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CAMA Act And Companies Establishment In Nigeria



Company is an association formed for the purpose of carrying on business or other activities aimed at making profit or maximum return, once incorporated, a company become a legal person. A legal person is an entity which the law regards as having right and duties.

In Niger there are two distinct categories of person namely:

(1) Natural persons

(2) Artificial persons or corporation

Corporations are artificial entities which the law regards as existing once the procedure for their establishment has been complied with, cooperation therefore differ from unincorporated association. Example include Partnership Entrepreneurship, Social and charitable organizations, Trade union etc.

TYPES OF CORPORATION: there are two types namely.

1. Corporation sole

2. Corporation Aggregate

corporation sole: is a legal person representing an official position, the post is usually occupied by series of successive human being like the bishop or oba or Emir or vice chancellor of a university

Corporation Aggregate: is also a legal person formed by a person group of people for the purpose of carrying on certain activities Especially trading for profit, they are simply known as companies, they usually have more members for example, limited liability Companies as well as government parastatals.

As learnt by OAU VOICES, The Nigeria company legislation evolved from the English company law and practice. The cession of Lagos in 1861 brought in its wake an upsurge in commercial and business activities especially in those area bestirring the river Niger, most of the earlier companies operating in the then Nigeria colony especially the Royal Nigerian Company were incorporated in England and were granted “Royal Charter” like their similar outfit in other part of the world namely the east Indian company and the south sea company.

Trading activities continued to expand and by 1912 the first company Ordinance in Nigerian was promulgated. It provided for incorporations of companies by registration and its coverage was only Lagos and environs.

The year 1917 witnessed another companies ordinance which not only amended the 1912 ordinance but extended the coverage of the 1917 company legislation to the whole country.
Fast forward to January 1990 the companies and Allied Matters Act hereinafter referred to as C.A.M.A No 1 of 1990 (as amended) was signed into law thus repealing the 1968 companies Act.

The new law was a comprehensive place of legislation which embraced the various common law principles and the doctrine of equity as they relates to company practices

some features of the companies and allied matters act 2020

It establish a corporate affair commission hereafter referred to as the CAC to replace the former companies act.

As for the formations of the company under the CAMA any two or more persons may now form a company

The CAMA also modified the application of doctrine of Ultra vires that means a company shall not carry out any business not authorised by its memorandum and neither shall it exceed the power contained in the memorandum

The new CAMA act 2020 provides for an electronic means of filling/submission of incorporation also electronic means of signature in provision of the Evidence Act

CAMA 2020 also gives express provision for the CAC to withdrawal and cancellation of reserve name that seems identical or nearly resemble another register corporation

The new CAMA act also give provision for private companies to hold electronic meetings, this is only restricted to private limited liability companies as the public companies still hold its meeting’s physically.

Common seal : the use of common seal has now been made optional by the CAMA 2020. Thus, an authorized signature of a company is now sufficient execution of any contract undertaken by a company.

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