served it on members 21 days before the meeting.
98	Section 237 CAMA		Printed copies of certain resolutions shall be sent to the CAC within 15 days for registration.
99	Section 241 & 242 CAMA		Every company must cause minutes of its proceedings to be kept at the registered office in the form stipulated by Section 550 CAMA: bound books, loose leaves, photographic film form or any information storage device.
100	Section 299 CAMA	Foss v Harbottle Pavlides v Jensen Yalaju Amaye v AREC Tikatore Press v Abina	Where a wrong is done to a company and where an irregularity has been committed in the course of a company’s affairs, the company is the right person to bring an action to remedy the wrong or to ratify the irregularity.
101	Section 300 CAMA	Parke v Daily Times Edwards v Halliwell Pender v Lushington Cook v Deeks Daniels v Daniels	Exceptions to the rule in Foss v Harbottle Members Direct Action Section 300 (a) Illegal or Ultra Vires act Section 300 (b) Irregular procedure Section 300 (c) infringement of personal rights Section 300 (d)fraud on minority Section 300 (e) where company meeting cannot be called in time Section 300 (f) where the directors are likely to derive a profit
102	Section 303 – 308 CAMA		Derivative action
103	Section 310 & 311 CAMA	Omololu-Mulele v Ijale Properties Co Ltd	Reliefs on the grounds of unfairly prejudicial and oppressive conduct
104	Section 314 CAMA		The CAC may appoint one or more persons to investigate the affairs of a company on the application of members holding up to one-quarter of the shares or one-quarter in  number of members or on the application of the company.
105	Section 408 (e) CAMA		Winding up on grounds of fair and equitable rule
106	Section 334 CAMA		The Directors of  Company have a duty to prepare financial statements for each year.
107	Section 354 CAMA		Publication of full financial statements by laying same before the Company general meeting.
108	Section 355 CAMA		Companies entitled in certain instances to publish abridged financial statements.
109	Section 345 CAMA		The Directors must at a date not later than 18 months after incorporation and subsequently at least once every year lay before the general meeting the financial statements made up to a date not exceeding 9 months previous to the meeting.
110	Section 344 CAMA		The persons entitled to financial statements: every member, every debenture holder, and other persons being so entitled.
111	Section 357 CAMA	Avop Plc v AG Enugu State.	Every Company is required to appoint an auditor or auditors at each annual general meeting to audit the financial statements of the company and to hold office from the conclusion of that meeting until the conclusion of the next annual general meeting.
112	Section 357(5) CAMA		The Directors have the power to appoint the first Auditors. But where the Directors fail to exercise that power, the general meeting may appoint a person to fill the vacancy.
113	Section 360 CAMA		Duties and powers of the Auditors to ascertain whether the proper accounting records of the company have been kept and make a report to the members.
114	Section 368 CAMA	Re City Fire Insurance Co Ltd	Liability of the Auditor for negligent acts which result in loss or damage or the Company except fraud committed in a well laid out scheme.
115	Section 362 CAMA		A company may by ordinary resolution remove an Auditor before the expiration of his term of office. But special notice is required.
116	Section 359 (3) & (4) CAMA		Public Companies need to appoint an Audit Committee to examine the Auditors’ report and make recommendations to the General Meeting. Audit Committee shall comprise of an equal number of Directors and Representatives of Shareholders, subject to a maximum of 6 members.
117	Section 370 CAMA		Every Company is required to make and deliver to the CAC annual returns in the prescribed form.
118	Section 374 CAMA		Annual returns are to be completed within 42 days after the AGM and the Company shall forthwith forward to the CAC a copy signed by a Director and Secretary.
119	Section 371 CAMA		Contents of an annual return.
120	Section 378 CAMA		Punishment for non compliance with the requirements for filing annual returns. N1,000 for public companies and N100 for small companies.
121	Section 525 CAMA		Power of the CAC to strike out the name of a Company from the Register it has cause to believe that the Company is not carrying on business or is not in operation.
122	Section 567 CAMA	Borland’s Trustees v Steel Brothers & Co	Definition of shares
123	Section 115 CAMA	Okoya v Santili	A share is a chose in action and is a personal property transferable as provided in the Articles.
124	Section 116 CAMA		Prohibition on weighted and non voting shares except as permitted by the Act.
125	Section 117 & 118 CAMA		It is permissible to create classes of shares.
126	Section 119 CAMA		Deferred or founders shares.
127	Section 114 CAMA	Kotoye v Saraki	Rights and obligations of shareholders.
128	Section 27(2)(b) CAMA		The subscribers to the shares of a company must subscribe to at least 25% of the shares.
129	Section 124 CAMA		Allotment of shares.
130	Section 125 CAMA		Method of application for allotment of shares.
131	Section 151 CAMA		Transfer of shares.
132	Section 155 CAMA		Transmission of shares
133	Section 146 CAMA		Every company must within  2 months of allotment and within 3 months after lodging of transfer, complete and deliver share certificates to the entitled shareholders.
134	Section 166 CAMA	General Auction Estate Co v Smith.	The power of Companies to issue debentures.
135	Section 167 CAMA		A debenture or debenture stock certificate must be delivered to the registered holder within 60 days allotment or registration of the transfer.
136	Section 171 CAMA		Perpetual debentures
137	Section 172 CAMA		Convertible debentures
138	Section 173 CAMA		Secured or naked debentures
139	Section 174 CAMA		Redeemable debentures
140	Section 44 ISA		If debentures are to be issued to the public, then a prospectus must be issued.
141	Section 183 & 198 CAMA		Debentures may be by a simple debenture or by debenture stock under a trust deed.
142	Section 178 CAMA		Debentures may be secured by a fixed or floating charge
143	Section 197 CAMA	Capital Finance Co Ltd v Stokes	A company upon creating a charge on any of its properties must within 90 days of creation deliver to the CAC particulars of the charge for registration. The effect of non registration renders it void against the liquidator or any creditor of the company, but the obligation to pay the debt is not thereby discharged.
144	Section 198 CAMA		When a charge is registered, the CAC issues a certificate of registration which must be endorsed by the company.
145	Section 209 CAMA		Remedies of debenture holders
146	Section 205 CAMA		Rectification of register and extension of time for registration by application to the FHC.
147	Section 204 CAMA		Satisfaction of charge by filing a memorandum of satisfaction.
148	Section 206 CAMA		Registration of appointment of receiver or manager within 7 days of appointment.
149	Section 315 CAMA		Definition of securities: shares, debentures, bonds etc.
150	Section 67 ISA		Only a public company or a statutory body or bank shall make any invitation to the public for subscription of securities. Punishment for breach is N500,000 and N100,000 for Company or Officer respectively in default.
151	Section 54 ISA		All securities and collective investment schemes to be offered to the public must be approved and registered with the SEC and the provisions of the ISA and SEC Rules must be complied with.
152	Section 71 ISA		Contents of prospectus.
153	Section 79(3) ISA		Prospectus shall not contain any untrue statements.
154	Section 85 ISA		All persons who subscribe for securities are entitled to compensation for any loss or damage suffered as a result of any untrue statement included in a prospectus.
155	Section 86 ISA		Any Director or officer that authorized the issue of prospectus is guilty of an offence and liable to a fine of not less than N1,000,000 or imprisonment or both.
156	Section 153 & 315 ISA		Collective Investment Scheme
157	Section 154 ISA		Real Estate Investment Trust
158	Section 154 (2) ISA & Rule 4 SEC Rules 2010		Other types of collective investment schemes may be established e.g. Investment Trust Scheme or Community Savings Scheme.
159	Section 152 ISA		Unit Trust Scheme
160	Section 160 ISA		Conditions for the authorization of a Unit Trust Scheme: must be registered, both portfolio manager and trustee must be registered companies with the prescribed minimum share capital; the name must not be undesirable; there must be independence between the portfolio manager and trustee.