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22 Jan

CORPORATE LAW PRACTICE WEEK 3 (OVERVIEW)

WEEK 3.

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

:: PRINCIPAL LAWS, SUBSIDIARY LEGISLATIONS AND REGULATORY BODIES ON CORPORATE LAW PRACTICE.

:: FEATURES AND FUNCTIONS OF THE REGULATORY BODIES.

S/N LAW REGULATORY BODY EST SECTION FUNCTIONS[1]
1. Companies and Allied Matters Act 1990. Corporate Affairs Commission. S 1 CAMA. S 7 CAMA. To implement the CAMA which includes; Register, supervise and Investigate Companies and other forms of businesses.
2. Investments and Securities Act 2007 Securities and Exchange Commission[2]. S 1 ISA. S 13 ISA-SEC Regulates the Nigerian Capital Market, its stakeholders/players[3] and Transactions[4] conducted therein to ensure development and transparency.
3. Nigerian Investment Promotion Commission Act[5] 1995? Nigerian Investment Promotion Commission S 1 NIPCA Promote Foreign Investment in Nigeria and grant fiscal concessions therewith. Note its Establishment of OSIC.
4. Foreign Exchange (Monitoring and Miscellaneous Provisions) Act. CBN, Minister of Finance. S 1 FE(MMP)A.  
5. National Office for Technology Acquisition and Promotion Act National Office for Technology Acquisition and Promotion. S 1 NOTAPA. To invigilate the transfer of foreign technology to Nigeria.
6. Industrial Inspectorate Act 2007 Industrial Inspectorate Division (Federal Ministry of Industry). S 1 IIA 2007.  
7. Immigration Act      
8. Companies Income Tax (Amendment) Act 2007. Federal Inland Revenue Service (FIRS) S 1 FIRSEA Generally administers Federal Taxes one of which is Companies Income Tax.
9. Asset Management Corporation of Nigeria Act 2010. Asset Management Corporation of Nigeria. S 1 AMCONA Resolve liquidity problems in the financial sector and disposal of bank assets.
10. Federal High Court Act Federal High Court. S 1 FHCA, S 249 1999 Constitution. Jurisdiction on Corporate Matters-Section 251, 1999 Constitution.
11. Banks and Other Financial Institutions Act Central Bank of Nigeria (CBN) S 1 CBNA Apex Regulator of Financial Institutions in Nigeria.
12.   NSE   Provides trading floor for sale and purchase of securities.
13.   National Council of Privatization   Determine policy on privatization and commercialisation which BPE implements.
14. Nigerian Communications Commission Act NCC    
16. NAFDAC      
17.   Nigerian Copyright Commission.    
         

:: SUBSIDIARY LEGISLATIONS.

 

[1] You can add two functions. 1. To administer the act and 2. Advise the Public.

[2] Metamorphosed from Capital Issues Committee 1962-to SEC in 1978. Encapsulated in the promulgation of SEC Decree 1979-1999-2007.

[3] Market Operators, Special Savings Schemes, etc.

[4] Like Securities Exchanges, Mergers, Acquisitions and so on.

[5] The NIPC Act repealed the Industrial Development Coordinate Committee Act and Nigerian Enterprises Promotion Decree.

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.

 

[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.

Isochukwu

Quite eccentric really

Comment (1)
Ajeleti Iyanuoluwa
20/02/2020

This was very helpful

Reply

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