10 May

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Edokpolo & Co. Ltd v. Sem-Edo Wire Industries Ltd & Ors. (1984) 7 S.C. 119; (1984) N.S.C.C. 553 — Supreme Court of Nigeria, 12 July 1984

in Case Analysis, Company Law, Landmark Judgments, Study Resources

Area of Law: Company Law — Pre-Incorporation Contracts; Ratification; Corporate Personality; CAMA Every Nigerian corporate law course places this case at the centre of its pre-incorporation contracts lecture. The principle extracted from it, that a company is not bound by contracts made on its behalf before it existed, and cannot ratify them after, is stated as settled authority in textbooks, lecture notes, and examination answers. What nobody in that tradition stops to examine is Bello JSC's concurring judgment. Bello JSC agreed with the outcome. He did not agree with how the majority got there. His position, that the case should not have...

09 May

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Yalaju-Amaye v Associated Registered Engineering Contractors Ltd [1990] 4 NWLR (Pt. 145) 422

Posted by Kolawole Adebowale

in Case Analysis, Company Law, Landmark Judgments

Engineer Samuel Diden Yalaju-Amaye v Associated Registered Engineering Contractors Ltd & Ors (SC 198/1986) [1990] 4 NWLR (Pt. 145) 422, Supreme Court of Nigeria Area of Law: Company Law — Director Removal, Board Meeting Procedure, Minority Shareholder Protection, Foss v Harbottle A founding engineer named in his company's Articles of Association as permanent Managing Director was pushed out of his own company through a combination of shouting, a fabricated extraordinary general meeting, and forged board minutes. The Supreme Court restored him. In doing so, it confirmed that a director cannot be removed without strict compliance with the statutory procedure under the...

01 May

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Share Capital and Classes of Shares in Nigerian Company Law: Rights, Types, and CAMA 2020 Explained

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law

When an investor in Lagos buys shares in a company listed on the Nigerian Exchange Group, she is not simply handing over money in exchange for a receipt. She is acquiring a chose in action: a bundle of legally enforceable rights and liabilities that attach to her in her capacity as a shareholder, defined by the company's constitution, regulated by CAMA 2020, and enforceable against the company in court. What those rights are, how much liability she bears, how her shares compare to those of other shareholders in the same company, and how the company's share capital is structured and...

01 May

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Company Meetings in Nigeria Under CAMA 2020: AGM, Statutory, EGM, and Resolutions Explained

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law

A company, as an artificial legal person, cannot think, deliberate, or decide on its own. It acts through human agents, its directors in day-to-day management and its members in matters reserved for their collective decision. The vehicle through which members collectively exercise their governance powers is the general meeting. In Nigerian company law, the general meeting is not merely a corporate formality: it is the primary constitutional forum through which the company's ultimate owners, the members, assert control over its direction, ratify major decisions, appoint and remove directors, approve accounts, and exercise the rights that membership of a company confers. The...

01 May

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How to Acquire Membership of a Company in Nigeria and Who Qualifies

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law, Educational Articles, Exam Preparation, Study Resources

In Nigerian company law, being a shareholder and being a member of a company are not the same thing. A person may hold shares in a company without yet being its member. A member may cease to hold shares and yet remain on the register. The distinction, which Nigerian courts have consistently maintained, is not a technicality. It determines who may vote at general meetings, who may enforce the articles as a statutory contract, who bears liability in a winding up, and whose name appears on the document that constitutes the ultimate proof of membership: the register of members. This article...

01 May

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Articles of Association in Company Law: Functions, Contents, and Effect

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law, Exam Preparation, Study Resources

If the memorandum of association is the company's external face, the articles of association are its internal soul. The memorandum tells the world what the company is called, where it is based, and what it is authorised to do. The articles tell the company itself how to do it: how meetings are called and conducted, how directors are appointed and removed, how shares are transferred, how dividends are declared, and how disputes between members are resolved. Every incorporated company in Nigeria must have articles of association, and the rules they contain govern the day-to-day operational and governance life of the...

29 April

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The Memorandum of Association in Nigerian Company Law: Content, Purpose, and Legal Effect

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law, Exam Preparation, Study Resources

There is a well-known description of the memorandum of association as the company's charter, the document that defines its relationship with the outside world. While the articles of association govern the company's internal affairs, the memorandum announces to the world what the company is, what it is authorised to do, and the conditions under which its members have agreed to associate. Every company incorporated in Nigeria must have a memorandum. Without it, registration is impossible. With it, the company acquires its name, its identity, its objects, and the framework within which it will operate for the entirety of its existence. Understanding...

29 April

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Effect of Certificate of Incorporation in Nigerian Law: What Happens After Registration

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law

The journey from idea to incorporated company ends at a precise legal moment. Not when the memorandum and articles of association are signed. Not when the application is filed at the Corporate Affairs Commission. Not when the filing fees are paid. The company comes into existence at the moment the Registrar-General issues the certificate of incorporation. That document, a single page bearing the company name, its registration number, and the date of incorporation, is one of the most consequential legal instruments in Nigerian commercial practice. Everything that follows in a company's legal life, every contract it signs, every asset it holds,...

29 April

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Promoters in Nigerian Company Law: Who They Are, Their Duties, and Their Liabilities

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law, Exam Preparation, Study Resources

Every company has a moment of conception before its moment of birth. The certificate of incorporation marks the legal birth. But before that certificate is issued, before the memorandum and articles of association are filed, before the CAC name reservation is made, someone must have had the idea, taken the initiative, and set the whole process in motion. That person, or those persons, are the promoters of the company. The promoter is one of the most important yet least visible figures in company law. After incorporation, directors and shareholders occupy centre stage. But in the critical period between the decision to...

29 April

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What are the Effects of Pre-Incorporation Contracts under Nigerian Law?

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law, Exam Preparation

Suppose a group of entrepreneurs intends to open a chain of fast food restaurants across Lagos. They have identified a suitable property in Victoria Island, negotiated terms with the landlord, and need to sign a lease. There is one problem: their company has not yet been incorporated. The Corporate Affairs Commission has not yet issued a certificate. In law, the company does not exist. Can they sign the lease on behalf of the company? If they do, will the company be bound by it once it is incorporated? And if the landlord later disputes the lease, who can he sue? These...

Company Law

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