01 May

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

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...

01 May

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Keir v Leeman (1846) 9 QB 371: When an Agreement to Drop Charges Becomes Illegal

Posted by Kolawole Adebowale

in 200 Level, Case Analysis, Educational Articles, Landmark Judgments, Law of Contract

Suppose a creditor has secured a judgment against a debtor, and in the process of enforcing it, the debtor's associates commit riot and attack a police officer. The creditor lays criminal charges. A third party then offers to pay the outstanding debt if the creditor drops the prosecution. The creditor agrees, abandons the charges, and the third party refuses to pay. Can the creditor sue to recover? That is precisely the question resolved in Keir v Leeman (1846) 9 QB 371. The answer was no. The Keir v Leeman agreement to stifle prosecution was held void as contrary to public policy,...

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...

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...

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

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

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

Keir v Leeman (1846) 9 QB 371: When an Agreement to Drop Charges Becomes Illegal

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

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

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

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

Registration Requirements for LLC in Nigeria: CAMA 2020 Guide

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

Patent Infringement and Remedies Under Nigerian Law

How to Register a Patent in Nigeria: The Application Process and the Deposit System Problem

Patentable Inventions in Nigeria: What the Patents and Designs Act Protects

Trademark Licensing and Assignment in Nigeria

Remedies for Trademark Infringement in Nigeria: Injunctions, Damages and Criminal Liability

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