27 April

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Registration Requirements for LLC in Nigeria: CAMA 2020 Guide

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...

20 April

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Trespass to Chattel, Conversion, and Detinue in Nigerian Law: A Complete Guide

Posted by Kolawole Adebowale

in 200 Level, Class Notes, Law of Torts

If you have studied trespass to land, the structure of trespass to chattel will feel immediately familiar. The same architecture applies: a direct, intentional or negligent interference with something that belongs to another person, actionable without proof of damage, protecting possession rather than ownership. The difference is only in what is being protected. Trespass to land guards your right to exclusive enjoyment of a piece of ground. Trespass to chattel guards your right to exclusive enjoyment of your moveable property. One protects what you stand on; the other protects what you carry, drive, use, and own. But where trespass to land...

20 April

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Malicious Prosecution in Nigerian Law: When False Accusations Become a Tort

Posted by Kolawole Adebowale

in 200 Level, Class Notes, Law of Torts

Every law student who has studied procedure knows that the law is not merely a sword the plaintiff wields against the defendant. It is also a shield. But what happens when someone picks up that shield and uses it as a weapon? When the criminal justice process, built to protect society from wrongdoers, is deployed not in the service of justice but in the service of revenge, envy, or commercial rivalry? Nigeria has a problem that practitioners know intimately but that textbooks rarely confront with sufficient directness. The police system is routinely weaponised. A debtor reports his creditor to the police...

Registration Requirements for LLC in Nigeria: CAMA 2020 Guide

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

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

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

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

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

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

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

Trespass to Chattel, Conversion, and Detinue in Nigerian Law: A Complete Guide

Malicious Prosecution in Nigerian Law: When False Accusations Become a Tort

Insurable Interest in Nigerian Insurance Law

Nature and Legal Meaning of Insurance in Nigeria

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

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