COMPANIES AND ALLIED MATTERS ACT  
                                                        CHAPTER 59 
                           LAWS OF THE FEDERAL REPUBLIC OF NIGERIA 1990 
                     
                     
                     
                     
                                                            Contents 
                                                                   
                                                                   
                                                             Part A 
                                                           Companies 
                     
                     
                   Part I           Corporate Affairs Commission 
                                      
                   Part II          Incorporation of Companies and incidental matters 
                                      
                   Part III         Acts by or on behalf of Company 
                                      
                   Part IV          Membership of the Company 
                                      
                   Part V           Share Capital 
                                      
                   Part VI          Shares 
                                      
                   Part VII         Debentures 
                                      
                   Part VIII        Meetings and Proceedings of Companies 
                                      
                   Part IX          Directors and Secretaries of the Companies 
                                      
                   Part X           Protection of minorities against illegal and oppressive conduct 
                                      
                   Part XI          Financial Statement of Audit 
                                      
                  Part XII       Annual Returns 
                                   
                  Part XIII      Dividends and Profits 
                                   
                  Part XIV       Receivers and Managers 
                                   
                  Part XV        Winding-up of Companies 
                                   
                  Part XVI       Arrangements and Compromise 
                                   
                  Part XVII      Dealings in Companies Securities 
                                 The entire part (Section 541 – 623) has been repealed by section 263 (1)(d) of the 
                                 Investments and Securities Decree No 45 of 1999 
                                   
                  Part XVIII     Miscellaneous and supplemental 
                    
                    
                                                        Part B 
                                                             
                                                    Business Names 
                                                             
                                                             
                                                        Part C 
                                                             
                                                Incorporated Trustees 
                                                             
                                                             
                                                        Part D 
                                                             
                                                      Short Title 
                                                             
                                                             
                                                       Schedules 
                                                             
                                                             
                                                                                                      
                                                             
                                                              
                   
                                                            
                                COMPANIES AND ALLIED MATTERS ACT  
                                            CHAPTER 59 
                     LAWS OF THE FEDERAL REPUBLIC OF NIGERIA 1990 
                 
                 
                                                                          nd
                                                                         2  January 1990 
                 
                 
               An Act to establish the Corporate Affairs Commission, provide for the 
               incorporation of companies and incidental matters, registration of business names 
               and the incorporation of trustees of certain communities, bodies and associations. 
                 
                 
                 
                 
                                                 Part A 
                                               Companies 
                                                     
                                                     
                                                 Part I 
                                       Corporate Affairs commission 
                 
                 
               1.    (1)      There is hereby established under this Decree, a body to be known as the 
                      Corporate Affairs Commission (in this Decree referred to as "the 
                      Commission"). 
                 
                   (2)     The Commission shall be- 
                     
                      (a)     a body corporate with perpetual succession and a common seal; 
                        
                      (b)    capable of suing and being sued in its corporate name; and 
                        
                      (c)    capable of acquiring, holding or disposing of any property, movable or 
                         immovable, for the purpose of carrying out its functions. 
                     
                   (3)     The headquarters of the Commission shall be situated in the Federal 
                      Capital Territory, Abuja, and there shall be established an office of the 
                      Commission in each State of the Federation. 
                 
               2.     The Commission shall consist of the following members, that is- 
                 
                      (a)     a chairman who shall be appointed by the President, Commander-in 
                         Chief of the Armed Forces on the recommendation of the Minister, being 
                         a person who by reason of his ability, experience or specialised 
                         knowledge of corporate, industrial, commercial, financial or economic 
                         matters or of business or professional attainments would in his opinion 
             be capable of making outstanding contributions to the work of the 
             Commission; 
             
           (b)     one representative of the business community, appointed by the 
             Minister on the recommendation of the Nigerian Association of 
             Chambers of Commerce, Industries, Mines and Agriculture; 
             
           (c)     one representative of the legal profession, appointed by the Minister on 
             the recommendation of the Nigerian Bar Association; 
             
           (d)    one representative of the accountancy profession, appointed by the 
             Minister on the recommendation of the Institute of Chartered 
             Accountants of Nigeria 
             
           (e)    one representative of the Manufacturers Association of Nigeria, 
             appointed by the Minister on the recommendation of the Association; 
             
           (f)     one representative of the Securities and Exchange Commission not 
             below the grade of a Director or its equivalent; 
             
           (g)     one representative of each of the following Federal Ministries, that is- 
             
             (i)     Trade and Tourisms, 
               
             (ii)     Finance and Economic Development, 
               
             (iii)     Justice, 
               
             (iv)     Industry and Technology; and 
             
           (h)     the Registrar-General of the Commission. 
          
        3.    (1)     Subject to the provisions of subsection (2) of this section, a person 
           appointed as a member of the Commission (not being an ex-officio member) 
           shall hold office for three years and shall be eligible for re-appointment for 
           one further term of two years. 
          
          (2)     The minister may, with the approval of the President, Commander-in 
           Chief of the Armed Forces at any time remove any member of the 
           Commission from office if the Minister is of the opinion that it is not in the 
           interest of the Commission for the member to continue in office and shall 
           notify the member in writing to that effect. 
            
          (3)     The members of the Commission except the Registrar-General shall be 
           part-time members of the Commission.