29 Dec

COMPANY LAW 1.11 CAPACITY AND LIABILITY OF A COMPANY

CAPACITY AND LIABILITY OF COMPANIES. Under this, we shall be discussing the following: Constructive Notice Rule: Section 35 (1a) CAMA requires memat to be registered with the CAC. Such registration makes the MEMAT public documents. The old rule states that any person dealing with the company is deemed to have constructive notice of the company’s […]

29 Dec

COMPANY LAW 1.10 LEGAL EFFECTS OF THE MEMO AND ARTICLES

LEGAL EFFECTS AND NATURE OF THE MEMART[1]. Articles are subordinate to the Memo and cannot modify it–Guinness V Land Corporation of Ireland. In Ashbury V Watson[2] the court held that the rights of preference shareholders set out in the article which conflicted with the memorandum were void to the extent of its inconsistency with the […]

29 Dec

COMPANY LAW 1.9 ALTERATION OF ARTICLES OF ASSOCIATION

ALTERATION OF THE ARTICLES. :: Subject to the provisions of the CAMA and MEMART, it can be amended by a special resolution-Section 48. :: A co cannot be restrained from altering its articles but it may pay damages[1] to a third party (it has contracted with) that is injured by the alteration-Punt V Symons Ltd[2]. […]

29 Dec

COMPANY LAW 1.8 ALTERATION OF CONTENTS OF THE MEMORANDUM OF ASSOCIATION

ALTERATION OF THE MEMO. See Section 44. Initially, alteration was prohibited as the memo was seen as the constitutional and fundamental document. Today, the memo can generally[1] be altered except the company provides a restriction clause in the memo that prohibits alteration of the Memo. We shall focus on alteration of name and object clause […]

29 Dec

COMPANY LAW 1.7 CAPACITY AND POWERS OF A COMPANY

CAPACITY AND POWERS OF A COMPANY. On this, we shall be focusing on the Memorandum and Articles of Association. See Part II CAMA. The memorandum is superior to the Article and the provisions in the Article cannot override the provisions of the memorandum-Guinness V Land Corporations of Ireland. THE MEMORANDUM This is the basic document […]

29 Dec

COMPANY LAW 1.6 LIFTING THE VEIL OF INCORPORATION

LIFTING THE VEIL OF INCORPORATION. Lord Denning in Littlewoods Mail Order Stores Ltd V IRC noted that “the doctrine in Salomon V Salomon has to be watched very carefully”… “courts can often draw aside the veil… to see what really lies behind”. Lifting the veil occurs where the courts or law disregard the corporate personality […]

29 Dec

COMPANY LAW 1.5 CONSEQUENCES OF INCORPORATION

CONSEQUENCES OF INCORPORATION. It confers corporate personality-Section 37 CAMA “shall be a body corporate… power to hold land, having perpetual succession and common seal…” The company can sue and be sued– Njoku V UAC Foods: Baroda V Iyalabani Ltd: Vulcan V Gessellschaft: Igwe V Kalu and a host of other cases[1] This “corporate personality” gives […]

29 Dec

COMPANY LAW 1.4 INCORPORATION AND PRE-INCORPORATION CONTRACTS

INCORPORATION OF COMPANIES. How can a company be formed? By Grant of Royal Charter: This operated under the monarchical systems. Given to ecclesiastical bodies and others. E.g. Bank of England and Whales. By Registration: either as a private or public company. After dividing into Public or Private Company, there is a further sub division of […]

29 Dec

COMPANY LAW 1.3 THEORIES OF CORPORATE LAW

THEORIES OF CORPORATE LAW[1]. The concession /Grant Theory: that the company derives its personality and power from the concession granted to it by the State. Fiction Theory: Adherents include; Pope Innocent IV, Von Savigny, Blackstone, Edward Coke, Salmond amongst others. That the company is a fictional personality distinct from its members-Salomon V Salomon. It is […]

29 Dec

COMPANY LAW 1.2 REGULATORY BODIES

ADMINISTRATIVE AND REGULATORY BODIES. This topic briefly focuses on the CAC and SEC[1] THE CORPORATE AFFAIRS COMMISSION (CAC) Section 1 of the CAMA establishes it as a body corporate with perpetual succession and common seal can sue and be sued, hold and dispose properties and perform its functions independently. HQ at the FCT with branches […]

29 Dec

COMPANY LAW 1.1 HISTORY AND SOURCE

HISTORY OF COMPANY LAW. :: History being a record of past events shapes the future-Prof Abugu. :: When did the “company-like” form rear its head and how did it evolve over the years? Some scholars say the history of Company Law is traceable to the practice of Italian Merchants[1] others say it is traceable to […]