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CORPORATE LAW PRACTICE (NLS)

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This PDF contains succinct yet detailed Key-Points. Directly tailored to suit the Nigerian Law School Curriculum and particularly focused with the Bar Finals exam in mind – which prefers apt language and understanding the accompanying drafts are strictly apt with an exam scenario in mind. Composition Date (2017).

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PREVIEW OF CORPORATE LAW PRACTICE

WEEK 3.

TOPIC: AN OVERVIEW OF THE LEGAL FRAMEWORK AND REGULATORY BODIES ON CORPORATE LAW PRACTICE IN NIGERIA.

HIGHLIGHTS OF THE CAMA 1990.

  • Promulgated on 2nd January, 1990 and commenced on 31st December 1990.
  • It incorporates various principles of law and equity, has detailed provisions on Directors, Members, Secretaries, Accounts, Auditors, Meetings, Memo and Articles, e.t.c. It also establishes the CAC as a body corporate with perpetual succession and a common seal capable of suing and being sued[1].

:: OSIC:

:: ACCREDITATION AND REGISTRATION: To ensure best practices, CAC and SEC often require accreditation or registration (respectively) of professionals dealing with it.

:: ACCREDITATION WITH CAC: Legal Practitioners, Accountants and Chartered Secretaries who are the only professionals that can deal with the CAC on matters of PART A (companies), CAMA must be formally accredited with the CAC. This is by filling and returning Accreditation Form A or B with –two passport photographs, Qualifying Certificate (e.g. Call to Bar Certificate for Lawyers), Practicing Fee receipt for the year, NYSC discharge or exemption Certificate, and Accreditation Fee of 2,500 or 5,000 for individual or firms respectively. An Identity Card with unique serial number[2] is then issued. The lawyer is at an advantage because only him can fill CAC Form 4 statutory Declaration of Compliance with the Requirement of CAMA for the registration of a company” Section 35(3) CAMA.

:: REGISTRATION WITH SEC: though challenged in S.E.C v Professor A.B Kasunmu, ISA 2007 now provides that professionals are to register with SEC. This is done by filling SEC Form 2, evidence of payment of current practicing fee, payment of application fee (1k individual, 20k firm), statement that ISA has been complied with. Additionally, businesses are to forward CTC of business name/partnership deed, CV of at least 2 officers, full postal and electronic address, evidence of minimum net worth (2,000,000 firm, 500k individual). Then applicant participates in SEC Training School. See Section 38 ISA, 178 SEC Rules.

 

 

WEEK FOUR.

TOPIC: CHOICE OF BUSINESS ORGANIZATION AND FORMATION (1)- COMPANIES.

Under CAMA, Organizations are broadly classified into business[3] and non-business[4]. CAC registers such except statutory corporations and cooperative societies.

:: STATE THE TYPES OF COMPANIES THAT CAN BE REGISTERED. The types are largely 6.

A company may be a PRIVATE or PUBLIC company in which the liability of members are; 1. Limited by Shares. OR 2. Limited to the amount in which each member guarantees/undertakes to contribute in the event of the company’s winding up. OR 3. Unlimited.

The type of the company is determined by the MEMO.

A Private Co should have authorised share capital of 10,000, restrict transfer of shares (excluding authorized private banking business) and membership should generally be within 2-50.

:: ADVISE ON SUITABILITY OF EACH. In doing so wo appraise the object, size of members and company, sphere of operation, transferability of shares (Section 22 CAMA), formalities, capital, whether the company would be issuing shares to the public (then better go for public co), and cost of registration.

[1] The chief executive officer of the CAC is the Registrar-General who must be a legal practitioner qualified for not less than 10 years with 8 years in Company Law Practice.

[2] This number shall be used in CAC forms he uses.

[3] The three business organizations are sole proprietorships, partnerships, and incorporated companies.

[4] The two non-business organizations are incorporated trustees and companies limited by guarantee.

 

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