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Company Proceedings and Investment Dispute Resolution

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Company Proceedings and Insolvency

- Part I - Company Proceedings and Investment Disputes Resolution -

Company Proceedings

Applicable Laws / Rules

  1. Companies and Allied Matters Act, 2020 (CAMA);
  2. Companies Proceedings Rules, 1992 (CPR);
  3. Investment and Securities Act, 2007 (ISA);
  4. Company Winding Up Rules, 2001;
  5. Constitution of the Federal Republic of Nigeria, 1999 (CFRN as amended);
  6. Federal High Court Act;
  7. Arbitration and Conciliation Act (ACA);
  8. Federal High Court Civil Procedure Rules, 2019 (FHCCPR);
  9. Investment and Securities Tribunal Procedure Rules;
  10. Securities and Exchange Commission Rules, 2013.

Jurisdiction

The Federal High Court (FHC) has exclusive jurisdiction for civil matters under CAMA.

S251(1)(e) CFRN: notwithstanding anything to the contrary, the FHC shall have and exercise jurisdiction to the exclusion of any other court in civil causes and matters arising from the operation of CAMA or any other enactment replacing the Act or regulating the operation of companies incorporated under CAMA.

S251(3) CFRN: the jurisdiction on criminal matters is not exclusive.

Supporting Authorities

  • Rules 21 and 19 Companies Proceedings Rules;
  • Nahtex International Ltd v Habib (Nig) Bank Ltd;
  • Inland Bank (Nigeria) Plc v Ruhanti (Nigeria) Enterprises Ltd & Ors.

Modes of Application / Commencing Actions – RR 2(1) and 19 CPR

  1. Originating summons;
  2. Originating motion;
  3. Petition;
  4. Writ of summons.

Companies Proceedings Rules 1992

  • Used for all proceedings under Part B of CAMA 2020 – R21(1) CPR.
  • Where there is no provision in the CPR, the FHCCPR 2019 will apply - Rule 19.
  • Criminal offences arising from corporate infractions are tried by courts of competent jurisdiction in the place where the offence is alleged to have been committed - not necessarily the FHC – S734(1) CAMA, S251(3) CFRN.

Titling of Company Proceedings – R1(1) CPR

Every originating summons, notice of originating motion and petition, together with all affidavits, notices and other documents, shall be entitled:

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