29 April

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

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...

27 April

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Registration Requirements for LLC in Nigeria: CAMA 2020 Guide

Posted by Kolawole Adebowale

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

You cannot simply decide one morning that your business is now a company. No matter how long you have been trading, no matter how large your operations, and no matter how many employees you have, a company comes into existence in Nigerian law only when the Corporate Affairs Commission issues a certificate of incorporation. Before that certificate can be issued, a specific set of conditions must be satisfied. These are the legal requirements for forming an LLC in Nigeria, and they are statutory: imposed by the Companies and Allied Matters Act 2020, and neither the Commission nor any applicant has...

27 April

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Types of Business Organisations in Nigeria: Sole Proprietorship, Partnership, and Companies

Posted by Kolawole Adebowale

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

Imagine two final-year students at the University of Ibadan who decide to start a small tech consultancy after graduation. They have the idea, the skills, and the drive. What they have not yet decided is what legal form their business should take. Should one of them register it as a sole proprietorship in her name alone? Should both of them enter a partnership? Or should they incorporate a company and enjoy limited liability from the outset? Each option carries different legal consequences for ownership, liability, taxation, and management. This is not merely a theoretical exercise. The choice of business form is...

27 April

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The Corporate Affairs Commission (CAC): Functions, Powers, and Legal Status

Posted by Kolawole Adebowale

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

Every business in Nigeria, whether a small sole proprietorship operating a provision store in Onitsha or a multinational company listed on the Nigerian Exchange Group, must pass through the same door before it can be said to exist in the eyes of the law. That door is the Corporate Affairs Commission. It is impossible to study Nigerian company law seriously without understanding what the CAC is, what it does, how it is constituted, and what powers it wields. This article addresses each of those questions in turn. The Establishment of the CAC Before 1990, the registration and administration of companies in Nigeria...

27 April

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The Development of Company Law in Nigeria: Ordinances, Acts, and the Road to CAMA

Posted by Kolawole Adebowale

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

Before tracing its development, it helps to be clear about what company law actually governs. At its core, company law is the body of rules that determines how groups of persons may organise themselves for business purposes, how such organisations acquire legal personality, how they are governed and managed, how their members' interests are protected, and how they come to an end.¹ In the Nigerian context, the subject is inseparable from the broader question of how the economy is organised. Every registered company, from a small private firm with two shareholders to a publicly listed conglomerate traded on the Nigerian Exchange...

26 April

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Corporate Personality in Nigerian Law: The Salomon Principle and the Veil of Incorporation

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law, Educational Articles

Every year in Nigeria, thousands of companies are incorporated through the Corporate Affairs Commission. The promoters sign the memorandum of association, pay the prescribed fees, and receive their certificate of incorporation. What many of them do not immediately grasp is that something remarkable has happened at the moment that certificate is issued: a new legal person has come into existence. Not a human person, but a person nonetheless, one capable of owning property, entering contracts, suing and being sued, and outliving every human being who created it. This is the doctrine of corporate personality, and it is the single most foundational...

26 April

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History of Company Law in Nigeria: From Trade by Barter to CAMA 2020

Posted by Kolawole Adebowale

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

Long before a single ordinance was drafted, before any company was registered, before the term "corporate personality" entered the Nigerian legal vocabulary, commerce existed. The Yoruba marketplace, the trans-Saharan trade routes of the Hausa-Fulani north, the Igbo long-distance trading networks: these were sophisticated systems of exchange, credit, and commercial trust operating entirely outside any written legal framework. Trade was by barter. Obligation was enforced by custom, community, and reputation. There was no concept of a company. There was no need for one. That world was not inferior. It was simply different. And it was this world that colonial contact transformed, first...

20 April

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The Tort of Deceit in Nigerian Law: Fraudulent Misrepresentation and Liability

Posted by Kolawole Adebowale

in 200 Level, Class Notes, Law of Torts

Fraud, as Nigerians understand it practically, has many faces. There is the "yahoo boy" who defrauds a foreign national through advance fee schemes. There is the land vendor in Lekki who sells the same plot of land to three different buyers. There is the developer in Osapa London who collects completion payments from fifty subscribers while knowing, from day one, that he has no building permit. And there is the more intimate kind of fraud: the man who promises marriage to a woman, receives her financial support and possibly much more, and then vanishes or reveals that he was already...

20 April

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The Tort of Conspiracy in Nigerian Law: Elements, Defences, and Remedies

Posted by Kolawole Adebowale

in 200 Level, Class Notes, Law of Torts

You are a successful frozen fish trader in Mushin Market. Three of your competitors, who together control the supply chain in your area, decide privately that your growing market share threatens them. They agree, informally but deliberately, to collectively refuse you supply. They have not lied to you. They have not threatened you. Each of them, individually, has done nothing unlawful. But together, their combination brings your business to its knees. This is the scenario that sits at the heart of the tort of conspiracy, and it raises one of the more intellectually interesting questions in Nigerian tort law: when does...

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