Companies and Allied Matters Act, 2020

COMPANIES AND ALLIED MATTERS ACT, 2020

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, 2020 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

PART A - CORPORATE AFFAIRS COMMISSION

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

or immovable, for the purpose of performing its functions.

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.

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

by three month notice under his hand and addressed to the Minister;

_{4. The Board shall-}

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.

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

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.

or decision of the Board with regard to the subject matter in respect of which his interest is disclosed; and

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

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

10. The Commission may appoint such other staff as it may deem necessary for the ^{Appointment of Staff.}

efficient performance of the functions of the Commission under this Act.

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.

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.

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

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

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.

16. The Commission shall, not later than 30^th 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.

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 i s served upon the Commission by the intending plaintiff or his agent.

CHAPTER 1: FORMATION OF COMPANY

18. (1) As from the commencement of this Act, any two or more persons may form and incorporate a company by complying with the requirements of this Act in respect of registration of the company.

19. (1) No association, or partnership consisting of more than 20 persons shall be formed for the purpose of carrying on any business for profit or gain by the association, or partnership, or by the individual members thereof, unless it is registered as a company under this Act, or is formed in pursuance of some other enactments in force in Nigeria.

20. (1) Subject to subsection (2), an individual shall not join in the formation of a company under this Act if he is -

Nigeria or elsewhere;

21. (1) An incorporated company may be a company-

22. (1) Private company is one which is stated in its memorandum of association to be a ^{Private Company.}

private company.

23. (1) Subject to subsection (2), where default is made in complying with any of the provisions of section 22 of this Act in respect of a private company, the company shall cease to be entitled to the privileges and exemptions conferred on private companies by or under this Act and this Act shall apply to the company as if it were not a private company.

24. Any company other than a private company shall be a public company and its memorandum of association shall state that it is a public company.

25. An unlimited company shall be registered with a share capital not below the minimum issued share capital permitted under section 27 (2) (a) of this Act.

26. (1) Where a company is to be formed for the promotion of commerce, art, science, religion, sports, culture, education, research, charity or other similar objects, and the income and property of the company are to be applied solely towards the promotion of its objects and no portion thereof is to be paid or transferred directly or indirectly to the members of the company except as permitted by this Act, the company shall not be registered as a company limited by shares, but may be registered as a company limited by guarantee.

MEMORANDUM OF ASSOCIATION

27. (1) The memorandum of association of every company shall state -

company is authorised to carry on, or, if the company is not formed for the purpose of carrying on business, the nature of the object or objects for which it is established;

NAME OF COMPANY

28. Subject to the provisions of section 27 of this Act, the form of memorandum of association of-

29. (1) The name of a private company limited by shares shall end with the word, "Limited".

30. (1) If a company, through inadvertence or otherwise, on its first registration or on its registration by a new name, is registered under a name identical with that by which a company in existence is previously registered, or nearly resembling it to be likely to deceive, the first-mentioned company may, with the approval of the Commission, change its name, and if the Commission directs, the company concerned shall change its name within six weeks from the date of the direction or such longer period as the Commission may allow.

31. (1) The Commission may, upon receipt of an application delivered to it in hard copy or through electronic communication and on payment of the prescribed fees, reserve a name pending registration of a company or change of name by a company upon confirmation of the availability of such name.

32. (1) A company shall have articles of association prescribing regulations for the company.

33. (1) The Minister may by regulations prescribe model articles of association for companies.

34. (1) On the formation of a limited company if articles are -

35. (1) Unless a company's articles specifically restrict the objects of the company, its objects are unrestricted.

REGISTRATION OF COMPANIES

36. (1) The memorandum of association shall be delivered to the Commission together with an application for registration of the company, the documents required by this section and a statement of compliance.

different from the registered office address;

statement of guarantee;

37. (1) The statement of initial issued share capital and initial shareholdings required to be delivered in the case of a company that has a share capital shall state-

38. (1) The statement of guarantee required to be delivered in the case of a company that is limited by guarantee shall -

39. (1) The statement of the company's proposed directors required to be delivered to the Commission shall contain the required particulars of-

40. (1) The statement of compliance required to be delivered to the Commission is a statement by the applicant or his agent that the requirements of this Act as to registration have been complied with.

41. (1) The Commission shall register the Memorandum and Articles unless in its opinion-

42. As from the date of incorporation mentioned in the certificate of incorporation, the ^{Effect of Registration. subscriber of the memorandum together with such other persons as may become}

members of the company, shall be a body corporate by the name contained in the memorandum, capable of exercising all the powers and performing all functions of an incorporated company including the power to hold land, and having perpetual succession, but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is mentioned in this Act.

CAPACITY AND POWERS OF COMPANIES

43. (1) Except to the extent that the company's memorandum or any enactment otherwise provides, every company shall, for the furtherance of its business or objects, have all the powers of a natural person of full capacity.

44. (1) A company shall not, carry on any business expressly prohibited by its memorandum and shall not exceed the powers conferred upon it by its memorandum or this Act.

45. (1) Where there is provision in the memorandum of association of a company restricting the powers and capacity of the company to carry on its authorised business or object, the restriction may be relied on and have effect only for the purpose of proceedings -

46. (1) Subject to the provisions of this Act, the memorandum and articles, when registered, shall have the effect of a deed between the company and its members and officers and between the members and officers themselves whereby they agree to observe and perform the provisions of the memorandum and articles, as altered in so far as they relate to the company, its members, or officers.

47. (1) A company shall, on being so required by any member, send to him a copy of the memorandum and articles, and a copy of any enactment which alters the memorandum, subject to payment, in the case of a copy of the memorandum and of the articles, of the cost of producing the said documents (such cost not to exceed N500 or such other amount that the Commission may prescribe) or such lesser sum as the company may prescribe and, in the case of a copy of an enactment, of such sum not exceeding the published price thereof as the company may require.

48. (1) Where an alteration is made in the memorandum of a company, every copy of the memorandum issued after the date of the alteration shall be in accordance with the alteration.

49. (1) A company may not alter the conditions contained in its memorandum except in the cases and in the manner and to the extent for which express provision is made in this Act.

50. (1) The name of the company shall not be altered except with the consent of the Commission in accordance with section 30.

51. (1) Where a company has stated its business or objects in its memorandum, such a company may, at a meeting of which notice in writing has been duly given to all members (whether or not they are entitled to), by special resolution alter the provisions of its memorandum with respect to the business or objects of the company:

Provided that if an application is made to the Court in accordance with this section for the alteration to be cancelled, it shall not have effect except in so far as it is confirmed by the Court.

Provided that any such application shall not be made by any person who has consented to or voted in favour of the alteration.

52. (1) Subject to the provisions of section 49 and of this section and of any part of Part B (which preserves the rights of minorities in certain cases) any provision in a company's memorandum, which might lawfully have been in articles of association instead of in the memorandum, may be altered by the company by special resolution, but if an application is made to the court for the alteration to be cancelled, the alteration does not have effect except in so far as it is confirmed by the Court.

53. (1) Subject to the provisions of this Act and to the conditions or other provisions contained in its memorandum, a company may, by special resolution, alter or add to its articles, including deletion or modification of the provisions stated in section 27 (1) (a) - (d).

54. Except to the extent to which a member of a company agrees in writing at any time to be bound thereby, and anything to the contrary in the memorandum or articles notwithstanding, the member shall not be bound by any alteration made in the memorandum or articles of the company requiring him on or after the date of the alteration to-

CHAPTER 2 - RE-REGISTRATION OF COMPANIES

55. A company may by re-registration under this Part alter its status from -

56. (1) A private company (whether limited or unlimited) may be re-registered as a public company limited by shares if-

57. (1) The following requirements shall be met at the time the special resolution is passed that the company should be re-registered as a public company-

58. (1) A company applying to re-register as a public company shall obtain-

59. (1) This section applies where the shares are allotted -

60. (1) An application for re-registration as a public company shall contain-

61. (1) The statement of the company's proposed secretary shall contain the required particulars of the person or persons who is or are to be the secretary or joint secretaries of the company.

62. (1) If, on an application for re-registration as a public company, the Commission is satisfied that the company is entitled to be re-registered, the company shall be re-registered accordingly.

63. (1) A public company may be re-registered as a private limited company if-

64. (1) Where a special resolution by a public company to be re-registered as a private limited company has been passed, an application to the Court for the cancellation of the resolution may be made-

65. (1) On making an application to the Court to cancel the resolution, the applicants, or the person making the application on their behalf, shall immediately give notice to the Commission, without prejudice to any provision of rules of court as to service of notice of the application.

66. (1) An application for re-registration as a private limited company shall contain a statement of the company's proposed name on re-registration.

67. (1) If, on an application for re-registration as a private limited company, the Commission is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.

68. (1) A private limited company may be re-registered as an unlimited company if-

69. (1) An application for re-registration as an unlimited company shall contain a statement of the company's proposed name on re-registration.

70. (1) If, on an application for re-registration of a private limited company as an unlimited company the Commission is satisfied that the company, is entitled to be so re-registered, the company shall be re-registered accordingly.

71. (1) An unlimited company may be re-registered as a private limited company if-

72. (1) An application for re-registration as a limited company shall contain a statement of the company's proposed name on re-registration.

73. (1) If, on an application for re-registration of an unlimited company as a limited company, the Commission is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.

74. (1) A company which on re-registration under section 71 has already allotted its share capital, shall within 15 days after the re-registration deliver a statement of the share capital to the Commission.

75. (1) A public company limited by shares may be re-registered as an unlimited company with a share capital if-

76. (1) An application for re-registration of a public company as an unlimited company shall contain a statement of the company's proposed name on re- registration.

77. (1) If, on an application for re-registration of a public company as an unlimited company, the Commission is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.

CHAPTER 3 - FOREIGN COMPANIES

78. (1) Subject to sections 80 - 83 of this Act, every foreign company 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 obtain incorporation as a separate entity in Nigeria for that purpose, but until so incorporated, the foreign company shall not carry on business in Nigeria or exercise any of the powers of a registered company 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.

79. If any foreign company fails to comply with the requirements of section 80 of this Act, Commission shall specify by regulation, and every officer or agent of the company who authorises or permits the default or failure to comply is, whether or not the company is also convicted of any offence, liable on conviction to such penalty as the Commission shall specify by regulation, and where the offence is a continuing one, the company and every officer or agent of the company are liable to a further penalty as the Commission shall specify by regulation for every day during which the default continues.

80. (1) A foreign company may apply to the Minister for exemption from the provisions of section 78 of this Act if that foreign company belongs to one of the following categories, that is-

81. (1) Every exempted foreign company shall deliver to the Commission, in every calendar year, a report in the form prescribed by the Commission.

82. Subject to this Act and save as may be stated in the instrument of exemption, a foreign company exempted pursuant to this Act shall have the status of an unregistered company and accordingly, the provisions of this Act applicable to an unregistered company shall apply in relation to such an exempted company as they apply in relation to an unregistered company under this Act.

83. (1) A person who, for the purpose of obtaining an exemption or of complying with any of the provisions of section 80 of this Act, makes any statement or presents any instrument which is false commits an offence unless he proves that he has taken all reasonable steps to ascertain the truth of the statement made or contained in the instrument so presented.

84. Except as provided under sections 80, 81 and 82 of this Act -

CHAPTER 4 - PROMOTERS

85. Any person who undertakes to take part in forming a company with reference to a given project and set it going and who takes the necessary steps to accomplish that purpose, or who, with regard to a proposed or newly formed company, undertakes a part in raising capital for it, is deemed a promoter of the company:

Provided that a person acting in a professional capacity for persons engaged in procuring the formation of the company shall not be deemed to be a promoter.

86. (1) A promoter stands in a fiduciary relationship to the company and shall observe utmost good faith towards the company in any transaction with it or on its behalf and shall compensate the company for any loss suffered by reason of his failure to do so.

CHAPTER 5 - ACTS BY OR ON BEHALF OF THE COMPANY IN EXERCISE OF COMPANY'S POWERS

87. (1) A company shall act through its members in general meeting or its board of directors or through officers or agents appointed by, or under authority derived from, the members in general meeting or the board of directors.

regarding action to be taken by the board.

88. Unless otherwise provided in this Act or in the articles, the board of directors may-

LIABILITY FOR ACTS OF THE COMPANY

89. Any act of the members in general meeting, the board of directors, or a managing director while carrying on in the usual way the business of the company, shall be treated as the act of the company itself and the company is criminally and civilly liable to the same extent as if it were a natural person:

Provided that-

90. (1) Except as provided in section 89 of this Act, the acts of any officer or agent of a company shall not be deemed to be acts of the company, unless-

91. (1) Any provision, whether contained in the articles of the company or in any contract with a company or otherwise, for exempting any officer of the company or any person employed by the company as auditor from, or indemnifying him against any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, or breach of trust of which he may be guilty in relation to the company, is void.

92. Except as mentioned in section 223 of this Act, regarding particulars in the register of particulars of charges, a person is not deemed to have knowledge of the contents of the memorandum and articles of a company or of any other particulars, documents, or the contents of documents merely because such particulars or documents are registered by the Commission or referred to in the particulars or documents so registered, or are available for inspection at an office of the company.

93. A person dealing with a company or with someone deriving title under the company, is entitled to make the following assumptions and the company and those deriving title under it shall be estopped from denying their truth that-

Provided that a person shall not be entitled to -

94. Where, in accordance with sections 89 - 93 of this Act, a company would be liable to a third party for the acts of any officer or agent, the company shall, except where there is collusion between the officer or agent and the third party, be liable notwithstanding that the officer or agent has acted fraudulently or forged a document purporting to be sealed by or signed on behalf of the company.

COMPANY'S CONTRACTS

95. (1) Contracts on behalf of a company may be made, varied or discharged as follows- Form of Contract.

96. (1) Any contract or other transaction purporting to be entered into by the company or by any person on behalf of the company prior to its formation may be ratified by the company after its formation and thereupon the company shall become bound by and entitled to the benefit thereof as if it has been in existence at the date of such contract or other transaction and had been a party thereto.

97. (1) A bill of exchange or promissory note is deemed to have been made, accepted, or endorsed on behalf of a company if made, or expressed to be made, accepted, or endorsed in the name of the company, or if expressed to be made, accepted or endorsed on behalf or on account of the company by a person acting under its authority.

98. A company may have a common seal but need not have one, and where a company has a common seal, the design and use of that seal shall be regulated by the company's articles and it shall have its name engraved in legible characters on the seal.

AUTHENTICATION AND SERVICE OF DOCUMENTS

101. A document or proceeding requiring authentication by a company may be signed by a director, secretary, or other authorised officer of the company, and need not be signed as a deed unless otherwise so required in this Part and that an electronic signature is deemed to satisfy the requirement for signing under this section.

102. (1) A document is validly executed by a company as a deed for the purposes of this Act, if it is duly executed by the company and it is delivered as a deed.

103. Where any written law or rule of law requires any document to be under or executed under the common seal of a company, or provides for consequences for not sealing, the document is deemed to have satisfied the provisions of that written law or rule of law if the document is signed in the manner set out in sections 101 and 102.

104. A court process shall be served on a company in the manner provided by the rules of court and any other document may be served on a company by leaving it at, or sending it by post to, the registered office or head office of the company.

CHAPTER 6 - MEMBERSHIP OF THE COMPANY

105. (1) A subscriber of the memorandum of a company shall be deemed to have agreed to become a member of the company, and on its registration shall be entered as the member in its register of members.

106. (1) As from the commencement of this Act, an individual is not capable of becoming a member of a company if he is -

107. Every member shall, notwithstanding any provision in the articles, have a right to attend any general meeting of the company and to speak and vote on any resolution before the meeting:

Provided that the articles may provide that a member shall not be entitled to attend and vote unless all calls or other sums payable by him in respect of shares in the company have been paid.

108. If a person falsely and deceitfully impersonates any member of a company and thereby obtains or endeavours to obtain any benefit due to any such member, he commits an offence and is liable on conviction to -

109. (1) Every company shall keep a register of its members and enter in the register the-

110. (1) The register of members shall be kept at the registered office of the company, ^{Location of Register. except if the -}

111. (1) Every company having more than 50 members shall, unless the register of members is in such a form as to constitute in itself an index, keep an index of the names of the members of the company.

112. (1) Except when the register of members is closed under the provisions of this Act, the register and the index of members' names shall be open during business hours (subject to such reasonable restrictions as the company in general meeting may impose, that not less than two hours in each day shall be allowed for inspection) to the inspection of any member of the company without charge.

Provided that the Commission may require such copy without any restriction or charge.

113. Where, by virtue of section 110 (1) (b), the register of members is kept at the office of some person other than the company, and by reason of any default of that person, the company fails to comply with subsections 112 (1) or (2), or with any requirements of this Act as to the production of the register, that other person is liable to the same penalties as if the person were an officer of the company who was in default, and the power of the Court under section 112 (4) shall extend to the making of orders against that other person and his officers and servants.

114. A company may, on giving notice by advertisement in a daily newspaper circulating register of members or any part of it for any time or times not exceeding, on the whole, 30 days in each year.

115. (1) If-

116. The register of members shall be prima facie evidence of matters which are by this Act directed or authorised to be inserted in the register.

117. (1) Prior to the winding up of a company, a member of a company with shares is liable to contribute the balance, if any, of the amount payable in respect of the shares held by him in accordance with the terms of the agreement under which the shares were issued or in accordance with a call validly made by the company pursuant to its articles.

118. If a public company or a company limited by guarantee carries on business or its objects, without having at least two members and does so for more than six months, every director or officer of the company, during the time that it so carries on business with only one or no member, is liable jointly and severally with the company for the debts of the company contracted during that period.

DISCLOSURE OF PERSONS WITH SIGNIFICANT CONTROL

119. (1) Notwithstanding the provisions of section 120, every person with significant control over a company shall, within seven days of becoming such a person, indicate to the company in writing the particulars of such control.

120. (1) A person who is a substantial shareholder in a public company shall give notice in writing to the company stating his name, address and full particulars of the shares held by him or his nominee (naming the nominee) by virtue of which he is a substantial shareholder.

121. (1) A person who ceases to be a substantial shareholder in a public company shall give notice in writing to the company stating his name and the date on which he ceased to be a substantial shareholder and give full particulars of the circumstances by reason of which he ceased to be substantial shareholder.

122. (1) A public company shall keep a register in which it shall enter-

123. The matter relating to beneficial interests in shares required by section 120 shall be entered in a different part of the register of interests which shall be so made up that the entries inscribed in it appear in chronological order.

CHAPTER 7 - SHARE CAPITAL

124. (1) Where, after the commencement of this Act, a memorandum delivered to the Commission under section 36 states that the association to be registered is to be registered with shares, the amount of the share capital stated in the memorandum to be registered shall not be less than the minimum issued share capital.

ALTERATION OF SHARE CAPITAL

125. A company having a share capital may in general meeting and not otherwise, alter the conditions of its memorandum to -

126. (1) If a company having a share capital has-

127. (1) A company having a share capital, may in general meeting and not otherwise, increase its issued share capital by the allotment of new shares of such amount as it considers expedient.

128. (1) Where a company allots new shares, thereby increasing its issued share capital, the increase shall not take effect unless -

129. If an unlimited company resolves to be re-registered as a limited company under this Act, it may-

REDUCTION OF SHARE CAPITAL

130. (1) Except as authorised by this Act, a company having a share capital shall not reduce its issued share capital.

131. (1) Subject to confirmation by the Court, a company having share capital may, if so authorised by its articles, by special resolution reduce its share capital in any way.

and the company may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly.

132. (1) Where a company has passed a resolution for reducing share capital, it may apply to the court for an order confirming the reduction.

133. (1) The Court, if satisfied-

134. (1) The Commission, on delivery to it the order of the court confirming the reduction of a company's share capital, and minutes of the meeting of the company (approved by the Court) showing, with respect to the company's share capital as altered by the order-

135. (1) Where a company's share capital is reduced, a member of the company (past or present) is not liable in respect of any share to any call or contribution exceeding in amount the difference (if any) between the amount of the share as fixed by the minutes and the amount paid on the share or the reduced amount (if any), which is deemed to have been paid on it, as the case may be.

136. If an officer of the company-

MISCELLANEOUS MATTERS RELATING TO CAPITAL

137. (1) Where the net assets of a public company are half or less of its called-up share capital, the directors shall, not later than 30 days from the earliest day on which that fact is known to a director of the company, duly convene an extraordinary general meeting of the company, for a day not later than 60 days from that day for the purpose of considering whether any, and if so, what steps should be taken to deal with the situation.

CHAPTER 8 - SHARES AND NATURE OF SHARES

138. (1) Subject to the provisions of this Act, the rights and liabilities attaching to the shares of a company or any class thereof shall-

139. The shares or other interests of a member in a company are personal property transferable in the manner provided in articles of association of the company.

140. (1) Unless otherwise provided by any other enactment, any share issued by a company shall carry the right on a poll at a general meeting of the company to one vote in respect of each share, and no company may by its articles or otherwise authorise the issue of shares which carry more than one vote in respect of each share or which do not carry any right to vote.

ISSUE OF SHARES

141. Subject to any limitation in the articles of a company with respect to the number of shares which may be issued, and any pre-emptive rights prescribed in the articles in relation to the shares, a company has the power, at such times and for such consideration as it shall determine to issue shares.

142. (1) A company shall not in any event allot newly issued shares unless they are offered in the first instance to all existing shareholders of the class being issued in proportion as nearly as may be to their existing holdings.

143. (1) A company may, where so authorised by its articles, issue classes of shares.

144. Without prejudice to any special rights previously conferred on the holders of existing shares or class of shares, any share in a company may be issued with such preferred, deferred or other special rights or such restrictions, whether with regard to dividend, return of capital or otherwise, as the company may determine by ordinary resolution.

145. (1) Shares of a company may be issued at a premium.

146. It is unlawful for a company to issue shares at a discount.

147. (1) No company limited by shares shall, after the commencement of this Act issue any preference shares which are irredeemable.

148. (1) Where a company has purported to issue or allot shares and the issue or allotment of those shares was invalid by reason of any provision of this Act or any other enactment, of the articles or the terms of issue or allotment were inconsistent with or unauthorised by any such provision, the company may within 30 days of an application made by a holder, mortgagee of those shares or by a creditor of the company, and by special resolution, validate the issue or allotment of those shares or confirm the terms of the issue and allotment, as the case may be.

ALLOTMENT OF SHARES

149. (1) The power to allot shares is vested in the company, and, in relation to a private company, this power may be delegated to the directors, subject to any condition or direction that may be imposed in the articles or by the company in general meeting.

150. (1) Without prejudice to the provisions of the Investment and Securities Act, the following provisions apply in respect of an application for an allotment of issued shares of a company-

151. An allotment of shares made and notified to an applicant in accordance with section 150 is an acceptance by the company of the offer by the applicant to purchase its shares and the contract takes effect on the date on which the allotment is made by the company.

152. Subject to the provisions of sections 160 - 163 of this Act, a company may, in its articles, make provision with respect to payments on allotment of its shares.

153. (1) An allotment made by a public company before the holding of the statutory meeting to an applicant in contravention of the provisions of this Act, is voidable at the instance of the applicant -

Provided that the allotment shall be so voidable notwithstanding that the company is in the course of being wound up.

154. (1) Whenever a company limited by shares makes any allotment of its shares, the ^{Return as to Allotment. company shall within one month thereafter deliver to the Commission for}

registration-

155. (1) Except as provided in section 156, no company shall apply any of its shares or capital money either directly or indirectly in payment of any commission, discount or allowance to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any share in the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any share in the company, whether the shares or capital money are so applied by being added to the purchase money of any property acquired by the company or to the contract price of any work to be executed for the company, or any such money is paid out of the nominal purchase money or contract price, or otherwise.

156. (1) A company may pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any share in the company or procuring or agreeing to procure subscription, whether absolute or conditional, for any share in the company if-

157. (1) Where a company has paid any amount by way of commission in respect of any shares in the company, the amount so paid or so much of it as has not been written off, shall be stated in every balance sheet of the company until the whole amount has been written off.

CALL ON AND PAYMENT FOR SHARES

158. (1) Subject to the terms of the issue of the shares and of the articles, the directors Call on Shares. may make calls upon the members in respect of any money unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment of the shares made payable at fixed times:

Provided that no call shall exceed one fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call, and each member shall (subject to receiving at least 14 days' notice specifying the time or times and place of payment) pay to the company at the time or times and place so specified the amount called on his shares, so however that a call may be revoked or postponed as the directors may determine.

159. A company limited by shares may, by special resolution determine that any portion of its share capital which has not been already called up are not capable of being called up except in the event and for the purposes of the company being wound up and thereupon, that portion of its share capital shall not be capable of being called up, except in the event and for the purposes specified in subsection (1).

160. Subject to the provisions of sections 161 and 162, the shares of a company and any valuable consideration other than cash or partly in cash and partly by a valuable consideration other than cash.

161. (1) Shares are not deemed to have been paid for in cash except to the extent that the company shall have actually received cash for them at the time of, or subsequently to, the agreement to issue the shares.

162. (1) Where a public company agrees to accept payment for its shares otherwise than wholly in cash, it shall appoint an independent valuer who shall determine the true value of the consideration other than cash and prepare and submit to the company a report on the value of the consideration.

164. (1) A company has a first and paramount lien on every share, (not being a fully paid ^{share) for all money (whether currently payable or not) called or payable at a} fixed time in respect of that share, and the company also has a first and paramount lien on all shares (other than fully paid shares) standing registered in the name of a single person for all money presently payable by him or his estate to the company, but the directors may at any time declare any share to be wholly or in part exempt from the provisions of this subsection.

165. (1) If a member fails to pay any call or instalment of a call on the day appointed for or instalment remains unpaid, serve a notice on him requiring payment of the sum of the call or instalment as is unpaid, together with any interest which may have accrued.

CLASSES OF SHARES

166. (1) If at any time the share capital of a company is divided into different classes of shares under section 143, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the company is being wound up, be varied-

167. (1) Where in pursuance of section 166, the rights attached to any class of shares are at any time varied, the holder of at least 15% of the issued shares of that class, being persons who did not consent to or vote in favour of the resolution for the variation, may apply to the Court to have the variation cancelled, and, where any such application is made, the variation shall not have effect, unless it is confirmed by the court, and for the purpose of this section, any share in the company's share capital that are held by the company as treasury shares shall not be taken into account for the purpose of computing the aggregate per cent of shares held by holders seeking to make an application to the Court.

168. (1) Notwithstanding the provisions of section 140, the articles may provide that preference shares issued after the commencement of this Act shall carry the rights to attend general meetings and on a poll at the meetings, to more than one vote per share in the following circumstances, but not otherwise, but upon any resolution-

169. In construing the provisions of a company's articles in respect of the rights attached to shares, the following rules of construction shall be observed-

NUMBERING OF SHARES

170. Each share in a company having a share capital shall be distinguished by its appropriate number:

Provided that, if at any time all the issued shares in a company, or all of its issued shares of a particular class, are fully paid up and rank pari passu for all purposes, none of those shares need thereafter have a distinguishing number so long as it remains fully paid up and ranks pari passu for all purposes with all shares of the same class for the time being issued and fully paid up.

SHARE CERTIFICATES

171. (1) Every company shall, within two months after the allotment of any of its shares and within three months after the date on which a transfer of any such shares is lodged with the company, complete and have ready for delivery the certificates of all shares allotted or transferred, unless the conditions of issue of the shares otherwise provide.

Provided that in respect of shares held jointly by several persons, the company is not bound to issue more than one certificate, and delivery of a certificate for shares to one of several joint holders shall be sufficient delivery to all such holders.

172. (1) A certificate, under the common seal of the company (where the company has a common seal) or otherwise signed as a deed by the company, specifying any share held by any member, is a prima facie evidence of the title of the member to the shares.

173. The production to a company of any document which is by law sufficient evidence of probate of the will, or letters of administration of the estate, or confirmation as executor, of a deceased person having been granted to some person, shall be accepted by the company as sufficient evidence of the grant, notwithstanding anything in its articles to the contrary.

174. (1) No company has the power to issue bearer shares.

( 2 ) For the purposes of this Act, a "bearer share" means a share which is represented by a certificate, warrant or other document (in any form or by whatever name called) which states or indicates that the bearer of the certificate is the owner of the shares.

TRANSFER AND TRANSMISSION

175. (1) The transfer of a company's shares shall be by instrument of transfer and except as expressly provided in the articles, transfer of shares shall be without restrictions, and instruments of transfer shall include electronic instrument of transfer.

Provided that nothing in this section shall prejudice any power of the company to register as shareholder, any person to whom the right to any share in the company has been transmitted by operation of law.

176. (1) On the application of the transferor of any share or interest in a company, the company shall enter, in its register of members, the name of the transferee in the same conditions as if the application for the entry were made by the transferee, and register of transfer includes electronic register of transfer.

177. (1) If a company refuses to register a transfer of any share, it shall, within two months after the date on which the transfer was lodged with it, send notice of the refusal to the transferee.

178. A transfer of the share or other interest of a deceased member of a company made by his personal representative is, although the personal representative is not himself a member of the company, as valid as if he had been such a member at the time of the execution of the instrument of transfer.

179. (1) In case of the death of a member, the survivor or survivors where the deceased was a joint holder, or the legal personal representative of the deceased where he was a sole holder, is the only person recognised by the company as having any title to his interest in the shares, but nothing in this section shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.

Provided that the directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 90 days, the directors may thereafter withhold payment of all dividends, bonuses or other money payable in respect of the share until the requirements of the notice have been complied with.

180. (1) Any person claiming to be interested in any share, dividend or interest on them, may protect his interest by serving on the company concerned a notice of his interest.

181. (1) When the holder of any share of a company wishes to transfer to any person only a part of the shares represented by one or more certificates, the instrument of transfer together with the relevant certificates shall be delivered to the company with a request that the instrument of transfer be recognised and registered and a certificate of transfer shall include a certificate issued in electronic form.

TRANSACTIONS BY COMPANY IN RESPECT OF ITS OWN SHARES

182. (1) The provisions of this section apply with respect to the redemption by a company of any redeemable preference share issued by it under section 147.

183. (1) In this section -

184. (1) A limited liability company may purchase its own shares including redeemable shares provided that -

185. Where a company buys back its shares, payment for the share buyback shall be made from the distributable profits of the company.

186. A company may buy back its shares -

187. (1) A company shall not hold more than 15% of the nominal value of the issued share capital of any class of its shares as treasury shares.

188. (1) A contract with a company providing for the acquisition by the company of shares in the company is specifically enforceable against the company, except to the extent that the company cannot perform the contract without thereby being in breach of the provisions of section 184.

189. Where shares are held as treasury shares, the company may at any time -

190. (1) A company which is a subsidiary may acquire shares in its holding company where the subsidiary company is concerned as personal representative or trustee, unless the holding company or any subsidiary of it is beneficially interested otherwise than by way of security for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.

CHAPTER 9 - DEBENTURES

CREATION OF DEBENTURE AND DEBENTURE STOCK

191. A company may borrow money for the purpose of its business or objects and may mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the company or of any third party.

192. (1) Every company shall, within 60 days after the allotment of any of its debentures or after the registration of the transfer of any debentures, deliver to the registered holder thereof, the debenture or a certificate of the debenture stock under the common seal of the company (if the company has a common seal) or otherwise executed as a deed by the company.

193. Every debenture shall include a statement on the following matters -

194. (1) Statements made in debenture or debenture stock certificates is prima facie evidence of the title to the debentures of the person named therein as the registered holder and of the amounts secured thereby.

195. A contract with a company to take up and pay for any debenture of the company may be enforced by an order for specific performance.

TYPES OF DEBENTURES

196. A company may issue perpetual debentures, and a condition contained in any debenture, or in any deed for securing any debentures, shall not be invalid by reason only that the debentures are made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long, any rule of equity to the contrary notwithstanding.

197. Debentures may be issued upon the terms that in lieu of redemption or repayment, they may, at the option of the holder or the company, be converted into shares in the company upon such terms as may be stated in the debentures.

198. (1) Debentures may either be secured by a charge over the company's property or may be unsecured by any charge.

199. A company limited by shares may issue debentures which are, or at the option of the company are, liable to be redeemed.

200. (1) Where either before or after the commencement of this Act, a company has redeemed any debenture previously issued, unless-

201. (1) The trustee of a debenture trust deed shall hold all contracts, stipulations and undertakings given to him and all mortgages, charges and securities vested in him in connection with the debentures covered by the deed, or some of those debentures, exclusively for the benefit of the debenture holders concerned (except in so far as the deed otherwise provides) and the trustee shall exercise due diligence in respect of the enforcement of those contracts, stipulations, undertakings, mortgages, charges and securities and the fulfillment of his functions generally.

202. (1) The terms of any debenture or trust deed may provide for the convening of general meetings of the debenture holders and for the passing, at such meetings, of a resolution binding on all the holders of the debentures of the same class.

FIXED AND FLOATING CHARGES

203. (1) A "floating charge" means an equitable charge over the whole or a specified part of the company's undertakings and assets, including cash and uncalled capital of the company both present and future, but so that the charge shall not preclude the company from dealing with such assets until-

204. A fixed charge on any property shall have priority over a floating charge affecting that property, unless the terms on which the floating charge was granted prohibits the company from granting any later charge having priority over the floating charge and the person in whose favour such later charge was granted had notice of that prohibition at the time when the charge was granted to him:

Provided that a person is deemed to have notice of such prohibition in a floating charge where a notice indicating the existence of such prohibition is registered with the Commission.

205. (1) Whenever a fixed or floating charge has become enforceable, the Court may appoint a receiver and in the case of a floating charge, a receiver and manager of the assets subject to the charge.

206. Where a receiver or manager is appointed by the Court, advertisement to this effect shall be made by the receiver or the receiver and manager in the Federal Government Gazette and in two daily newspapers.

207. (1) Where a receiver is appointed on behalf of the holders of any debenture of a registered company secured by a floating charge, or possession is taken by, or on behalf of those debenture holders of any property comprising of subject to the charge, then if the company is not at the time in the course of being wound up, the debts which in every winding up are under the provisions relating to preferential payments in section 657 to be paid in priority to all other debts, shall be paid out of any assets coming to the hands of the receiver or other person taking possession in priority to any claim for principal or interest in respect of the debentures.

DEBENTURE TRUST DEED

208. (1) Every company which offers debentures to the public for subscription or purchase shall, before issuing any of the debentures, execute a debenture trust deed in respect of them and procure the execution of the deed by the trustee for the debenture holders appointed by the deed.

the contents of the trust deed and its execution by the trustee.

209. (1) Every debenture trust deed, whether required by section 208 or not, shall state-

210. (1) Every debenture covered by a debenture trust deed shall state, either in the body or in a note forming part of the same document or endorsed therein -

211. (1) Whether or not a debenture is secured by a charge over the company's property, there may be created in relation to such debenture, a trust deed appointing trustees for the debenture holders.

Provided that where any such application is made by a debenture holder, the Court if it deems fit, may order the applicant to give security for the payment of the costs of the trustee and may direct that the application be heard in Chambers.

212. (1) A person is not qualified for appointment as a trustee of a debenture trust deed if he is-

213. (1) Subject to the provisions of this section, anything contained in a trust deed for securing an issue of debentures, or in any contract with the holders of debentures secured by a trust deed, is void if it would have the effect of exempting a trustee from or indemnifying him against liability for breach of trust, where he fails to show the degree of care and diligence required of him as trustee, having regard to the provisions of the trust deed conferring on him any power, authorities or discretion.

214. (1) Except as expressly provided in the terms of any debenture, debentures shall be transferable without restriction by a written transfer in any usual or common form, or any other form which the directors of the company may approve, and that the transferee is entitled to the debenture and to the money secured thereby without regard to any equity, set-off or cross-claim between the company and the original, or any intermediate, holder.

Provided that if any restriction is imposed on the right to transfer any debenture, notice of the restriction shall be endorsed on the face of the debenture or debenture stock certificate and in the absence of such endorsement, the restriction shall be ineffective as regards any transferee for value, whether or not he has notice of the restriction.

PROVISIONS AS TO COMPANY'S REGISTER OF CHARGES, DEBENTURE HOLDERS AND AS TO COPIES OF INSTRUMENTS CREATING CHARGES

215. Every company shall cause a copy of every instrument creating any charge requiring registration under this Part to be kept at the registered office of the company, but, in the case of a series of uniform debentures, a copy of one debenture of the series is sufficient.

216. (1) Every company shall keep, at the registered office of the company, a register of charges and enter therein all charges specifically affecting property of the company and all floating charges on the undertaking or any property of the company, giving in each case a short description of the property charged, the amount of the charge, and, except in the case of securities to bearer, the names of the persons entitled thereto.

217. (1) The copies of instruments creating any charge requiring registration under this Part with the Commission and the register of charges kept under section 216 of this Act, shall be open during business hours (but subject to such reasonable restrictions as the company in general meeting may impose, so that at least two hours in each day shall be allowed for inspection) to inspection by any creditor or member of the company without fee and the register of charges shall also be open to inspection by any other person on payment of such fee as the Commission shall determine or such less sum as may be prescribed by the company for each inspection, as the company may prescribe:

Provided that the Commission may request for and obtain such copy without any restriction or charge.

218. (1) A company which issues or has issued debentures shall maintain a register of the holders.

219. (1) Every register of holders of debentures of a company shall, except when duly closed (but subject to such reasonable restrictions as the company may in general meeting impose, so that at least two hours in each day shall be allowed for inspection), be open to the inspection of the registered holder of such debentures or any holder of shares in the company without fee, and of any other person on payment of such fee as the Commission shall determine or such less sum as may be prescribed by the company:

Provided that the Commission may at any time during working hours request for and obtain such copy without any restriction or charge.

220. On the application of the transferor of any debenture in a company, the company shall enter in its register of debenture holders the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee.

221. (1) If a company refuses to register a transfer of any debenture, the company shall, within two months after the date on which the transfer was lodged with the company, send to the transferee notice of the refusal.

222. (1) Subject to the provisions of this Part, every charge created by a company, being a charge to which this section applies, shall, so far as any security on the company's property or undertaking is conferred, be void against the liquidator and any creditor of the company, unless the prescribed particulars of the charge (including any provisions in a floating charge that prohibits or restricts the company from granting any further charge ranking in priority to or pari passu with the floating charge) together with the instrument, if any, by which the charge is created or evidenced, have been or are delivered to or received by the Commission for registration in the manner required by this Act or by any enactment repealed by this Act within 90 days after the date of its creation, but without prejudice to any contract or obligation for repayment of the money thereby secured, and when a charge becomes void under this section, the money thereby secured shall immediately become payable and registration under this section shall give rise to constructive notice of the matters stated in the particulars of charge.

Provided that, where more than one issue is made of debentures in the series, there shall be sent to the Commission, for entry in the register, particulars of the date and amount of each issue, but an omission to do this does not affect the validity of the debentures issued.

"charge" includes mortgage;

"book debt", for the purposes of subsection (2) (e), means a debt due or to become due to the company at some future date on account of or in connection with a profession, trade or business carried on by the company, whether entered in a book or not, and includes a reference to a charge on a future debt of the same nature although not incurred or owing at the time of the creation of the charge, but does not include a reference to a charge on a marketable security or on a negotiable instrument;

"intellectual property", for the purposes of this section, means any patent or a licence under a patent, any registered design or design right or a licence, any trademark or licence under a trademark, or any copyright or a licence under a copyright;

"security financial collateral arrangement" means an agreement or arrangement, evidenced in writing, where:

223. (1) The Commission shall keep, with respect to each company, a register in the prescribed form of all the charges requiring registration under this Part and shall, on payment of such fee as may be specified by regulations made by the Commission, enter in the register with respect to such charges in the case of -

224. (1) It is the duty of a company to send to the Commission for registration, the particulars of every charge created by the company and of the issues of debentures of a series requiring registration under section 222, but registration of any such charge may be effected on the application of any person interested therein.

225. (1) Where a company acquires any property which is subject to a charge of any such kind as would, if it has been created by the company after the acquisition of the property, have been required to be registered under this Part, the company shall cause the prescribed particulars of the charge, together with a copy (certified in the prescribed manner to be a correct copy) of the instrument, if any, by which the charge was created or is evidenced, to be delivered to the Commission for registration in the manner required by this Act within 90 days after the date on which acquisition is completed:

Provided that, if the property is situate and the charge was created outside Nigeria, 90 days after the date on which the copy of the instrument could in due course of post, and if despatched with due diligence, have been received in Nigeria shall be substituted for 90 days after the completion of the acquisition, as the time within which the particulars and the copy of the instrument are to be delivered to the Commission.

226. (1) Where, at the date of commencement of this Act, a company has property on which there is a charge, particulars of which would require registration if it had been created by the company after the date of such commencement, then, unless the charge has been discharged or the property has ceased to be held by the company prior to the expiration of six months from the date of such commencement, the company shall, within that time, cause particulars of the charge as prescribed by section 222 to be delivered to the Commission for registration together with the document, if any, by which the charge was created or a copy thereof, certified as required by that section.

227. Where a charge, particulars of which require registration under section 222, is expressed to secure all sums due or to become due or some other uncertain or fluctuating amount, the particulars required under section 222 (9) shall state the maximum sum deemed to be secured by such charge (being the maximum sum covered by the stamp duty paid thereon) and such charge is void, so far as any security on the company's property is thereby conferred, as respects any excess over the stated maximum:

Provided that, if additional stamp duty is subsequently paid on such charge; and at any time thereafter prior to the commencement of the winding up of the company, amended particulars of the said charge stating the increased maximum sum deemed to be secured thereby (together with the original instrument by which the charge was created or evidenced) are delivered to the Commission for registration, then, as from the date of such delivery, the charge, if valid, is effective to the extent of such increased maximum sum except as regards any person who, prior to the date of such delivery, has acquired any proprietary rights in, or a fixed or floating charge on, the property subject to the charge.

228. (1) The company shall cause a copy of every certificate of registration given under section 223 to be endorsed on every debenture or certificate of debenture stock which is issued by the company and the payment of which is secured by the charge so registered:

Provided that nothing in this subsection shall be construed as requiring a company to cause a certificate of registration of any charge given to be endorsed on any debenture or certificate of debenture stock issued by the company before the charge was created.

229. If the Commission is satisfied with respect to any registered charge that-

230. The court, on being satisfied that -

231. (1) If any person obtains an order for the appointment of a receiver or manager of the property of a company, or appoints such a receiver or manager under any power contained in any instrument, he shall, within seven days from the date of the order or the appointment under the said powers, give notice of the fact to the Commission and the Commission shall, on payment of such fee as may be specified by regulations, enter the fact in the register of charges.

REALISATION OF SECURITY

232. (1) A debenture holder is entitled to realise any security vested in him or in any other person for his benefit if-

233. (1) At any time after a debenture holder or a class of debenture holders, becomes entitled to realise his or their security, a receiver of any asset subject to a mortgage, charge or security in favour of the class of debenture holders or the trustee of the covering trust deed, or any other person, may be appointed by-

234. Subject to the provisions of this Part of this Act and unless the context otherwise admits, the provisions of sections 171, 172, 175, 177, 180 and 181 of this Act relating to share certificates and transfer of shares shall apply in respect of shares as if "debentures" were substituted for "shares" and "debenture holders" for "shareholders".

CHAPTER 10 - MEETINGS AND PROCEEDINGS OF COMPANIES

235. (1) Every public company shall, within a period of six months from the date of its incorporation, hold a general meeting of the members of the company (in this Act referred to as "the statutory meeting").

236. Without prejudice to the provisions of section 567 of this Act, if a company fails to comply with the requirements of section 235 of this Act, the company and any officer in default commits an offence and are liable to a fine for everyday during which the default continues in such amount as the Commission shall specify in its regulations

GENERAL MEETING

237. (1) Except in the case of a small company or any company having a single shareholder, every company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of a company and the next:

Provided that-

238. All businesses transacted at annual general meetings are deemed special business, except declaring a dividend, presentation of the financial statements and the reports of the directors and auditors, election of directors in the place of those retiring, the appointment, fixing of the remuneration of the auditors, appointment of members of the audit committee and disclosure of remuneration of managers of a company, which are ordinary business.

EXTRAORDINARY GENERAL MEETING

239. (1) The board of directors may convene an extraordinary general meeting whenever they deem fit, and if at any time they are not within Nigeria, sufficient directors capable of acting to form a quorum, any director may convene an extraordinary general meeting.

240. (1) With the exception of small companies and companies having a single shareholder, all statutory and annual general meetings shall be held in Nigeria.

NOTICE OF MEETINGS

241. (1) The notice required for all types of general meetings is 21 days from the date on which the notice was sent out.

242. (1) The notice of a meeting shall specify the place, date and time of the meeting, and the general nature of the business to be transacted in sufficient detail to enable those to whom it is given to decide whether to attend or not, and where the meeting is to consider a special resolution, set out the terms of the resolution.

243. (1) The following persons are entitled to receive notice of a general meeting-

244. (1) A notice may be given by the company to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within Nigeria) to the address, supplied by him to the company for the giving of notice to him.

245. (1) Failure to give notice of any meeting to a person entitled to receive it invalidates the meeting unless such failure is an accidental omission on the part of the person giving the notice.

246. In addition to the notice required to be given to those entitled to receive it in accordance with the provisions of this Act every public company shall, at least 21 days before any general meeting, advertise a notice of such meeting in at least two daily newspapers.

247. (1) If for any reason it is impracticable to call a meeting of a company or of the board of directors in any manner in which meetings of that company or board may be called, or to conduct the meeting of the company or board in the manner prescribed by the articles or this Act, the Court may, either of its own motion or on the application of any director of the company or of any member of the company who would be entitled to vote at the meeting, in the case of the meeting of the company, and of any director of the company, in case of the meeting of the board, order a meeting of the company or board, as the case may be, to be called, held and conducted in such manner as the Court deems fit, and where any such order is made, may give such ancillary or consequential directions as it deems expedient.

VOTING

248. (1) At any general meeting, a resolution put to the vote shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by-

249. (1) Any provision contained in a company's articles is void if it would have the effect ^{Right to Demand Poll. of-}

250. (1) On a poll taken at a meeting of a company, or a meeting of any class of members of a company, a member entitled to more than one vote, if he votes, need not use all his votes or cast all the votes he uses in the same way.

251. (1) Subject to section 252 of this Act, every member has a right to attend any general meeting of the company in accordance with the provisions of section 107.

252. Every person who is entitled to receive notice of a general meeting of the company as provided under section 251 of this Act, is entitled to attend such a meeting.

253. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting is valid for all purposes and any such objection made in due time shall be referred to the chairman of the meeting, whose decision is final and conclusive.

254. (1) Any member of a company entitled to attend and vote at a meeting of the company is entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of him, and a proxy appointed to attend and vote instead of a member has the same right as the member to speak at the meeting, and unless the articles provide, this section shall not apply in the case of a company not having a share capital.

person or one of a number of persons specified in the invitations are issued at the company's expense only to some of the members entitled to receive notice of the meeting and to vote by proxy at the meeting, each officer of the company who authorises or permits their issue is liable to a penalty in such amount as the Commission shall specify in its regulations:

Provided that an officer is not liable under this subsection by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy or a list of persons willing to act as proxy if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.

255. (1) A corporation, whether a company within the meaning of this Act or not, may if it is-

256. (1) Except in the case of a company with one member or provided in the articles, no business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business and throughout the meeting.

257. The compensation of managers of a company shall be disclosed to members of the company at the annual general meeting.

258. (1) A resolution is an ordinary resolution when it has been passed by a simple majority of votes cast by members of the company as, being entitled to do so, vote in person or by proxy at a general meeting.

Provided that, if it is so agreed by majority in number of the members having the right to attend and vote at any such meeting, being a majority together holding at least 95% in nominal value of the shares giving that right or, in the case of a company not having a share capital, together representing at least 95% of the total voting rights at that meeting of all the members, a resolution may be proposed and passed as a special resolution at a meeting of which less than 21 days' notice has been given.

259. All resolutions shall be passed at general meetings and are not effective unless so passed, but in the case of a private company a written resolution signed by all the members entitled to attend and vote are as valid and effective as if passed in a general meeting.

260. (1) Subject to provisions of this section, it is the duty of a company, on the requisition in writing of such number of members as specified in this section and (unless the company otherwise resolves) at the expense of the company to-

Provided that the copy is served, or notice of the effect of the resolution is given, as the case may be, in the same manner and at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable.

261. Where by any provision contained in this Act, special notice is required of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting at which it is to be moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting, or if that is not practicable, shall give them notice thereof, either by advertisement in a newspaper having an appropriate circulation, or in any other mode allowed by the articles, at least 21 days before the meeting:

Provided that if, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice, though not given within the time required by this section, is deemed to have been properly given.

262. (1) Subject to section 51 (7) (b) of this Act, a printed copy of every resolution or agreement to which this section applies shall, within 15 days after the passing or making of the resolution or agreement, be forwarded to the Commission.

263. Where a resolution is passed at an adjourned meeting of-

MISCELLANEOUS MATTERS RELATING TO MEETINGS AND PROCEEDING

264. (1) The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

265. (1) The chairman, of the board of directors shall preside as chairman at every general meeting of the company, and if there is no such chairman, if he is not present within one hour after the time appointed for the holding of the meeting or is unwilling to act, the directors present shall elect one among themselves to be chairman of the meeting.

266. (1) With the exception of a company having a single member, every company shall cause minutes of all proceedings -

267. (1) The books containing the minutes of proceedings of any general meeting of a company held on or after the commencement of this Act, shall be kept at the registered office of the company, and shall during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, but so that at least six hours in each day be allowed for inspection) be open to inspection by members without charge.

268. The provisions of the foregoing sections apply to any class meetings except where expressly excluded by this Act.

CHAPTER 11 - DIRECTORS

269. (1) A Director of a company registered under this Act is a person duly appointed by the company to direct and manage the business of the company.

270. (1) Without prejudice to the provisions of sections 269 and 276 of this Act, and for the purposes of sections 279, 301 and 307 of this Act, "director" shall include any person on whose instructions and directions the Directors are accustomed to act.

APPOINTMENT OF DIRECTORS

271. (1) Every company, not being a small, company shall have at least two directors.

272. Subject to section 271 of this Act, the number of directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum of association or a majority of them or the directors may be named in the articles.

273. (1) The members at the annual general meeting may re-elect or reject directors and appoint new ones.

274. (1) The Board of directors may appoint new directors to fill any casual vacancy arising out of death, resignation, retirement or removal.

275. (1) A public company shall have at least three independent directors.

276. Where a person not duly appointed as a director acts as such on behalf of the company, his act does not bind the company and he is personally liable for such action, but where it is the company which holds him out as director, the company is bound by his acts.

277. (1) The shareholding qualification for directors may be fixed by the articles of association of the company and unless so fixed no shareholding qualification shall be required.

278. (1) Any person who is appointed or to his knowledge proposed to be appointed director of a public company and who is 70 or more years old shall disclose this fact to the members at the general meeting.

279. (1) If any person, being an insolvent person, acts as director of or directly or indirectly takes part in, or is concerned in the management of any company, he commits an offence and is liable on conviction to a fine as the Court deems fit, or imprisonment for a term at least six months but not more than two years, or both.

280. (1) Where-

281. A person may be appointed a director for life provided that he shall be removable under section 288 of this Act.

282. Subject to the provisions of this Act, a person may be appointed a director of a public company notwithstanding that he is 70 years or more of age but special notice shall be required of any resolution appointing or approving the appointment of such a director for the purposes of this section, and the notice given to the company and by the company to its members shall state the age of the person to whom it relates.

283. The following persons shall be disqualified from being director-

284. (1) The office of director shall be vacated if the director-

285. (1) Unless the articles provide, at the first annual general meeting of the company all the directors shall retire from office, and at the annual general meeting in every subsequent year one third of the directors or if their number is not three or a multiple of three, then the number nearest one-third shall retire from office.

286. The acts of a director, manager, or secretary are valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification.

287. (1) At a general meeting of a company other than a private company, a motion for the appointment of two or more persons as directors of the company by a single resolution shall not be made, unless resolution that it shall be made has first been agreed to by the meeting without any vote being given against it.

Provided that-

REMOVAL OF DIRECTORS

288. (1) A company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its articles or in any agreement between the company and him.

Provided that copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the company or any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the court may order the company's costs on an application under this section to be paid in whole or in part by the director, notwithstanding that he is not a party to the application.

PROCEEDINGS OF DIRECTORS

289. (1) The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and the first meeting of the directors shall be held not later than six months after the incorporation of the company.

290. (1) Unless the articles provide otherwise, the quorum necessary for the transaction of the business of directors are two where there are not more than six directors, but where there are more than six directors, the quorum is one-third of the number of directors, and where the number of directors is not a multiple of three, then the quorum is one third to the nearest number.

291. Where the board is unable to act because a quorum cannot be formed, the general meeting may act in place of the board and where a committee is unable to act because a quorum cannot be formed, the board may act in place of the committee.

292. (1) Every director is entitled to receive notice of the directors' meetings, unless he is disqualified by any reason under the Act from continuing with the office of director.

REMUNERATION AND OTHER PAYMENTS

293. (1) The remuneration of the directors is determined by the company in general meeting and such remuneration is deemed to accrue from day-to-day.

294. (1) A managing director receives such remuneration (whether by way of salary, commission, participation in profits, or partly in one way and in another) as the directors may determine.

295. (1) It is not lawful for a company to pay a director remuneration (whether as director or otherwise) free of income tax, or calculated by reference to or varying with the amount of his income tax, or at or with the rate or standard rate of income tax, except under a contract which was in effect at the commencement of this Act, and provides expressly, and not by reference to the articles, for payment or remuneration.

296. (1) It is not lawful for a company to make a loan to any person who is its director or a director of its holding company, or to enter into any guarantee or provide any security in connection with a loan made to such a person as earlier mentioned by any other person:

298. (1) If in connection with the transfer of the whole, or any part of the undertaking or property of a company, it is proposed to make any payment to a director of the company by way of compensation for loss of office, or as consideration for or, in connection with his retirement from office, the payment is unlawful unless particulars with respect to the proposal and the amount have been disclosed to members of the company and the proposal is approved by the company.

299. (1) Where, in connection with the transfer to any person of all or any of the shares in a company, being a transfer resulting from-

300. (1) Where, in proceedings for the recovery of any payment which has been received by any person in trust by virtue of section 298 and 299 (1) and (3) of this Act, it is shown that-

DISCLOSURE OF DIRECTORS' INTERESTS

Provided that the register need not include shares in any body corporate which is the wholly-owned subsidiary of another body corporate, and for this purpose, a body corporate is wholly-owned subsidiary of another if it has no members but that other and that other's wholly-owned subsidiaries and its or their nominees.

Provided that where there is an interval between the agreement for any such transaction and the completion thereof, the date is that of the agreement.

302. (1) It is the duty of any director of a company to give notice to the company of such matters relating to himself as may be necessary for the purposes of sections 301 and 303 of this Act except so far as it relates to loans made by the company or by any other person under a guarantee from or on a security provided by the company, to an officer.

303. (1) Subject to the provisions of this section, it is the duty of a director of a company who is in any way, whether directly or indirectly, interested in a transaction or a proposed transaction with the company, to immediately notify the directors of such company in writing, specifying particulars of the director's interest.

304. (1) Every company to which this section applies shall, in all trade circulars, show cards and business letters on or in which the company's name appears and which are issued or sent by the company to any person in Nigeria, state in legible characters with respect to every director -

Provided that, if special circumstances exist which the Commission is of the opinion render it expedient that such an exemption should be granted, the Commission may, subject to such conditions as it may prescribe by notice published in the Federal Government Gazette, exempt a company from the obligations imposed by this subsection.

305. (1) A director of a company stands in a fiduciary relationship towards the company and shall observe utmost good faith towards the company in any transaction with it or on its behalf.

306. (1) The personal interest of a director shall not conflict with any of his duties as a director under this Act.

307. (1) The fact that a person holds more than one directorship shall not derogate from his fiduciary duties to each company, including a duty not to use the property, opportunity or information obtained in the course of the management of one company for the benefit of the other company, or to his own or other person's advantage.

308. (1) Every director of a company shall exercise the powers and discharge the duties of his office honestly, in good faith and in the best interests of the company, and shall exercise that degree of care, diligence and skill which a reasonably prudent director would exercise in comparable circumstances.

Provided that additional liability and benefit may arise under the master and servant law in the case of an executive director if there is an express or implied contract to that effect.

309. (1) Directors are trustees of the company's money, properties and their powers and as such shall account for all the money over which they exercise control, refund any money improperly paid away, and shall exercise their powers honestly in the interest of the company and all the shareholders, and not in their own or sectional interests.

PROPERTY TRANSACTIONS BY DIRECTORS

310. (1) Subject to the exceptions provided by section 311 of this Act, a company shall not enter into an arrangement whereby -

311. (1) No approval shall be required to be given under section 310 of this Act by any body corporate unless it is a company within the meaning of this Act, or if it is a wholly-owned subsidiary of anybody corporate.

312. (1) An arrangement entered into by a company in contravention of section 310 of this Act and any transaction entered into in pursuance of the arrangement (whether by the company or any other person), is voidable at the instance of the company or voidable by a court on its decision on a claim by members, unless one or more of the conditions specified in subsection (2) is satisfied.

actual notice of the contravention by any person who is a party to the arrangement or transaction would be affected by its avoidance; or

313. (1) A director shall not accept a bribe, a gift, or commission either in cash or kind from any person or a share in the profit of that person in respect of any transaction involving his company in order to introduce his company to deal with such a person.

MISCELLANEOUS MATTERS RELATING TO DIRECTORS

314. (1) In a limited company the liability of the directors, managers or managing director, may, if so provided by the memorandum, be unlimited.

315. (1) A limited company, if so authorised by its articles, may, by special resolution, alter its memorandum so as to render unlimited the liability of its directors or managers, or of any managing director.

316. Where a company-

318. (1) Every company shall keep a register of its directors. ^{Register of Directors.}

319. (1) A company's register of directors shall contain, in the case of an individual-

320. (1) Every company shall keep a register of directors' residential addresses.

321. (1) A company shall, within 14 days from-

PARTICULARS OF DIRECTORS TO BE REGISTERED AND NOTIFIED TO THE COMMISSION

322. The Minister may by regulations, vary particulars required to be contained in a company's register of directors and to notify the Commission.

RESTRICTION ON USE OR DISCLOSURE OF DIRECTORS' ADDRESSES

323. (1) This Chapter makes provision for protecting, in the case of a company director who is an individual -

324. (1) A company shall not use or disclose protected information about any of its directors, except -

325. (1) The Commission shall omit protected information from the material on the register that is available for inspection where-

326. (1) The Commission may use protected information for communicating with the director in question.

327. (1) The court may make an order for the disclosure of protected information by the company or by the Commission if -

328. (1) The Commission may put a director's usual residential address on the public record if -

329. (1) The Commission, on deciding that a director's usual residential address is to be put on the public record, shall proceed as if notice of a change of registered particulars had been given -

CHAPTER 12 - SECRETARIES

330. (1) Except in the case of a small company, every company shall have a secretary.

331. A provision requiring or authorising a thing to be done by or of a director and the secretary is not satisfied by its being done by or of the same person acting both as director and as, or in place of the secretary.

332. It is the duty of a director of a company to take all reasonable steps to ensure that the secretary of the company is a person who appears to have the requisite knowledge and experience to discharge the functions of a secretary of a company, and in the case of a public company, he shall be-

333. (1) A secretary is appointed by the directors and, subject to the provisions of this section, may be removed by them.

334. A secretary does not owe fiduciary duties to the company, but where he is acting as its agent he owes fiduciary duties to it, and as such is liable to the company where he makes secret profits or lets his duties conflict with his personal interests, or uses confidential information he obtained from the company for his own benefit.

335. (1) The duties of a secretary include -

336. Every public company shall maintain a register of secretaries which shall contain the particulars set out in section 337 of this Act.

337. (1) A company's register of secretaries shall contain the following particulars in the case of an individual -

338. (1) A company's register of secretaries shall contain the following particulars in the case of a body corporate, or a firm-

339. (1) A company shall, within 14 days, from-

340. The Minister may, by regulations vary particulars required to be contained in a company's register of secretaries and to be notified to the Commission.

CHAPTER 13 - PROTECTION OF MINORITY AGAINST ILLEGAL AND OPPRESSIVE CONDUCT ACTION BY OR AGAINST THE COMPANY

341. Subject to the provisions of this Act, where an irregularity is made in the course of a company's affairs or any wrong is done to the company, only the company can sue to remedy that wrong and only the company can ratify the irregular conduct.

342. (1) For the purposes of this section, "major asset transaction" means a transaction or related series of transactions which includes the -

343. Without prejudice to the rights of members under sections 346 - 351 and sections 353 - 355 of this Act or any other provisions of this Act, the Court, on the application of any member, may by injunction or declaration restrain the company or its officers from-

344. (1) Where a member institutes a personal action to enforce a right due to him personally, or a representative action on behalf of himself and other affected members to enforce any right due to them, he or they are subject to subsection

345. For the purpose of sections 343 and 344 of this Act, "member" includes- ^{Definition of Member.}

346. (1) Subject to the provisions of subsection (2), an applicant may apply to the Court for leave to bring an action in the name or on behalf of a company or a company's subsidiary, or to intervene in an action to which the company or the company's subsidiary is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the company or the company's subsidiary.

347. (1) In connection with an action brought or intervened under section 346 of this Act, the court may, at any time, make any such order or orders as it deems fit.

348. An application made or an action brought or intervened in under section 6 shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or a duty owed to the company has been or may be approved by the shareholders of such company, but evidence of approval by the shareholders may be taken into account by the Court in making an order under section 347.

349. An application made or an action brought or intervened in under section 346 shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the Court given upon such terms as the Court deems fit and, if the Court determines that the rights of any applicant may be substantially affected by such stay, discontinuance, settlement or dismissal, the Court may order any party to the application or action to give notice to the applicant.

350. An applicant shall not be required to give security for costs in any application made or action brought or intervened in under section 346 of this Act.

351. In an application made or an action brought or intervened in under section 346, the court may at any time order the company to pay to the applicant interim costs before the final disposition of the application or action.

352. In sections 346 - 351 of this Act, "applicant" means-

RELIEF ON THE GROUNDS OF UNFAIRLY PREJUDICIAL AND OPPRESSIVE CONDUCT

353. (1) An application to the Court by petition for an order under section 354 in relation to a company may be made by -

(a) a member of the company;

354. (1) An application for relief on the ground that the affairs of a company are being or have been conducted in an illegal or oppressive manner may be made to the Court by petition.

by or on behalf of the company or a resolution, or a proposed resolution, of a class of members, was, is or would be oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member or members or was, is or would be in a manner which is in disregard of the interests of a member or the members as a whole; or

355. (1) If the Court is satisfied that a petition under sections 353 and 354 is well ^{Powers of the Court.} founded, it may make such order or orders as it deems fit for giving relief in respect of the matter complained of.

356. Any person who contravenes or fails to comply with an order made under section 355 that is applicable to him, commits an offence and is liable to a penalty as the Commission shall specify in its regulations.

357. (1) The Commission may appoint one or more competent inspectors to investigate the affairs of a company and to report on them in such manner as it may direct.

358. (1) The Commission shall appoint one or more competent inspectors to investigate the affairs of a company and report on them in such manner as it directs, if the Court, by order declares that its affairs ought to be investigated.

359. (1) If an Inspector appointed, under section 357 or 358, to investigate the affairs of a company thinks it necessary for the purposes of his investigation to investigate the affairs of another body corporate which is or at any time been the company's subsidiary or holding company, or a subsidiary of its holding company or a holding company of its subsidiary, he shall report on the affairs of the other body corporate so far as he thinks that the results of his investigation of its affairs are relevant to the investigation of the affairs of the company first mentioned above.

360. (1) When an inspector is appointed under section 357 or 358, it is the duty of both past and present officers and agents of the company, and all past and present officers and agents of any other body corporate whose affairs are investigated under section 359, to -

361. (1) If an inspector has reasonable grounds for believing that a director, or past director, of the company or other body corporate whose affairs he is investigating maintains or has maintained a bank account of any description, whether alone or jointly with another person and whether in Nigeria or elsewhere, into or out of which there has been paid -

362. (1) When an inspector is appointed under section 357 or 358 to investigate the affairs of a company, the following applies in the case of -

363. (1) The inspector may, and if so directed by the Commission shall, make interim reports to the Commission, and on the conclusion of his investigation shall make a final report to it and any such report shall be written or printed, as the Commission may direct.

(4) In any other case, the Commission may, if it deems fit-

364. (1) If, from any report made under section 363, it appears to the Commission that any civil proceeding ought in the public interest to be brought by the company or anybody corporate, the Commission may itself bring such proceedings in the name and on behalf of the company or the body corporate.

365. (1) If, from any report made under section 363, it appears that any person has, in relation to the company or anybody corporate whose affairs have been investigated by virtue of section 359, been guilty of any offence for which he is criminally liable, the report shall be referred to the Attorney-General of the Federation.

366. If, in the case of any body corporate liable to be wound up under this Act, it appears to the Commission from a report made by an inspector under section 363 that it is expedient in the public interest that the body corporate should be wound up, the Commission may (unless the body corporate is already wound up by the Court) present a petition for it to be wound up if the Court considers it just and equitable to do so.

367. (1) The expenses of, and incidental to, an investigation by an inspector appointed by the Commission under the provisions of this Act, are defrayed in the first instance out of the Consolidated Revenue Fund, but the following persons are, to the extent mentioned, liable to make repayment, -

368. (1) A copy of any report of an inspector appointed under sections 357 and 358, certified by the Commission to be a true copy, is admissible in any legal proceedings as evidence of the opinion of the inspector in relation to any matter contained in the report.

369. (1) Where it appears to the Commission that there is good reason so to do, it may appoint one or more competent inspectors to investigate and report on the membership of any company, and otherwise with respect to the company, for the purpose of determining the true persons who are or have been financially interested in the success or failure (real or apparent) of the company or able to control or materially to influence the policy of the company.

370. (1) For the purposes of any investigation under section 369, the provisions of sections 359 - 363 apply with the necessary modifications to references to the affairs of the company or those of any body corporate, that -

371. (1) Where it is made to appear to the Commission that there is good reason to investigate the ownership of any share in or debenture of a company and that it is unnecessary to appoint an inspector for the purpose, the Commission may require any person who it has reasonable cause to believe to -

372. (1) Where, in connection with an investigation under section 369 or 371, it appears to the Commission that there is difficulty in finding out the relevant facts about any share (whether issued or to be issued), and that the difficulty is due wholly or mainly to the unwillingness of the persons concerned, or any of them, to assist the investigation as required by this Act the Commission may in writing direct that the shares shall, until further notice, be subject to the restrictions imposed by this section.

373. Nothing in this Part requires disclosure to the Commission or to an inspector appointed by it, by a -

CHAPTER 14 - FINANCIAL STATEMENTS, AUDIT AND ACCOUNTING RECORDS

374. (1) Every company shall cause accounting records to be kept in accordance with this section.

375. (1) The accounting records of a company shall be kept at its registered office or such other place in Nigeria as the directors think fit, and shall at all times be open to inspection by the officers of the company.

376. (1) If a company fails to comply with any provision of section 374 or 375 (1), every officer of the company who is in default commits an offence unless he shows that he acted honestly and that in the circumstances in which the business of the company was carried on, the default was excusable.

377. (1) In the case of every company, the directors shall, in respect of each year of the company, prepare financial statement for the year.

FORM AND CONTENT OF COMPANY, INDIVIDUAL AND GROUP FINANCIAL STATEMENTS

378. (1) The financial statements of a company prepared under section 377 of this Act, shall comply with the requirements of the First Schedule to this Act (so far as applicable) with respect to their form and content, and with the accounting standards laid down in the statements of accounting standards issued by the Financial Reporting Council of Nigeria, provided such accounting standards do not conflict with the provisions of this Act or the First Schedule to this Act.

(b) all other requirements of this Act as to the matters to be included in the accounts of a company or in notes to those accounts, and accordingly, the provisions of subsections (7) and (8) shall have effect.

379. (1) If, at the end of a year a company has subsidiaries, the directors shall, as well as preparing individual accounts of each subsidiary for that year, also prepare group financial statements being accounts or statements which deal with the state of affairs and profit or loss of the entire company and the subsidiaries.

380. (1) The group financial statements of a holding company shall comply with the requirements of the First Schedule to this Act, so far as applicable to group financial statements in the form in which those accounts are prepared with respect to the form and content of those statements and any additional information to be provided by way of notes to those accounts.

included in group financial statements or in notes to those statements and accordingly subsections (4) and

381. (1) Subject to subsection (4), a company is for the purposes of this Act deemed to be a subsidiary of another company if the company-

382. (1) The additional matters contained in the Second Schedule shall be disclosed in the company's financial statements for the year; and in that Schedule, where a thing is required to be stated or shown or information is required to be given, it is construed to mean that the thing shall be stated or shown, or the information is to be given in a note to those statements.

383. (1) The group financial statements of a holding company for a year shall comply with Part I of the Third Schedule (so far as applicable) as regards the disclosure of transactions, arrangements and agreements mentioned therein, including loans, quasi loans and other dealings in favour of directors.

384. (1) The group financial statements of a holding company for a year shall comply with Part II of the Third Schedule to this Act, so far as applicable, as regards transactions, arrangements and agreements made by the company or its subsidiary for persons who at any time during that year were officers of the company but not directors.

DIRECTORS' REPORTS

385. (1) In the case of every company, there shall be prepared in respect of each year, a report by the directors-

PROCEDURE ON COMPLETION OF FINANCIAL STATEMENTS

386. (1) A company's balance sheet and every copy of it which is laid before the company in general meeting or delivered to the Commission shall be signed on behalf of the board by two of the directors of the company.

387. (1) In the case of every company, a copy of the company's financial statements for the year shall, at least 21 days before the date of the meeting at which they are to be laid in accordance with section 388 of this Act be sent to the following persons-

388. (1) In respect of each year, the directors shall, at a date not later than 18 months after incorporation of the company and subsequently once at least in every year, lay before the company in general meeting copies of the financial statements of the company made up to a date not exceeding nine months previous to the date of the meeting.

389. (1) If in a year any of the requirements of section 388 (1) or (3) are not complied with by any company, every person who immediately before the end of that period was a director of the company, in respect of each of those subsections which is not so complied with, is liable to a penalty as the Commission shall specify in its regulations.

390. (1) If-

391. (1) If any financial statements of a company (other than its group financial statement) of which a copy is laid before the shareholders in general meeting or delivered to the Commission do not comply with the requirement of this Act as to the matters to be included in, or in a note to, those financial statements, every person who at the time when the copy is laid or delivered is a director of the company is, in respect of each contravention, liable to a penalty as the Commission shall specify in its regulations

392. (1) Any member of a company, whether or not entitled to have copies of the company's financial statements sent to him, and any holder of the company's debentures (whether or not so entitled) is entitled to be furnished on demand and without charge with a copy of the company's last financial statements.

MODIFIED FINANCIAL STATEMENTS

393. (1) In certain cases a company's directors may, in accordance with Part 1 of the Sixth Schedule to this Act, deliver modified financial statements in respect of a year as a small company.

394. (1) A company qualifies as small in relation to its first financial year if the qualifying conditions are met in that year.

395. (1) A parent company qualifies as a small company in relation to a financial year only if the group headed by it qualifies as a small group.

396. (1) The directors of a company may (subject to section 397 where the company has subsidiaries) deliver individual financial statements modified as for a small company in the cases specified in subsections (2) and (3), and Part 1 of the Sixth Schedule apply with respect to the delivery of financial statements so modified.

397. (1) This section applies to a holding company where in respect of a year section 379 requires the preparation of group financial statements for the company and its subsidiaries.

PUBLICATION OF FINANCIAL STATEMENTS

398. (1) This section applies to the publication by a company of full individual or group financial statements, required by section 388 to be laid before the company in general meeting and delivered to the Commission, including the directors' report, unless dispensed with under paragraph 3 of the Fourth Schedule to this Act, but does not apply to interim financial statements.

CHAPTER 15 - AUDIT

401. (1) Every company shall at each annual general meeting appoint an auditor or auditors to audit the financial statements of the company, and to hold office from the conclusion of that, until the conclusion of the next, annual general meeting.

Provided that where notice is given of an intended resolution to appoint some person or persons in place of a retiring auditor, and by reason of the death, incapacity or disqualification of that person or of all those persons, as the case may be, the resolution cannot be proceeded with, the retiring auditor shall not be automatically re-appointed by virtue of this subsection.

402. (1) A company is exempt from the requirements of this Act relating to the audit of accounts in respect of a financial year if-

403. (1) The provisions of any Act establishing a body of accountants shall have effect in relation to any investigation or audit for the purpose of this Act and none of the following persons is qualified for appointment as auditor of a company,-

404. (1) The auditors of a company shall make a report to its members on the accounts examined by them, and on every balance sheet and profit and loss account, and on all group financial statements, copies of which are to be laid before the company in a general meeting during the auditors' tenure of office.

405. (1) The chief executive officer and chief financial officer of a company other than a small company or persons performing similar functions shall certify in each audited financial statement that the -

406. (1) It shall be an offence for any officer, insider, director of a company, or any other person acting under the direction of such officer, insider or director, to take any action to influence, coerce, manipulate or mislead any external auditor engaged in the performance of an audit of the financial statements of that company for the purpose of rendering such financial statements misleading.

407. (1) The company's auditors shall, in preparing their report to carry out such investigations as may enable them to form an opinion whether -

408. (1) The remuneration of the auditors of a company-

409. (1) A company may by ordinary resolution remove an auditor before the expiration of his term of office, notwithstanding anything in any agreement between it and him.

410. (1) A company's auditors are entitled to attend any general meeting of the company and to receive all notices of and other communications relating to any general meeting which a member of the company is entitled to receive and to be heard at any general meeting which they attend on any part of the business of the meeting which concerns them as auditor.

411. (1) A special notice is required for a resolution at a general meeting of a company-

412. (1) An auditor of a company may resign his office by depositing a notice in writing to that effect at the company's registered office, and such notice operates to bring his term of office to an end on the date of which the notice is deposited, or on such later date as may be specified.

413. (1) Where an auditor's notice of resignation contains a statement under section 412

415. (1) A company's auditor shall in the performance of his duties exercise all such care, diligence and skill as is reasonably necessary in each particular circumstance.

416. (1) An officer of a company commits an offence if he knowingly or recklessly makes to a company's auditors a statement (whether written or oral) which -

CHAPTER 16 - ANNUAL RETURNS

417. Every company shall, once at least in every year, make and deliver to the Commission an annual return in the form, and containing the matters specified in sections 418, 419 or 420 as may be applicable:

Provided that a company need not make a return under this section either in the year of its incorporation or, if it is not required by section 237 to hold an annual general meeting during the following year, in that year.

418. (1) The annual return by a company having shares other than a small company shall contain with respect to the registered office of the company, registers of members and debenture holders, shares and debentures, indebtedness, past and present members, directors and secretary, the matters specified in Part I of the Seventh Schedule to this Act, and the return shall be in the form set out in Part II of that Schedule or as near to it as circumstances admit.

419. The annual return by a small company shall contain the matters specified in Part I of the Eighth Schedule to this Act and the return shall be in the form set out in Part II of that Schedule or as near to it as circumstances admit.

420. (1) The annual return by a company limited by guarantee shall be in the form prescribed in the Ninth Schedule or as near to it as circumstances admit.

421. (1) The annual return shall be completed, signed by a director and the secretary, and delivered to the Commission not later than 42 days after the annual general meeting for the year, whether or not that meeting is the first or only general meeting of the company in that year, but the company may apply to the Commission for extension of time within which to file its annual return for any given calendar year.

422. (1) Subject to the provisions of section 424 of this Act, there shall be annexed to the annual return-

423. (1) A private company shall send with the annual return required by sections 418, 419 or 420 of this Act a certificate signed both by a director and the secretary of the company that the company has not, since the date of the last return, or, in the case of a first return, since the date of the incorporation of the company, issued any invitation to the public to subscribe for shares or debentures of the company, and, where the annual return discloses the fact that the number of members of the company exceeds 50, also a certificate so signed that the excess consists wholly of persons who under section 22 (3) of this Act are not included in reckoning the number of 50.

424. (1) An unlimited company shall be exempted from the requirements of section 422 of this Act as to documents to be annexed to the annual return if, -

425. (1) If a company required to comply with any of the provisions of sections 417 - 423 fails to do so, the company and every director or officer of the company are liable to a penalty as may be prescribed by the Commission.

426. (1) A company may, in general meeting, declare dividends in respect of any year or other period only on the recommendation of the directors.

428. A company shall not declare or pay dividend if there are reasonable grounds for believing that the company is or would be, after the payment, unable to pay its liabilities as they become due.

429. (1) Where dividends paid by a company remain unclaimed, the company shall publish in two national newspapers, a list of the unclaimed dividends and the names of the persons entitled to the dividends, and attach the list, as published in the national newspapers, to the notice that is sent to the members of the company for each subsequent annual general meeting of the company.

430. (1) The directors may, before recommending any dividend, set aside out of the profits of the company such sums as they think proper as a reserve or reserves which shall, at the discretion of the directors, be applicable for any purpose to which the profits of the company may be properly applied, and pending such application may, at the discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the directors think fit, and the directors may without placing the same to reserve, carry forward any profits which they may think prudent not to distribute.

431. If under his contract of service, an employee is entitled to share in the profits of the company as an incentive, he is entitled to share in the profits of the company, whether or not dividends have been declared.

432. (1) Dividends are special debts due to and recoverable by shareholders within 12 years, and actionable only when declared.

433. (1) All directors who knowingly pay, or are party to the payment of dividend out of capital or in contravention of this Part, are personally liable jointly and severally to refund to the company any amount so paid.

CHAPTER 17 - COMPANY VOLUNTARY ARRANGEMENTS

434. (1) The directors of a company may make a proposal under this Part to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs (in this Act referred to in either case, as a "voluntary arrangement").

435. (1) This section applies where the nominee under section 434 is not the liquidator or administrator of the company.

of its creditors should be summoned to consider the proposal; and

436. (1) A proposal may also be made where the nominee is -

CONSIDERATION AND IMPLEMENTATION OF PROPOSAL

437. (1) The meetings summoned shall decide whether to approve the proposed voluntary arrangement with or without modifications.

438. (1) This section applies to a decision, under section 437, with respect to the approval of a proposed voluntary arrangement.

439. (1) This section applies where a decision approving a voluntary arrangement has effect under section 437.

440. (1) Subject to this section, an application to the Court may be made, by any of the ^{Challenge of Decisions. persons specified in subsection (2), on the ground that -}

441. (1) If, for the purpose of obtaining the approval of the members or creditors of a company to a proposal for a voluntary arrangement, a person who is an officer of the company-

442. (1) This section applies where a voluntary arrangement approved by the meetings summoned under section 436 has taken effect.

CHAPTER 18 - ADMINISTRATION OF COMPANIES

NATURE OF ADMINISTRATION

443. (1) A person may be appointed as administrator of a company by-

444. (1) The administrator of a company may do all such things as may be necessary for the management of the affairs, business and property of the company, and shall perform his functions with the objective of-

445. The administrator of a company shall perform his functions as quickly and efficiently as is reasonably practicable.

446. An Administrator is an officer of the Court, whether or not he is appointed by the Court.

447. (1) A person may be appointed as administrator of a company only if he is qualified to act as an insolvency practitioner in relation to the company.

APPOINTMENT OF ADMINISTRATOR BY COURT

448. An administration order is an order appointing a person as the administrator of a company.

449. A Court may make an administration order in relation to a company, where it is satisfied that the-

450. (1) An application to the Court for an administration order in respect of a company (in this Act referred to as an "administration application") may be made by-

451. (1) On hearing an administration application, the Court may-

452. (1) Subject to section 450 of this Act, the holder of a floating charge in respect of a company's property may appoint an administrator of the company.

453. (1) A person shall not appoint an administrator under section 452 of this Act unless-

454. An administrator shall not be appointed under section 452 of this Act if -

455. (1) A person who appoints an administrator of a company under section 452 of this ^{Notice of Appointment. Act shall file with the Commission-}

456. The appointment of an administrator under section 450 of this Act takes effect when the requirements of section 447 of this Act are satisfied.

457. (1) A person who appoints an administrator under section 450 of this Act shall notify the administrator and such other persons as may be prescribed as soon as is reasonably practicable after the requirements of section 447 of this Act are satisfied.

458. (1) This section applies where-

APPOINTMENT OF ADMINISTRATOR BY COMPANY OR DIRECTORS OUT OF COURT

459. (1) A company may appoint an administrator out of Court.

460. (1) This section applies where an administrator of a company is appointed-

461. (1) If a moratorium for a company under this Part and any supportive schedule ends on a date when no voluntary arrangement is in effect in respect of the company, this section applies for the period of 12 months beginning with that date.

462. An administrator of a company shall not be appointed under section 459 of this Act where-

463. (1) Except where there is no secured creditor who has, or might have the right to appoint an administrator under section 452 of this Act or a receiver or any other person as envisaged under subsection (2), a person who proposes to make an appointment under section 469 of this Act shall give at least three working days' written notice by post, personal delivery, hand delivered mail, or email to any person who is or may be entitled to appoint -

464. (1) A person who gives notice of intention to appoint under section 458 shall file with the Commission as soon as is reasonably practicable a copy of-

465. (1) An appointment shall not be made under section 459 of this Act unless the person who makes the appointment has complied with any requirement of sections 462 and 463 of this Act -

466. (1) A person who appoints an administrator of a company under section 459 of this Act shall file with the Court-

467. A person commits an offence if, in a statutory declaration under section 464 (2), he makes a statement which-

468. Where a person is not entitled to notice of intention to appoint under section 455 (1), and section 457 of this Act, shall not apply-

469. The appointment of an administrator under section 459 of this Act takes effect when the requirements of section 464 of this Act are satisfied.

470. A person who appoints an administrator under section 459 of this Act -

471. Where, before the requirements of section 464 of this Act are satisfied, the company enters administration by virtue of an administration order or an appointment under section 450 of this Act -

ADMINISTRATION APPLICATION - SPECIAL CASES

472. (1) This section applies where an administration application in respect of a company-

473. (1) This section applies where-

474. (1) This section applies where the holder of a floating charge in respect of a company's property could appoint an administrator under section 452 of this Act but for section 452 (3) (b) of this Act.

475. (1) The liquidator of a company may make an administration application.

476. (1) Where there is a receiver of a company based on appointment by a holder of a fixed charge, the Court shall dismiss an administration application in respect of the company unless-

EFFECT OF ADMINISTRATION

477. (1) A petition for the winding-up of a company shall be-

478. (1) When an administration order takes effect in respect of a company, a receiver of the company appointed by a holder of a floating charge or by the Court shall vacate office.

479. (1) This section applies to a company in administration.

480. (1) This section applies to a company in administration.

481. (1) This section applies where an administration application in respect of a company has been made and the application has-

482. (1) If a company is in administration, every business document issued by or on behalf of the company or the administrator, and all the company's websites, shall state-

PROCESS OF ADMINISTRATION

483. (1) This section applies where a person becomes the administrator of a company.

484. (1) As soon as is reasonably practicable after appointment, the administrator of a company shall, by notice in the prescribed form, require one or more relevant persons to provide the administrator with a statement of the affairs of the company.

485. (1) A person required to submit a statement of affairs shall do so before the end of 11 working days beginning with the day on which he receives notice of the requirement.

486. (1) The administrator of a company shall make a statement setting out proposals for achieving the purpose of the administration.

487. (1) Subject to this Part, the administrator shall summon a meeting of the creditors Creditors' Meeting. of the company to be known as "creditors' meeting"-

488. (1) Each copy of an administrator's statement of proposals sent to a creditor under section 486 (4) (b) of this Act shall be accompanied by an invitation to creditors' meeting (an "initial creditors' meeting").

489. (1) Section 487 (1) of this Act does not apply where the statement of proposals states that the administrator thinks that-

490. (1) An initial creditors' meeting to which an administrator's proposals are presented shall consider them and may approve them-

491. (1) This section applies where-

492. (1) This section applies where an administrator reports to the Court that-

493. (1) The administrator shall summon further creditors' meeting if-

494. (1) A creditors' meeting may establish a Creditors' Committee. ^{Creditors' Committee.}

501. (1) A company in administration or an officer of a company in administration shall not exercise a management power without the consent of the administrator.

502. (1) The administrator of a company may make a distribution to a creditor of the company.

503. The administrator may make a payment other than in accordance with section 497 or subparagraph (m) of the Eleventh Schedule to this Act if he thinks it likely to assist achievement of the purpose of administration.

504. The administrator of a company shall, on his appointment take custody or control of all the property to which he thinks the company is entitled.

505. (1) Subject to subsection (2), the administrator of a company shall manage its affairs, business and property in accordance with any -

506. In performing his functions under this Part, the administrator of a company acts as its agent.

507. (1) The administrator of a company may dispose of or take action relating to property which is subject to a floating charge as if it were not subject to the charge.

508. (1) The Court may by order enable the administrator of a company to dispose of property which is subject to a security other than a floating charge as if it were not subject to the security.

509. (1) The Court may by order enable the administrator of a company to dispose of goods which are in the possession of the company under a hire-purchase agreement as if all the rights of the owner under the agreement were vested in the company.

510. (1) An administrator's statement of proposals under section 486 of this Act does not include any action which-

511. (1) A creditor or member of a company in administration may apply to the Court claiming that the administrator-

512. (1) The Court may examine the conduct of a person who-

CESSATION OF ADMINISTRATION

513. (1) Subject to subsection (2) the appointment of an administrator shall cease to have effect at the end of the period of one year beginning with the date on which it takes effect.

514. (1) An order of the Court under section 513 of this Act -

515. (1) In section 513 (2) (b) of this Act, "consent" means consent of-

516. (1) Consent, for the purposes of section 513 (2) (b) of this Act, may be-

517. (1) On the application of the administrator of a company, the Court may provide for the appointment of an administrator of the company to cease to have effect from a specified time.

518. (1) This section applies where an administrator of a company is appointed under section 443 or 448 of this Act.

519. (1) On the application of a creditor of a company, the Court may provide for the appointment of an administrator of the company to cease to have effect at a specified time.

520. (1) This section applies where a winding-up order is made for the winding-up of a company in administration on a petition presented under-

521. (1) This section applies where the administrator of a company thinks that-

522. (1) If the administrator of a company thinks that the company has no property which might permit distribution to its creditors, he shall send a notice to that effect to the Commission.

523. (1) This section applies where-

524. (1) This section applies where the Court makes an order under this Chapter providing for the appointment of an administrator to cease to have effect.

REPLACEMENT OF ADMINISTRATOR

525. (1) An administrator may resign only in prescribed circumstances.

526. The Court may by order remove an administrator from office.

527. (1) The administrator of a company shall vacate office if he ceases to be qualified to act as an insolvency practitioner in relation to the company.

528. Sections 529 - 535 of this Act shall apply where an administrator-

529. (1) Where the administrator was appointed by administration order, the Court may replace the administrator on an application under this subsection made by-

530. An administrator appointed under section 452 of this Act may be replaced by the holder of the floating charge by virtue of which the appointment was made.

531. (1) An administrator appointed under section 459 (1) of this Act, may be replaced by the company.

532. (1) An administrator appointed under section 459 (2) of this Act, may be replaced by the directors of the company.

533. The Court may replace an administrator on the application of a person listed in section 529 (1) of this Act if the Court is satisfied that-

534. (1) This section applies where an administrator of a company is appointed under section 452 of this Act by the holder of a floating charge in respect of the company's property.

535. (1) This section applies where-

536. (1) Where a person ceases to be the administrator of a company because-

537. (1) This section applies where a person ceases to be the administrator of a company, whether by reason of resignation, removal from office, cessation of appointment, death or otherwise.

GENERAL

538. (1) In this Chapter a reference to the appointment of -

539. (1) This section applies where two or more persons are appointed to act jointly as the administrator of a company.

540. (1) This section applies where two or more persons are appointed to act concurrently as the administrator of a company.

541. (1) Where a company is in administration, a person may be appointed to act as administrator jointly or concurrently with the person or persons acting as the administrator of the company.

542. An act of the administrator of a company is valid in spite of a defect in his appointment or qualification.

543. A reference in this Chapter to something done by the directors of a company includes a reference to the same thing done by a majority of the directors of a company.

544. (1) Unless otherwise provided, a person who commits an offence under this Penalties. Chapter is liable on conviction to a fine of at least N200,000.

is liable on conviction to a daily default fine of not less than N5,000.

545. (1) Where a provision of this Part provides that a period may be varied in ^{Extension of Time Limit. accordance with this section, the period may be varied in respect of a company-}

546. (1) A period specified in sections 483 (5), 487 (1) (b), or 488 (2) of this Act may be varied in respect of a company by the administrator with consent.

547. Where a period is extended under section 545 or 546, a reference to the period shall be taken as a reference to the period as extended.

548. (1) The Chief Judge of the Federal High Court may by order amend a provision of this Chapter which-

549. (1) In this Chapter -

"administrator" of a company means a person appointed under any of the means under this Chapter to manage the company's affairs, business and property;

"company" means-

"correspondence" includes correspondence by telephonic or other electronic means;

"creditors' meeting" has the meaning given under section 487 of this Act;

"enters administration" has the meaning given to it under subsection (2) (a);

"floating charge" means a charge which is a floating charge on its creation;

"in administration" has the meaning given to under subsection (2) (b);

"hire-purchase agreement" includes a conditional sale agreement, a chattel leasing agreement and a retention of title agreement;

"holder of a floating charge" in respect of a company's property has the meaning given under section 452 of this Act;

"market value" means the amount which would be realised on a sale of property in the open market by a willing vendor;

"purpose of administration" means an objective specified in section 444 of this Act; and

"unable to pay its debts" has the meaning given by section 572 of this Act.

CHAPTER 19 - RECEIVERS AND MANAGERS,

APPOINTMENT OF RECEIVERS AND MANAGERS

550. (1) The following persons shall not be appointed or act as receivers or managers of any property or undertaking of any company -

551. Where an application is made to the Court to appoint a receiver on behalf of the debenture holder or other creditors of a company which is being wound up by a court, an official receiver may be appointed.

552. (1) Notwithstanding the provisions of section 233 (1) (d) the Court may, on the application of a person interested, appoint a receiver or a receiver and manager of the property or undertaking of a company if the -

553. (1) A receiver or manager of any property or undertaking of a company appointed out of Court under a power contained in any instrument is, subject to section 554 of this Act, deemed to be an agent of the person or persons on whose behalf he is appointed and, if appointed manager of the whole or any part of the undertaking of a company, he is deemed to stand in a fiduciary relationship to the company and observe the utmost good faith towards it in any transaction with it or on its behalf.

554. A receiver or manager of the property of a company appointed under a power contained in any instrument, or the persons by whom or on whose behalf a receiver or manager has been so appointed may apply to the Court for directions in relation to any particular matter arising in connection with the performance of his functions, and on any such application the Court may give such directions or make such order declaring the rights of persons before the Court or otherwise, as it deems just.

555. (1) Where a receiver or manager of the property of a company has been appointed, the receiver or manager shall within 14 days give notice of his appointment to the Commission indicating the terms of and remuneration for the appointment, and every invoice, order for goods or business letter issued by or on behalf of the company, receiver, manager or liquidator of the company, being a document on or in which the company's name appears, shall contain a statement that a receiver or manager has been appointed.

DUTIES, POWERS AND LIABILITIES OF RECEIVERS AND MANAGERS

556. (1) A person appointed as a receiver of any property of a company shall, subject to the rights of prior encumbrances, take possession of and protect the property, receive rents and profits and discharge all out-goings in respect thereof and realise the security for the benefit of those on whose behalf he is appointed, but unless he is an appointed manager, he does not have power to carry on any business or undertaking.

557. (1) A receiver or manager of any property or undertaking of a company is personally liable on any contract entered into by him except in so far as the contract otherwise expressly provides.

558. (1) The Court may, on the application of the company or the liquidator, by order fix the amount to be paid by way of remuneration to any person who, under the powers contained in any instrument, has been appointed as a receiver or manager of the property of the company.

Provided that the power conferred by this paragraph shall not be exercised as respects any period before the making of the application for the order unless, in the opinion of the Court there are special circumstances making it proper for the power to be exercised.

PROCEDURE AFTER APPOINTMENT

559. (1) Where a receiver or manager of the whole or substantially the whole of the property of a company (in this section and in section 560 of this Act referred to as "the receiver") has been appointed on behalf of the holders of any debentures of the company secured by a floating charge, then, subject to the provisions of this section and of section 560 of this Act-

560. (1) The statements as to the affairs of a company required by section 559, to be submitted to the receiver (or his successor) shall, show as at the date of the receiver's appointment -

ACCOUNTS BY RECEIVER OR MANAGER

561. (1) Except where section 559 (2) of this Act applies, every receiver or manager of the property of a company who has been appointed under the powers contained in any instrument shall, within one month or such longer periods as the Commission may allow, after the expiration of the period of six months from the date of his appointment, and of every subsequent period of six months, and within one month after he ceases to act as receiver or manager, deliver to the Commission for registration an abstract in the prescribed form showing his receipts and his payments during that period of six months, or where he ceases to act, during the period from the end of the period to which the last preceding abstract relates, up to the date of his ceasing, and the aggregate amount of his receipts and of his payments during all preceding periods since his appointment.

DUTY AS TO RETURNS

562. (1) If any receiver or manager of the property of a company having -

CONSTRUCTION OF REFERENCES

563. Any reference in this Act to-

CHAPTER 20 - WINDING UP OF COMPANIES

MODES OF WINDING UP

564. (1) The winding up of a company may be effected -

(a) by the Court;

CONTRIBUTORIES

565. In the event of a company being wound up, every present and past member is liable to contribute to the assets of the company as provided in section 117 of this Act.

566. The term, "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 prior to the final determination of the persons who are to be deemed contributories, the expression includes any person alleged to be a contributory.

567. (1) The liability of a contributory creates a debt of the nature of an ordinary contract debt accruing and due from him at the time when his liability commenced, but payable at the time when calls are made for enforcing the liability.

568. (1) If a contributory dies either before or after he has been placed on the list of contributories, his personal representatives, heirs and devisees, are liable in due course of administration to contribute to the assets of the company in discharge of his liability and they are contributories accordingly.

569. (1) If a contributory becomes bankrupt, either before or after he has been placed on the list of contributories, then -

CHAPTER 21 - WINDING UP BY THE COURT

JURISDICTION

570. (1) The Court having jurisdiction to wind up a company is the Federal High Court within whose area of jurisdiction the registered office or head office of the company is situate.

CASES IN WHICH COMPANY MAY BE WOUND UP BY COURT

571. A company may be wound up by the court if -

572. A company is deemed to be unable to pay its debts if -

PETITIONS FOR WINDING UP AND ITS EFFECTS

573. (1) An application to the court for the winding up of a company shall be by petition presented subject to the provisions of this section, by -

574. (1) On hearing a winding-up petition, the Court may dismiss it, adjourn the hearing conditionally or unconditionally or make any interim order, or any other order that it deems fit, but the Court shall not refuse to make a winding-up order on the ground only that the assets of the company have been mortgaged to an amount equal to or in excess of those assets, or that the company has no assets.

575. Where a winding-up petition has been presented and an action or other proceeding against a company is instituted or pending in any Court (in this section referred to as "the Court concerned"), the company or any creditor or contributory may, before the making of the winding-up order, apply to the Court concerned for an order staying proceedings and the Court concerned may, with or without imposing terms, stay or restrain proceedings, or if it deems fit, refer the case to the Court hearing the winding-up petition.

576. In a winding up by the Court, any disposition of the property of the company, including things in action and any transfer of shares, or alteration in the status of the members of the company, made after the commencement of the winding up shall, unless the Court otherwise orders, be void.

577. Where a company is being wound up by the Court, any attachment, sequestration, distress or execution put in force against the estate or effects of the company after the commencement of the winding up is void:

Provided the provisions of this section do not apply to a fixed charge or any other validly created and perfected security interest other than a floating charge.

COMMENCEMENT OF WINDING-UP

578. (1) Where, before the presentation of a petition for the winding up of a company by the Court, a resolution has been passed by the company for voluntary winding up, the winding up of the company is deemed to have commenced at the time of the passing of the resolution, and unless the Court, on proof of fraud or mistake, deems it fit to direct otherwise, all proceedings taken in the voluntary winding up are deemed to have been validly taken.