Notes by Abubakar A.

I 1

NOTES BY ABUBAKAR A.I

He

PRESENTS

COMPANY LAW

LWCM 501

LIVE NOTES BY ADAMU

ABUBAKAR ISA

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Notes by Abubakar A.I 2

Preface
These notes, typed directly from each class aim to preserve a record of our Company Law
classes.
All full names included are part of the over 400 names of my peers I have been privileged to
know throughout my LLB journey. All mentions of names are merely to serve as a future
reminder of the good memories we shared in the past.
It is hoped that these notes will offer future law students a simulation of our classroom
experience and aid in their understanding of the subject matter.
I extend my sincere appreciation to all members of the Law Class of 2023.
Furthermore, it is with deep sadness that I acknowledge the passing of our esteemed
classmates: Miss Alabi Hamdallah Adekilekun, Hon. Abdulaziz Muhammed, and Mallam
Yahaya Nawawi Abubakar. They will be greatly missed.

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Notes by Abubakar A.I 3

Acknowledgments
I would like to express my sincere gratitude to all the members of the Law Class of 2023 for
their active participation and insightful contributions to our class discussions.
A special thank you is due to Josiah Joy Oyiza, Airede Princess Habiba, Raji Nafisat
Abdulwaliyu, Olaniyan Abdus-salam Akinbola, Musa Ummulkhairi Damina, Adaji Favour
Omojo and Abubakar Faiza Umar, whose diligent note-taking were essential in capturing the
early lectures on this and other courses in the past.
I am also deeply grateful to Professor Andrew Akume Aondona and Dr. Hannatu Adamu for
their engaging lectures and dedication to our learning.
Finally, I acknowledge the contributions of all other classmates whose questions, comments,
and perspectives enriched our classroom experience and shaped the content of these notes.
While it is not possible to name everyone individually, their collective presence and
engagement were deeply appreciated.

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Notes by Abubakar A.I 4

Disclaimer
These notes are my personal compilation of classroom lectures and discussions for the
Company Law course at the Faculty of Law, Ahmadu Bello University, Zaria, during the
2024/2025 academic year.
They are intended solely for personal study use and should not be considered a definitive or
official record of the course content.
While every effort has been made to ensure accuracy, these notes may contain some little
omissions, or errors. They are not a substitute for attending lectures, reading assigned
materials, or consulting official course resources.
For accurate and up-to-date information, please refer to the official course materials, the
Companies and Allied Matters Act, 2020, and other relevant resources.

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Notes by Abubakar A.I 5

© Abubakar A.I. 2025. All rights reserved.

These notes are the property of Abubakar A.I, and are intended for personal, educational
purposes only.

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Notes by Abubakar A.I 6

NOTE GUIDE

Blue – all parts written in blue are exact or verbatim

quotations or definitions.

Green – all parts written in green are timelines of dates and

descriptions of activities from my perspective.

Red – all parts written in red are the lecturer’s obiter and
general description of activities. Some are also from my
perspective.

Hyperlinks – all parts with a hyperlink, indicated with a blue

underlined text are links to websites and various relevant
resources, such as a link to download a statute mentioned in
class on one click. Click on this and see what happens!

Bold – all parts bolded are for emphasis. They are mostly for
case laws, statutory authorities, citations, etc.

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Notes by Abubakar A.I 7

Thursday, 9th January 2025

This part was completed with Josiah Joy Oyiza’s note. Thank you Joy, for always coming in
the morning, afternoon and evening.

Overview of First Semester Course Outlime

1. Introduction
a. Definition
b. Types of Companies
c. Institutional Agencies for the Administration of Company Law
d. Company/Other Business Organisations
2. Formation of Companies
a. Capacity and right to form a company
b. Process of incorporation/registration of companies
c. Company constitutional documents (Memorandum of Association and Articles
of Association)
d. Certificate of Incorporation
e. Re-registration of companies
3. Consequences of Incorporation
a. Corporate personality and lifting of the corporate veil
b. Legal relationship between the company and its members and officers
4. Corporate Capacity
a. Pre-incorporation contracts
b. Company contracts and the doctrine of ultra-vires
c. Acts of and on behalf of the company
5. Sources of Corporate Capital
a. Shares
b. Debentures

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Friday, 10th January 2025

INTRODUCTION
We will be focusing on Nigerian Company law even though company law across different
nations of the world has universal application with minor differences. This is because all
countries of the world engage in business.
The law that governs the formation, incorporation and winding-up of company is called
Company Law.

WHAT IS A COMPANY?
There are terminologies we should take note of; registered company and incorporated
company. A registered company and an incorporated company mean the same thing. We will
be focusing on studying what a registered company is.
There are companies we call business names. They are partnerships that are not incorporated
or registered. However, there are partnerships that are incorporated. The word company can
mean registered or unregistered.
A company that is not registered does not mean that it is not registerd with the Corporate
Affairs Commission (CAC). It only means that they’re not incorporated, but that they are
legal.
In order to identify the differences, we classify company as either an incorprated company or
registered business name.
When a business is carried out by 2 or more persons, it is a company, e.g, J.B Daudu & Co.
The word company means an association carried out by 2 or more persons. Another example
is EzeBros Enterprises Ltd. This is also a company. However, there is a difference.
The major difference between a registerd company and an unregistered company is that an
unregistered company is one and the same with the owners of the unregistered company,
which means that the personal liability of the company is the liability of the owners.
In a suit against the unregistered conpany, the suit may look this way:

Mrs. James_______________ Plaintiff

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AND
Mr. Eze______________1st Defendant
Mrs Eze________________ 2nd Defendant
Trading under the name
EzeBros Enterprises Ltd.
In law, a registered company has a different personality from the owners of the registered
company.
There is the critical difference between an unregisterd and a registered company. A registered
company has a separate and distinct personality from the owners of the company, whereas an
unregistered company is one and the same with its owners.
Incorporated trustees is used for the registration of charitable organisations like churches,
mosques, etc.
Business Name: This is used to register the name of a business, e.g EzeBros Enterprises.

WHAT IS A COMPANY (REGISTERED COMPANY)?

The Companies and Allied Matters Act, 2020 does not define what a company is. Most
textbooks will not define what a company is. The reason is there is no single accepted
definition of what a company is.
We have earlier said that a company is an association of two or more people. However,
today, a company can be formed by one person. There is a long history on why the law
allows this. It is found in the case of Salomon v. Salomon & Co. Ltd
In the instant case, a company’s name was Aaron Salomon & Aaron Salomon & Co. The case
went from the High Court to the Court of Appeal and to the House of Lords (The equivalent
of Supreme Court).
See the reasonings of the High Court, Court of Appeal and the House of Lords on this case.

DEFINITION OF A REGISTERED COMPANY

A registered company is a sucession or collection of persons having in law existing rights,
duties and obligations that are distinct from those of the persons who are from time-to-tme its
members. (This definition is culled from Smith and Kenaan’s Company Law textbook).
This is just a working definition, not a general or universally accepted definition. However,
the definition will be a basis for our study.
Salomon’s Case is a deviation from the above definition. In present time, and since
Salomon’s case, it has been established that a single person can form a company. There are
kinds of companies which can be registered by one person such as Incorporated Trustees used
in registering NGOs, churches, mosques. It is worthy of note that this is an exception to the
general rule that a company can only be a collection of persons.

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There is no universal definition of what a company is, thus, there is a need for an explanation
of the concept.
A company is a global tool for capitalism, that is, mobilisation of funds for investments.
Like we said in the previous class, Aaron Salomon v. Aaron Salomon's case is an English
case that is crucial in understanding the meaning of a registered company.
End of Joy’s note.

Thursday, 16th January 2025

NTA
Morning Class
Prof. Andrew Akume Aondona steps in.
Please, next time, let me not be the one to come and wait for you. Next time, I’ll send you out
If you don’t know how to sit in one place, better learn how to do so now. It’s not when you
see me coming you’ll run inside and begin to clean your seats to sit down. Next time, I’ll send
you out! Next time that happens, I’ll walk you out! It is part of discipline you should learn.
He stops Ahmad AbdulMalik Ojogbaduwa (Strong Man) and asks why he’s dressing like a
Yahoo boy or recharge card seller.
Class bursts into a maniacal flood of laughter.
Sucession means if one person leaves a company, another takes his place. Where a
shareholder disposes his shares, it is transfered to another person. It could be by purchase or
gift. The capital markets operate this way; you sell your shares, another buys it, or you gift it,
or your heirs inherit you. There is sucession.
A company is a succession or collection of persons who in law have an existence of rights,
duties, etc., that are distinct from that of the persons who are from time-to-time its members.
If the members of the company die, what happens to it?
Class: Nothing
Prof. Akume: Why? All of them die, including the director and workers who enter one big
plane and crash, then die.
Class: because of the company’s separate existence.
Registration and Incorporation are the same thing.
He cites an example with two characters; Eze and his wife, Mrs. Lolo Eze. They register a
company named EzeBros Nig. Ltd. They are two persons, but the Ezebros company they
registered is a different person in the eyes of the law. He adds that people who started
FirstBank, Barclays Bank (now Union Bank), Ahmadu Bello University, etc., are all dead
now, but the companies are still existing.

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Upon incorporation, the members do the meeting. In Law, the company does the meeting. He
cites an example again with the EzeBros Nig. Ltd Co. He talks about how they could be
sitting in their parlour having a meeting on behalf of the company. The ordinary eyes will see
it as a meeting between Mr. and Mrs. Eze. But in the eyes of the Law, it is EzeBros Nig. Ltd
that sat in the parlour to meet.
Professor Gawa [sic., spelt as pronounced] views corporation as a magic. The members go
and acquire another personality other than their own natural personalities. When you act on
behalf of a company, the company is liable. When you act in your personal capacity, you will
be liable at a personal level.

Friday, 17th January 2025

Morning Class
Main Theatre
Let’s go to Section 21 of the CAMA. There, you’ll see the types of registered companies in
paragraphs a, b and c.
21 – (1) An incorporated company may be a company—
(a) having the liability of its members limited by the memorandum of association to the
amount, if any, unpaid on the shares respectively held by them (in this Act referred as “a
company limited by shares”);
(b) having the liability of its members limited by the memorandum of association to such
amount as the members may respectively undertake to contribute to the assets of the company
in the event of its being wound up (in this Act referred to as “a company limited by
guarantee”); or
(c) not having any limit on the liability of its members (in this Act referred to as “an
unlimited company”).
(2) A company of any of these types may either be a private company or a public company.
Members of a company acting on behalf of the company are covered by a corporate veil.
They must indicate, usually by signing, to show that they are acting for, and on behalf of the
company.
However, corporate veil may be subject to abuses. There are exceptional cases where the veil
may not cover a person. That will be treated in a later topic.
The most important point of note is that when a company is registered, in the eyes of the law,
it is a legal person, capable of suing in its name, buying and owning properties in its name,
capable of bearing responsibilities for its actions. The human constituents of the company are
not personally liable for what they do in the name and on behalf of the company. The
company takes personal liability for that. All the person needs to do is to prove that his action
was for and on behalf of the company. It’s as simple as that.
He asks for the explanation on Salomon v. Salomon's case. Aminu Amina Dabo answers.
Prof. explains it himself.

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He says it was an exam question for our predecessors. Part of it included:

a. The Justices who gave the judgment. (They were 5).
b. How many shares the company was registered with; how many the individual
shareholders had; him (Salomon), his wife, daughters, sons.
c. The amount of money the Company owed Mr Edmund Broderip.
d. What caused the Company to fold up.
Please, go and read Salomon's case! Every lecture, you stand the risk of coming to stand
here (facing the class). It is a taboo to not know the Salomon's case in Company Law
class. It’s better you don’t put makeup or do your hair than not know Salomon's case. You
may regret not knowing it.

TYPES OF COMPANY
Section 21 talks about the types of companies. An incorporated company or registered
company, as used by the Companies and Allied Matters Act, 2020 are one and the same
thing.
1. Company Limited by Shares is the first type. It is the type in which the liability of
the members is limited by the memorandum of association to the amount of shares.
Section 21 (1) (a) describes this company type. So, first and foremost, a company
limited by shares is a company that has shares. Then the liability of the members of
the company is limited to the number of shares they hold in that company which they
have not paid for. Indirectly, if they have paid for the shares do they have liability?
Class: No!
We want to start a business with N1 million shares per capita. Then each member
buys shares. N20,000 shares for instance means 20,000 shares. If all members buy all
the N1 million shares, liability of the members is on the shares they have bought and
still not paid for, and are still owing us (the company). If you want to know the
liability of a member in this company, know his shares. If he has paid, he has no
liability.

2. Unlimited Company: Here, the liability of the company is the liability of the
shareholders.
If the company is owning N1 billion, the members owe it. Section 21 (1) (c) describes
this company type. If anything happens to that company, they can go and sell that
your house in Gyallesu and pay for it.

Class: Laughs

Prof. further notes that such companies are not common in Nigeria, and that Limited
Liability Companies are more prevalent. We ought to treat ‘Companies Limited by
Guarantee’ as the second one here. But he says it is a special company kind and will
be treated next week.

Wednesday, 22nd January 2025

Morning Class
Main Theatre

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3. Company Limited by Guarantee: The liability of members of the company here is

limited to the amount they have undertaken to contribute to the assets of the company
any time it is wound up or it goes into liquidation, and the assets are not enough to
pay the creditors. The members are called upon to pay for the amount they have
undertaken to pay.
Section 21 (1) (b) describes this company type.
If a person says he undertakes to contribute N100,000, that amount is his liability.
If the assets are enough to pay the creditors, we (the company) will not come and look
for you.
Conversely, in an unlimited company, you do not wait for the company to go into
liquidation. The liability of the members is the liability of the company. Also, in
companies limited by shares, you don’t wait for it to go into liquidation.

USES OF COMPANY
1. For companies limited by shares and guarantee, they can be registered for business
and making profits for the members.
2. Companies limited by guarantee are not used for making money for the shareholders.
Section 26 outlines what you can use it for. Companies limited by guarantee have no
shares. They depend on gifts, donations, from members of the public.
When you want to start a university, you register it as a company limited by guarantee
under Section 26. It has no shareholders, such that the monies generated by a
university is used for its effective running.
The way FirstBank is running as a Company Limited by Guarantee [a humane
mistake from the lecturer, as FirstBank is a public limited liability company] is the
way a University will run. Its profit is for the benefit of itself.
Where the CAC finds out that one registered such a company and uses it for personal
purpose, you will be in trouble. You will loose your tax exemption status if they find out. They
do not pay taxes.
An incorporated Trustee is the same thing as a Company Limited by Guarantee. “Limited by
Guarantee” is the only difference. If you register as a Company Limited by Guarantee, this
will appear (on the certificate of incorporation). On an Incorporated Trustee certificate, you
will not find this.
As a company limited by guarantee, you must file returns. For instance, a church which owns
a factory, petrol station, schools, bookshops, etc., must file returns.

Thursday, 23rd January 2025

Morning Class
NTA

Section 26 (3) when you go to the section, you will see that it aahhmm, talks about the object
of a company limited by guarantee. So who is there?

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Young woman, read it!

He points out either Idris Fadilah or Sani Jamila to read it.
She reads:
(3) A company limited by guarantee shall not be incorporated with the object of carrying on
business for the purpose of making profits for distribution to members.
Making profits and distributing the profits to members is therefore prohibited by the input of
this provision.
Company unlimited is not prohibited from doing so.
As a general classification, the objects of a company are classified into business and charity.
The object of a company unlimited and one limited by shares is business. One limited by
guarantee is for charity. This is where you have those charity, and all those other ones. The
profits are made solely for the object of the company, not for profit making for the members.
They are doing aikin agaji [loosely translated as charity in Hausa].
The Companies Income Tax Act exempts them from tax.
When we refer to objects of a company, the objects clause, it is whether the objects are for
business or charity. If it is for business or charity, we know the type of company we are
talking about.
Charitable establishments are usually companies limited by guarantee. A business company is
limited by shares or unlimited.
Section 26 (4), (12), (14) & (15).
Prof. asks Nafiu Umar Jega to read them:
(4) The memorandum of a company limited by guarantee shall not be registered without the
authority of the Attorney-General of the Federation.
(12) The total liability of a member of a company limited by guarantee to contribute to the
assets of the company in the event of its being wound up shall not at any time be less than
N100,000.
(14) If in breach of subsection (12), the total liability of the members of any company limited
by guarantee is at any time less than N100,000, every director and member of the company
who is cognisant of the breach is liable to a penalty as prescribed by the Commission for
every day during which the default continues.
(15) Subject to section 117 (4) (d) of this Act, if upon the winding-up of a company limited
by guarantee, there remains, after the discharge of all its debts and liabilities, any property of
the company, the same shall not be distributed among the members but shall be transferred to
some other company limited by guarantee having objects similar to the objects of the
company or applied to some charitable object and such other company or association shall be
determined by the members prior to dissolution of the company.

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Prof. Akume: So you see, a company limited by guarantee must get the authorisation of the
Attorney General of the Federation. So you see, a company limited by guarantee is a serious
business.

PROCESSES OF REGISTRATION OF COMPANIES LIMITED

BY GUARANTEE

The Attorney General approves applications for registration.

The applicant writes a letter to the Corporate Affairs Commission expressing the Attorney
General's approval. They then proceed with the registration.
The Attorney General's office checks your memorandum to deduce your object as a company
intending to register. They check the directors, their backgrounds, prior criminal records if
any, whether they are reputable people in the society or otherwise, and any other relevant
scrutiny.
The Government is interested in these types of companies because of Chapter II of the 1999
Constitution of the Federal Republic of Nigeria (as amended), which highlights the
objectives of the Government. They are to provide free education. As part of Government’s
social objectives, there should be equality. Factors of production should not be allowed to be
dominated by few individuals, etc.
The Government alone cannot do all these, hence the private sector needs to come in.
Running a private school, for instance, Babcock University, Nigerian Nile University, which
assist the government in raising the literacy level, is an example of such objectives.

Wednesday, 29th January 2025

Morning Class
Main Theatre

He recaps on the last class discussion.

N5,000 is paid for a name search. If you pay and search, and the name exists, your N5,000 is
gone.
Class: Laughs
Prof. Akume: You must pay again.
Suddenly, some persons step in and walk up to take their seats. Their movements up on the
sloppy path of the Main Theatre, coupled with the dark state of the venue exaggerated their
looks, as though they were the characters before fighting Francesco in PlayStation 3’s
Dante’s Inferno.

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Prof: (slightly offended) Did I not tell this class that next time I am in, you should pass
through the back door? Chairman, post it in your class group!
You have 60 days to begin your registration after the name has been approved.
You draft your memorandum of Association, which is forwarded to the Attorney General for
approval.
He responds with a letter expressing satisfaction with the object of the company to the
Corporate Affairs Commission. The Corporate Affairs Commission informs you of the
Attorney General's acceptance.
26 (12) Nafiu Umar Jega reads:
The total liability of a member of a company limited by guarantee to contribute to the assets
of the company in the event of its being wound up shall not at any time be less than
N100,000.
26 (14) Nafiu Umar Jega reads again:
If in breach of subsection (12), the total liability of the members of any company limited by
guarantee is at any time less than N100,000, every director and member of the company who
is cognisant of the breach is liable to a penalty as prescribed by the Commission for every
day during which the default continues
Any member of a company limited by guarantee who knows someone contributing less than
N100,000, and such a person does not ask the secretary to remove the defaulting person, or
ask him to add his outstanding liability, he will be liable.
Nafiu Umar Jega reads again:
26 (15) Subject to section 117 (4) (d) of this Act, if upon the winding-up of a company
limited by guarantee, there remains, after the discharge of all its debts and liabilities, any
property of the company, the same shall not be distributed among the members but shall be
transferred to some other company limited by guarantee having objects similar to the objects
of the company or applied to some charitable object and such other company or association
shall be determined by the members prior to dissolution of the company.
Hajiya, do you know where we are reading?
He points at someone I can’t see clearly from what I am seeing, who was seemingly not
paying attention.
If a company has to come to an end, after payment of the company’s debts and its assets
remain, the law under this proviso says before the winding up, the members must hold a
meeting to determine what to do, and the members must transfer the money to another
company limited by guarantee with a similar objective. For example, a company winding up
which promotes Edo Culture, you must look for another and with a similar objective.
Even in religion. If you are Izala, you can’t look for a company that promotes darika.
Class: laughs.

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If you don’t know which has a similarity with your own, you can go to CAC and conduct a
search. You check their memorandum of association and articles to know their objectives. He
cites similar other examples of companies with similar and different objectives.
You go to Clause Number 3 to know the objectives of the company. It is the object of the
company (clause 3 of memorandum of association). Once they give you, that is the first thing
you should check.
He emphasizes on Salomon v. Salomon again, and asks us to read it.

Thursday, 30th January 2025

Morning Class
NTA
We are going to look at Section 26 (4) (5) & (6).
Nafiu Umar Jega reads (4):
The memorandum of a company limited by guarantee shall not be registered without the
authority of the Attorney-General of the Federation.
So, the authorisation is needed to proceed with the registration of the Company limited by
guarantee.
Nafiu Umar Jega reads (5):
The Attorney-General of the Federation shall, within 30 days, grant authority to the
promoters of a company limited by guarantee where there are no objections to the
memorandum or other cogent reason for not granting approval to register the company as one
limited by guarantee.
Prof. Explains the content of (6) below, without citing it verbatim:
The Attorney-General should give his consent here (under this subsection).
He gives an opinion within 30 Days to ascertain whether the company is registerable or not.
Where the Attorney-General keeps quiet, without approval, what right does the applicant
have? That’s the next subsection.
Nafiu Umar Jega reads:
26 (7) Where all valid documents are furnished by the promoters of a company limited by
guarantee and no decision has been made by the Attorney-General of the Federation within
the 30 days period—
(a) the promoters shall—
(i) place an advertisement in three national daily newspapers, and
(ii) invite objections, if any, to the incorporation of the company;

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(b) an objection shall state the grounds on which it is made and shall be forwarded to the
Commission within 28 days from the date of the last publications in the newspapers, where
there is objection to the incorporation of the company;
(c) the Commission—
(i) shall consider the objection and may require the applicant to furnish further information or
documentation, and
(ii) may uphold or reject the objection as it deems fit and inform the applicant accordingly.
Again, Nafiu Umar Jega reads Section 9:
The advertisement referred to in subsection (8) shall invite objections, if any, to the
incorporation of the company and the objection shall state the grounds on which it is made
and shall be forwarded to the Commission within 28 days of the date of the last publications
in the newspapers, and, if the objection is made, the Commission –
(a) shall consider it and may require the applicant to furnish further information or
documentation; and
(b) may uphold or reject the objection as it deems fit and inform the applicant accordingly.
The notice of registration is included in a newspaper, before the sports page, informing the
public of an intending registration. A 30-day notice is given, should someone have an
objection to the registration. If no objection from the public, after 28 days, you go to CAC
and say okay, CAC register my company for me, nobody objected.
The Companies Income Tax Act prevents companies limited by guarantee from paying tax
so long as they are keeping a current account and not giving out their money to other people.
So that is the end about companies limited by guarantee. That is why the law has provided a
special section for companies limited by guarantee. Full stop. Any question?
Ismaheel Ishaq Babatubde asks.
Prof. Akume: If I ask you in your exam now, you will be able to answer. Outline the
requirements for registration of a company limited by guarantee, you will not be biting your
biro and cursing witches.
Class: laughs
So, go and read it and practice those steps.
The procedures for obtaining AG's consent can be a question in your exam. Or it can be a
problem question. Mr. So-So and so-so...
You should be able to advice them instead of biting biro and say it’s iskoki [evil spirits in
Hausa], right?
See you tomorrow.

Friday, 31st January 2025

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Morning Class
New Theatre

We are moving to Section 21 (2)

He reads.

(2) A company of any of these types may either be a private company or a public
company.

Any type of company treated above may be registered as a private or public company.

Section 22 gives us the characteristics and implications of registering a company as a

private or public company. The section defines a private company limited by shares.
Anything other than this is a public company. The marginal notes are on the
Companies and Allied Matters Act, 2020 either on the left side, or on the right. They
give a concise explanation of a certain section.

Section 22:

(1) Private company is one which is stated in its memorandum of association to be a

private company.
(2) Subject to the provisions of the articles, a private company may
restrict the transfer of its shares and also provide that—
(a) the company shall not, without the consent of all its members, sell assets having a
value of more than 50% of the total value of the company’s assets;
(b) a member shall not sell that member’s shares in the company to a non-member,
without first offering those shares to existing members; and
(c) a member, or a group of members acting together, shall not sell or agree to sell
more than 50% of the shares in the company to a person who is not then a member,
unless that non-member has offered to buy all the existing members’ interests on the
same terms.
(3) The total number of members of a private company shall not exceed 50, not
including persons who are bona fide in the employment of the company, or were,
while in that employment and have continued after the determination of that
employment, to be members of the company.
(4) Where two or more persons hold one or more shares in a company jointly, they
shall, for the purpose of subsection (3), be treated as a single
member.
(5) A private company shall not, unless authorised by law, invite the
public to—
(a) subscribe for any share or debenture of the company; or
(b) deposit money for fixed periods or payable at call, whether or not bearing interest.

We will identify issues relating to private companies.

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Notes by Abubakar A.I 20

1. The memorandum of a private company should state that it is private.

2. A private company may restrict the transfer of its shares. This position is slightly
different from the 1990 Act. It was SHALL in that Act, mandatory. But now, it is
optional with MAY. A public company does not have that option to restrict the
transfer of its shares. Private companies may restrict the right of a member to sell
his shares to whoever he likes, that is, subjecting it to the approval of the board
members, i.e Board of Directors. They can do so without giving any reason
whatsoever. This was what the old Act provided. You can sell shares by gift,
bequest.
3. Pre-emptive right is another. The shares must first be offered to the existing
shareholders. Where they refuse to buy, then an outsider receives an offer to buy
the shares.
The Companies and Allied Matters Act, 2020 does not make a provision for
inheriting shares under Islamic Law.
Matters relating to this (shares) are instituted at the Federal High Court.

Wednesday, 5th February 2025

Morning Class
Main Theatre

Dr. Hannatu Adamu steps in.

Section 19 talks about limited liability partnerships. You need to read about Limited liability
partnership so that you know the difference between it and a registered company, so that you
can see that it now shares features with a limited liability company.
Members can come and go in limited liability partnership just like in companies. Most of the
features of a registered company are no longer exclusive to companies anymore. The only
feature is free transferability of shares, which companies have, exclusively.
There are certain businesses in law that you have to come under a registered company. She
cites examples with Banking Business, Airline, etc. Where you will have that ‘Ltd' or ‘Plc' at
the end of your name.

RIGHTS AND CAPACITY TO

FORM A COMPANY
Section 18 of the Companies and Allied Matters Act is the focal point of this issue.
18.—(1) As from the commencement of this Act, any two or more persons may form and
incorporate a company by complying with the requirements of this Act in respect of
registration of the company.
On the marginal notes there, you will see ‘right to form a company’. What is a right in law?
Someone says ‘something we can do freely'.
Dr. Hannatu: Do we agree?

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Notes by Abubakar A.I 21

‘Entitlement!’ A deep voice answers.

Another voice responds ‘something that cannot be taken away.’
Dr. Hannatu: So, if a right is these, if somebody restricts your freedom or disentitles you
from it, what can happen?
Umar Musa Abubakar (Saraki Jr.): Enforcement.
Dr. Hannatu: Yes! You can enforce it. If it is a right, it is enforceable.
Section 18:
(2) Notwithstanding subsection (1), one person may form and incorporate a private company
by complying with the requirements of this Act in respect of private companies.
(3) A company may not be formed or incorporated for an unlawful purpose.
Look at the fact that we say a right is enforceable and the CAMA says you have a right to
form a company. If CAC attempts to stop me and I have a right to form one, what can I ask
the Court to do?
Saidu Musa (Wakawa): Prohibition.
Someone says mandamus.
Dr. Hannatu: Mandamus! Mandamus will force a person to do a duty.
She asks if rights are absolute and inalienable? Different opinions fly in.
Chris Elizabeth Uche cites an example with a person who commits treason, as an example of
where a person’s right may have limitations.
Dr. Hannatu analyses the restrictions in Section 18; there must be compliance, it cannot be
for unlawful purposes.
Audu Usman Abba answers, says a public company cannot be formed by one person. She
adds ‘with two or more person’ and says only a ‘person' (human) can form a company.
She asks who a natural person is. Different persons, including Garba Auwal Pali opine.
She emphasises on reading Limited Liability Partnerships in the future.
Someone says robots and class laughs lightly.
She says it can be possible, that you can see and touch and feel a robot, but you can’t do
same for a company which is a creation of legal fiction.
Do you not know that in 2017...
Suddenly, solar-powered light comes up amidst blackout in Kaduna State.
Class: NEEPPAAA! Laughter sweeps in.
...Saudi Arabia gave citizenship to a humanoid robot? They call her Sophia. Google it and
see. So it is not really entirely impossible.
Section 41 talks about the registration.

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Notes by Abubakar A.I 22

41.—(1) The Commission shall register the memorandum and articles unless in its opinion—
(a) they do not comply with the provisions of this Act;
(b) the business which the company is to carry on, or the objects for which it is formed, or
any of them, are illegal;
(c) any of the subscribers to the memorandum is incompetent or disqualified in accordance
with section 20 of this Act;
(d) there is non-compliance with the requirement of any other law as to registration and
incorporation of a company; or
(e) the proposed name conflicts with or is likely to conflict with an existing company, trade
mark or business name registered in Nigeria.
The right to form a company by virtue of Section 18 is restricted.
No question? So we meet tomorrow.

Thursday, 6th February 2025

Resurgent Cold Morning
NTB
Thanks to my learning brother, Lawal Rabilu Muhammad, through whose assistance I was
able to complete this part.

Dr. Hannatu Adamu steps in. Progress was made to examine Section 19 of
the Companies and Allied Matters Act, 2020.

19.—(1) No association, or partnership consisting of more than 20 persons shall be formed

for the purpose of carrying on any business for profit or gain by the association, or
partnership, or by the individual members thereof, unless it is registered as a company under
this Act, or is formed in pursuance of some other enactments in force in Nigeria.
She asks the difference between legal practitioners and lawyers.
Nafiu Umar Jega answers, class disagrees.
Hanafi Saifullah Imam (Chukkol) says they are one and the same. Majority of the class
agrees. There are some murmurs of opinions and murmurs from all corners of the class.
You are a legal practitioner as a barrister. You can be a legal practitioner when you get called
to the bar. A lawyer is not necessarily a legal practitioner but a legal practitioner is a lawyer.
If a business is for profit, the rule applies. You need to incorporate as a company under
Companies and Allied Matters Act.
The Corporate Affairs Commission has what we call the redimation [sic, spelt as
pronounced]. It speaks of fines and is on the CAC website.

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Notes by Abubakar A.I 23

Section 19:
(2) Nothing in this section shall apply to—
(a) any co-operative society registered under the provisions of any enactment in force in
Nigeria;
She cites an example with ASUU, being a co-operative society where they raise certain
amounts of monies to buy foodstuffs for the benefit of their members only, at a cheaper rate.
If a co-operative society is registered under a law or any enactment, the law will not hold you
responsible.
or
(b) any partnership for the purpose of carrying on practice—
(i) as legal practitioners, by persons each of whom is a legal practitioner, or
(ii) as accountants by persons each of whom is entitled by law to practise as an accountant.
She reads the Accountant exception part.
Abdulbaki Ishaq (Abu Ammar) asks a question. It is a scenario where a law firm of lawyers
enter into an agreement with a person, and there is a breach of contract. Will the law firm be
sued as a company or business partnership?
Musa Saidu (Wakawa) answers that they (the lawyers) will be personally liable as the law
firm.
The class agrees.
Section 19 (3) If at any time the number of members of an association or partnership exceeds
20 in contravention of this section and it carries on business for more than 14 days while the
contravention continues, each person who is a member of the company, association or
partnership during the time it so carries on business is liable to a fine as prescribed by the
Commission for every day during which the default continues.
Tanimu Sulaiman asks a question, when there are some supporting staff who are neither
legal practitioners nor accountants, and the practitioners are 5 and the staff are about 40. He
asks if they have contravened section 19 which says you can't exceed 20 except if you are all
practitioners or accountants.
Yes and no’s fly in.
Jacob Emmanuel Kambada answers on that.
Dr. Hannatu: Did you hear him?
Substantial part of the class: noooo!
Dr. Hannatu: Raise your voice.
Jacob answers again, raising his voice higher. He says only the 5 legal practitioners will be
liable and not the employees.

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Notes by Abubakar A.I 24

Audu Usman Abba attempts to dissent, but still answers the same thing. Class laughs lightly
in energetic morning energy.
The lecturer subscribes to the answer by Jacob Emmanuel Kambada and adds that it is the
partners who will be liable as they are the partners recognized in law.
Nura Ashiru Aliyu asks a question before the class departs for the morning.

Friday, 7th February 2025

Morning Class
New Theatre

Dr. Hannatu Adamu steps in, recaps on last points.

Persons under Section 20 have limitations to the formation of a company.

(1) Subject to subsection (2), an individual shall not join in the formation of a company under
this Act if he is—
(a) less than 18 years of age;
(b) of unsound mind and has been so found by a court in Nigeria or elsewhere;
(c) an undischarged bankrupt; or
(d) disqualified under sections 281 and 283 of this Act from being a director of a company.
(2) A person shall not be disqualified under subsection (1) (a), if two other persons not
disqualified under that subsection have subscribed to the memorandum.
(3) A corporate body in liquidation shall not join in the formation of a company under this
Act.
(4) Subject to the provisions of any enactment regulating the rights and capacity of aliens to
undertake or participate in trade or business, an alien or a foreign company may join in
forming a company.
1. If a person is less than 18 under the law, subject to some conditions, that
makes him a minor or a child at law, and may not be able to join a company.

2. Somebody of unsound mind. It matters not whether it is not a Nigerian Court

that declares such a person to be of unsound mind. Soundness of mind is
something that has to be certified by an expert in that area. And perhaps,
unsoundness of mind is something that transcends jurisdictions. If ‘you’ are
mad, ‘you’ are just mad anywhere.

3. An undischarged bankrupt. He is someone whose liability is more than his

asset. Who is a bankrupt? Different opinions fly in. Is there a difference
between insolvency and bankruptcy? She cites the Bankruptcy Act. You are
bankrupt only when the law pronounces you. If you cannot present your debts

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Notes by Abubakar A.I 25

as at when due, present yourself before the Court of Law, the court will look
into your matter and declare you bankrupt. They put a trustee, usually a
registrar of a court. If you are a lawyer and declared bankrupt, you cannot be
eligible to practice. You lose many privileges.
Saidu Musa (Wakawa) asks a question.
While a bankrupt has been pronounced to be bankrupt by a court, an insolvent person is
someone who is unable to pay their debts as they fall due, but has not necessarily been
declared bankrupt by a [Link] a person is discharged of bankruptcy, the court produces a
certificate to certify that.
Section 281 says:
A person may be appointed a director for life provided that he shall be removable under
section 288 of this Act.
Section 288 says that director is subject to removal by resolution.
288.—(1) A company may by ordinary resolution remove a director before the expiration of
his period of office, notwithstanding anything in its articles or in any agreement between the
company and him.
When you are removed as a life director, you are no longer eligible under Section 18 to join
for the incorporation of a new company.
Any ordinary director removed can also not join in the formation of a new company.
Paragraph c of Section 283 the Companies and Allied Matters Act, 2020 has been
amended by the Business Facilitation (Miscellaneous Provisions) Act 2023.
Sections 279 also lists another person that may be disqualified:
279.—(1) If any person, being an insolvent person, acts as director of or directly or indirectly
takes part in, or is concerned in the management of any company, he commits an offence and
is liable on conviction to a fine as the Court deems fit, or imprisonment for a term of at least
six months but not more than two years, or both.
(2) In this section, “company” includes an unregistered company.
Section 280 says:
280.—(1) Where—
(a) a person is convicted by a High Court of any offence in connection with the promotion,
formation or management of a company, or
(b) in the course of winding-up a company, it appears that a person—
(i) has been guilty of any offence for which he is liable (whether he has been convicted or
not) under sections 668-670 of this Act, or
(ii) has been guilty of any offence involving fraud, the court shall make an order that that
person shall not be a director of or in any way, whether directly or indirectly, be concerned or
take part in the management of a company for a specified period not exceeding 10 years.

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Notes by Abubakar A.I 26

(2) The period of disqualification referred to in subsection (1) shall commence after the
sentence for the offence has been served or on the date the fine for the offence is paid.

Section 284 talks about situations where a sitting director will be disqualified:
284.—(1) The office of director shall be vacated if the director—
(a) ceases to be a director by virtue of section 277 of this Act;
(b) becomes bankrupt or makes any arrangement or composition with his creditors
Section 277 referred to in this section says:
277.—(1) The shareholding qualification for directors may be fixed by the articles of
association of the company and unless so fixed no shareholding qualification shall be
required.
Aminu Amina Dabo asks a question. She asks another one.
Ismaheel Ishaq Babatunde asks a question.
Musa Saidu (Wakawa) asks another.
Nafiu Umar Jega asks a question.
Dr. Hannatu: Anything I mentioned by the way is not part of what we are doing oh. We are
just broadening our minds.
Section 20 (2) says:
A person shall not be disqualified under subsection (1) (a), if two other persons not
disqualified under that subsection have subscribed to the memorandum.
(3) A corporate body in liquidation shall not join in the formation of a company under this
Act.
(4) Subject to the provisions of any enactment regulating the rights and capacity of aliens to
undertake or participate in trade or business, an alien or a foreign company may join in
forming a company.
The essence of (4) is to allow people from other countries come and set up businesses for the
benefit of Nigerians. The Immigration Act, Investment Promotion Act, Business
Facilitation Act are some laws that guide investments by foreigners.
A permit to run a business by a foreigner is given under the Ministry of Interior.
Zalihat Gambo Yunusa asks a question.
We conduct a short impromptu test. The question is: “Sambisa approached the CAC to
register his company, Mango Limited, wearing tattered clothes, wearing mismatched shoes
and muttering to himself. He submitted all the documents required for the formation of a
company. The Corporate Affairs Commission refused his application on the ground that he is
obviously of unsound mind.”

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Notes by Abubakar A.I 27

a. Advice Sambisa
b. Advice Corporate Affairs Commission
After the test, the lecturer asks how we approached the question. Muhammad Hamza
answers. Yusuf Jamiu Olatunji answers. Aminu Amina Dabo answers. Enang Frances Eno
answers. Nafiu Umar Jega answers.
She responds saying many people did not mention Section 41 (2) & 3. Some jump in joy
because they probably answered correctly.
She also makes reference to Sections 18, 20 (2) (b).
When a person is aggrieved, having not been registered for reasons he believes were unfair,
he must first write to the Coporate Affairs Commission.

Wednesday, 12th February 2025

Morning Class
Main Theatre
Prof. Andrew Akume Aondona steps in.
Please, no noise in the class. It’s not when a lecturer steps in you’ll start making noise. You
are such an unruly class!
Class: eeeeeyyy!
You cannot find a place and sit in one place. Who told you the class will not hold? If it’s a
football match now you will know how to find a seat. This is not a place for you to do that.
This is Company Law Class. A lot of you, we have to teach you etiquettes. You don’t know
what it means to be under authority, and you are in a profession that requires that. I don’t
have to tell you again. This is the second or third time I’m lecturing you on this.

DIFFERENCES BETWEEN PRIVATE AND PUBLIC COMPANIES

(PART I)
We are going back to Section 22. We are trying to look at the difference between a public
company and a private company. Any company may be registered as a private company or
public company.
Nafiu Umar Jega is asked to read the section.
Section 22 —
(1) Private company is one which is stated in its memorandum of association to be a private
company.
(2) Subject to the provisions of the articles, a private company may restrict the transfer of its
shares and also provide that—

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Notes by Abubakar A.I 28

If a private company so wishes, it may restrict the transfer of its shares. This is not allowed
for a public company. How does the restriction take place? That is what we want to identify.
So, Chairman continue.
Nafiu Umar Jega reads again.
(a) the company shall not, without the consent of all its members, sell assets having a value of
more than 50% of the total value of the company’s assets;
He talks about how an exam question will come with a scenario where they say “MAJORITY
of its members consent to sell assets…” Someone may say they can sell, but the provision
says it is ALL the members. After you write exam now, you will now be saying ‘mun chi uban
Company Law' meanwhile, ‘Company Law ne yachi ubanka.’ [Correct English can’t
translate well, so Pidgin: we chop Company Law papa, meanwhile, na Company Law chop
your papa].
Class: Laughs
He says exam questions are set as the classes go on.
Even in a situation where one member, out of all members does not consent to sell his shares,
it cannot be carried out. All members must agree.
You may restrict transfer of shares in two ways:
a. Restrictive. The company gives the directors power to refuse transfer of shares
without giving any reason. Have you forgotten?
Class: No!
They can do this without giving an explanation. He cites the example of ‘your'
father or mother who leave shares of a company for ‘you’. ‘Your’ uncles who are
the directors can decide not to sell to ‘you,’ even if a parent left a will for ‘you.’
Shares here can remain within a family for generations. Within the family, they
have a way to selectively allow the children and family members inherit. This is
how some families build wealth for generations.
b. Pre-emptive right is the right of first refusal.
Restriction on transfer of assets is one in which a company cannot sell assets more than 50%
of value, except all members consent. You need the consent of every member of the
company.
Section 22 (2) (b) a member shall not sell that member’s shares in the company to a non-
member, without first offering those shares to existing members; and
(c) a member, or a group of members acting together, shall not sell or agree to sell more than
50% of the shares in the company to a person who is not then a member, unless that non-
member has offered to buy all the existing members’ interests on the same terms
This provision is new. It wasn’t there in the 1990 Act. You see, when you go to general
meetings or Board of Directors meeting, decisions are based on majority. So, it is possible
the person holding the majority shares, if you call a meeting and he does not want to continue
in the company, maybe he has arranged with a friend to sell his shares in the company, and
because the decisions are based on majority, he will use his power to transfer his shares to

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Notes by Abubakar A.I 29

the friend. The majority will use their majority power to approve the transfer. In that case,
you use your power to bring an outsider the minority does not want. In this case, there might
not be peace in that company. That outsider according to the Law must buy all the shares at
the same price the majority will buy the shares of that company. In a public company, you
can wake up and decide to sell all your shares on the capital market or on private placement.
You may just decide to sell to one of your friends. He cites an example with selling ‘his’
shares at FirstBank and calling ‘his’ billionaire friend to buy it, as ‘he’ is tired of the
banking industry and wishes to transition to the electricity industry. All ‘his’ shares will now
be listed in the name of the friend. They will now announce that there is a new majority
shareholder of the company.

Thursday, 13th February 2025

Morning Class
Main Theatre

DIFFERENCES BETWEEN PRIVATE AND PUBLIC COMPANIES

(CONTINUATION, PART II)
Restriction on the transfer of shares is the second difference between public and private
company. It is there, we are just arranging the numbering.
The next issue is in Section 22 (3).
Ekenobi ThankGod Chinonso reads:
(3) The total number of members of a private company shall not exceed 50, not including
persons who are bona fide in the employment of the company, or were, while in that
employment and have continued after the determination of that employment, to be members
of the company.
This means the employees of the company who are shareholders are excluded from the ‘50’
stated in this provision [meaning they are exceptions to the limit rule, and therefore regarded
as members]. Where also a person was a worker, or an employee who left by sacking or
voluntarily, and no longer a member, but had bought shares while he was an employee,
those shareholders are not counted amongst the 50 [still regarded as members].
Secondly, the 50 workers, maybe along the line, 20 of them resign and got work somewhere
else, when they left, they didn’t sell their shares and hold them while working at another
place, those people, you don’t count them.
Listen now oh, because this thing, we use to set it as exam question. You better listen very
well now, because I am casting the witches and wizards now.
Class: Laughs
Listen now, so that on the day of exam you will not be doing heeeeei! Saying this man said
that thing in class oh! You will now be chewing your biro. He demonstrates how and class
laughs.

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Notes by Abubakar A.I 30

Maximum number of members/shareholders is 50 for private companies. Public companies

have no limited number.
Where me and my wife register a pure water company, we are the 2 shareholders. We have
20 workers and say that all of them must buy shares so that they become shareholders. In
practical terms, if you are asked how many shareholders are here, how many will you say?
Class: 22.
But if we are to compute for the purpose of this, how many?
Class: 2!
Prof. Akume: Correct!
He cites the “Donkey Parable.” A donkey, when climbed by certain persons may move or
not. He explains that the Law is an ass, and will only move for those who know how to ride it.
He talks about how some persons could manipulate the ’50 workers' limit rule.
Ekenobi ThankGod Chinonso is asked to skip the next subsection [(4) in this case] of Section
22 and read the next:
(5) A private company shall not, unless authorised by law, invite the public to—
(a) subscribe for any share or debenture of the company; or
(b) deposit money for fixed periods or payable at call, whether or not bearing interest.
Only public companies can sell shares by advertisements and other forms. Private companies
can only achieve same by contacting people privately. That is why it is called private.
Abi no be so? Eheen! Oh boy! We dey sell shares oh. No worry, I go come your house. Your
friend will now come, and you’ll talk and conclude.
He talks about banks and says some of them are private companies, like ABU Microfinance
Bank.
The differences:
1. There is restriction on transfer of shares:
The restriction operates in two ways. Section 22 (2) (a) says you cannot sell shares unless
you offer it first to existing members. (c) states that a majority shareholder or group of
majority shareholders cannot sell to a non-member, unless he buys at the same price for the
majority and minority.
There is restriction clause, preemptive clause and restriction on sale by majority. You can
have either two or one of them. They operate for private companies. Restriction clauses give
directors discretion to refuse any transfer of shares without giving reasons. This must be
included in the Article of Association of the company to be effective.
It does not stop these other two above. An outsider buying shares must buy at the same price
as the majority. If the minority decide to leave, probably because they don’t like the new
shareholder, he (the outsider) must buy the shares of the minority, or else the transfer of
shares will stall.

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Notes by Abubakar A.I 31

Sometimes we ask you to identify 5 differences between public and private companies,
advantages a private company offers to an investor which he wants to be in control of, and
which he wants to remain in his family. Give him 5 reasons.
You can add restriction, where he will be the one to control who he wants to be shareholders.
We may also ask which type of investment is good for a dynamical or generational
investment. Give 5 reasons.
He says the questions are all the same, he just “changed their shirts”, removed the attampa
and added lulubi, [names of certain dresses in Hausa language] etc.
Class: Prooof! Laughs.

Friday, 14th February 2025

Morning Class
New Theatre

DIFFERENCES BETWEEN PRIVATE AND PUBLIC COMPANIES

(CONTINUATION, PART III)
Prof. Andrew Akume Aondona steps in.
He recaps on the last points discussed in our prior class.

2. Another difference between private and public companies is:

Private companies can have only one member. That is, to say it can have a sole member.
Section 18 (2) states this. A public company cannot be formed by one person, pursuant to the
provision of Section 18 (1).
If you are asked to write a short note on restriction on transfer shares, you’ll know what to
write. When asked an exam question, you can have 5 marks, write short note on restriction on
transfer of shares, etc.
Every private company must have ‘ltd.’ on its name, no matter how long the name is, no
matter how it has corner-corner. A public company must have ‘plc'. Once you see this one,
you will know it is a public company, no matter how corner-corner the name is.
Alheri Ltd. Calls for a meeting. All 100 members attended. A resolution was prospsed to sell
51% of the company’s assets. And that sale is a sale that will give the company a very good
value, as the person wanting to buy it is offering a good price above the market value. Alhaji
Talaka [class laughs at the mention of ‘talaka' which means poor in Hausa and Yoruba
languages] holds only one share in the company. He opposed same on mischievous grounds
because he didn’t like the Chairman of the Company. The Chairman too wanting to teach him
a lesson decided to use his powers to overrule him and approve the sale. Alhaji Talaka is
attempting to sue him and stop the sale. Can he succeed?

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Notes by Abubakar A.I 32

The lecturer answers, saying the Law says all of them must agree for the sale to be effective.
On moral grounds, it may be wrong, but this is the Law, and the provision of the Law says
even if one member does not approve out of 99%, the sale will not be successful. It matters
not whether Alhaji Talaka opposed out of mischief. You have no business with that. Is he
acting in line with the law? That is what you should look at.
Sometimes, in exams we may say there were some people, who were former employees. After
resigning their employments, they bought shares at the company. They didn’t have shares at
the time of employment. Will they be counted among the 50? The correct answer is that they
will be counted among the 50. All those people that wrote they will not, will get 0, and they
will be blaming iskoki [evil spirits in Hausa]. The reason why they are disqualified and not
counted amongst the 50, is the shares they bought after employment. The shares that qualify
you not to be counted, is only when you were in employment.
We will check it, when did you buy it? When you left or before you left? You will say after you
left. After you left? Ahh! You are among the 50.
You have to study the formula very well. People who don’t come to class are in soup!
As we are going in the class, we are setting the exam questions and going.
In every question I ask, there is one comma there [a little tricky technicality]. It is that comma
you will see to earn your marks.
My business as a lecturer is not to fail students. It doesn’t reduce my salary. My business as a
law lecturer is to help students become lawyers.
Class: Claps
When I’m giving you questions in class and answering them, they are your exam question.
The only thing is, zan chanza mata riga [I will change her (the question’s) ‘shirt’].
3. Membership Limit. Section 22 (3) identifies this:
(3) The total number of members of a private company shall not exceed 50, not including
persons who are bona fide in the employment of the company, or were, while in that
employment and have continued after the determination of that employment, to be members
of the company.
4. Restriction on public offering of shares and debentures and acceptance of deposits. A
private company cannot offer shares to the public. Section 22 (5) identifies this:
(5) A private company shall not, unless authorised by law, invite the public to—
(a) subscribe for any share or debenture of the company; or
(b) deposit money for fixed periods or payable at call, whether or not bearing interest.
5. Sole trading. A private company can do this. A public company cannot.
6. It is about Section 282. It talks about the age of the directors. There is no age limit for
appointment of directors in a private company. In public companies, the age limit is 70 years,
except with the approval of the general meeting. Disclosure must be made in the notice of
general meeting.

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Notes by Abubakar A.I 33

282. Subject to the provisions of this Act, a person may be appointed a director of a public
company notwithstanding that he is 70 years or more of age but special notice shall be
required of any resolution appointing or approving the appointment of such a director for the
purposes of this section, and the notice given to the company and by the company to its
members shall state the age of the person to whom it relates.
7. Written resolution. Section 259 talks about this. Private companies need not hold meetings
to pass a resolution at general meetings. Public companies must.
Ekenobi ThankGod Chinonso reads:
259. All resolutions shall be passed at general meetings and are not effective unless so
passed, but in the case of a private company a written resolution signed by all the members
entitled to attend and vote are as valid and effective as if passed in a general meeting.
8. Voting for the appointment of directors. Section 287 talks about this. Directors in private
companies can be appointed by a single resolution. A group of persons can be appointed in a
single resolution. In public companies, each person must be voted on. What do we mean by
that?
You can gather Mr. A, B, C, D; four people now. You want to appoint them as directors.
By single resolution, you mean you ask members, members, is it approved? Yes. If they say
yes, approved.
In public companies, you will now say, do you agree Mallam Abubakar should be appointed?
They say yes, he is approved. Do you agree Mallam Shehu should be appointed, if they say
yes, he is approved. And that is how they will do till all of them are approved by the members.
9. Appointment of company secretary is another, pursuant to Section 332. The requirement
under private companies is not very strict. It is very strict under public companies as persons
of certain requirements are needed to be appointed as secretaries. For instance, Chartered
Accountants, legal practitioners, etc.
Aliyu Habiba Amira reads:
332. It is the duty of a director of a company to take all reasonable steps to ensure that the
secretary of the company is a person who appears to have the requisite knowledge and
experience to discharge the functions of a secretary of a company, and in the case of a public
company, he shall be—
(a) a member of the Institute of Chartered Secretaries and Administrators;
(b) a legal practitioner within the meaning of the Legal Practitioners Act;
(c) a member of any professional body of accountants established from time to time by an
Act of the National Assembly;
(d) any person who has held the office of the secretary of a public company for at least three
years of the five years immediately preceding his appointment in a public company; or
(e) a body corporate or firm consisting of members each of whom is qualified under
paragraph (a), (b), or (c).

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Notes by Abubakar A.I 34

10. Removal of company secretary. This difference is pursuant to Section 333 (1) & (2).
Farouk Farida Mohammed reads. He calls her voice a ‘correct voice’ and she blushes:
333.—(1) A secretary is appointed by the directors and, subject to the provisions of this
section, may be removed by them.
(2) Where it is intended to remove the secretary of a public company, the board of directors
shall give him notice—
(a) stating that it is intended to remove him;
(b) setting out the grounds on which it is intended to remove him;
(c) giving him a period at least seven working days within which to make his defence; and
(d) giving him an option to resign his office within seven working days.

Wednesday, 19th February 2025

Morning Class
Main Theatre

MEMORANDUM OF ASSOCIATION
You’ll find that in Section 27.
There are two very important documents for the registration of a company. They are known
as a company’s constitutional documents, that is, the memorandum and articles of
association.
A company becomes a legal person upon registration. They are the two most important
documents in registration of companies.
Section 27 has outlined what is contained in the memorandum of Association. Companies
and Allied Matters Act, 1990 had a sample copy of the memorandum in its schedule. The
2020 Act has none. A lawyer types it. If you go to Google and type sample copy of a
memorandum of Association, you will see a copy of it. Google has made things very easy.
You’ll type memorandum of Association of a company limited by guarantee, and you’ll see it.
A person suddenly enters, probably a lost 100L student. Prof. asks if he’s a member of the
class, probably to loose it all on his “pass-the-back-door-when-I’m-in-the-class policy.”
The class responds with ‘nooooo!’ The lost student looks at the class with a mixed feeling
and walks up to the backdoor exit of the Main Theater.
There are seven (7) clauses of the memorandum listed by the Companies and Allied Matters
Act:
1. Name of the company: The name of the company is Bagudu and Sons Nig. Ltd.
Fullstop. That’s all, the name clause is completed.
2. The registered office of the company shall be situate in Nigeria. And that’s all. Like I
said, all memorandum of associations follow this format. So you put it according to
your needs.

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Notes by Abubakar A.I 35

3. The nature of business or businesses authorised for the company, or the objects for
which the company was established. If it is not incorporated for a business purpose, as
in the case of companies limited by guarantee, it will be specified. You will state that
the objects of the company shall be:
A. For the promotion of Edo culture. Your other reasons must be similar.
If it is for religious sake, you also indicate. If your object for instance is
preaching the Gospel of Jesus Christ, you can set up orphanages, churches,
and many other things ultimately related to this object.

You cannot be doing commerce and be preaching gospel. For business

purposes, you can list as many as you want. Some people will list a, b, c, d,
and up to z. If they reach z they will now be putting z (i) a (ii).

Class laughs.
Name clause is the main clause. Ancillary clause is the other objects, or secondary
clause.
4. Restrictions, if any, on the powers of the company. Many companies don’t bother to
put that one. Is there anything you want to limit? That is, limitations that you want to
put. Most times, the limitation is on the object, so that the company cannot do this,
cannot do that. Maybe you put ”In the carrying on the business of this company, it
shall not at any time borrow N10 million without the general meeting of the
company.” That is a restriction. You can even Google some clauses you may put in
your company. They will give you samples.
5. The company type is the fifth clause. Whether it is a private or public company, as the
case may be. You state it in this clause. The company is a private company limited by
guarantee. Finish! Very simple! He talks about googling samples again.
6. The share capital clause is the sixth clause. If a company is limited by shares or
guarantee, it will be stated here.
If the liability is unlimited, it is indicated under here. Section 27 (2) (a) is to the effect
that you must state the share capital of the company and the divisions of the shares
which will be sold to people. You cannot share all your share capital.
(a) the memorandum of association shall also state the amount of the minimum issued
share capital which shall not be less than N100,000.00 in the case of a private
company and N2,000,000.00, in the case of a public company, with which the
company proposes to be registered, and the division thereof into shares of a fixed
amount;
The authorized share capital of the Company is N20,000,000.00 (Twenty Million
Naira) divided into 20,000,000 (Twenty Million ordinary share of N1.00 (One
Naira) each.
The above is an example of how this clause may be.
(b) each subscriber shall write opposite his name the number of shares he takes
(3) A subscriber of the memorandum who holds the whole or any part of the
shares subscribed by him in trust for any other person shall disclose that fact and
the name of the beneficiary in the memorandum of association.
Subsection 3 is a new addition to the CAMA.

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Notes by Abubakar A.I 36

7. Subscription clause is the last one. Number 1, Suleiman Ukwui, you’ll state how many
shares he has subscribed to. Mallam Shehu Sani, you will now put his own.
There must be signatures of the subscribers, their names and witnesses. Witnessed by:
Mallam Shehu Ibrahim.
Sample below:
We, the several persons whose names and addresses are subscribed are desirous of being formed into
a Company, in pursuance of this Memorandum of Association and we rspectively agree to take the
number of shares set opposite our respective names:

Name of subscribers Address of Description Number of Signature of

Subscriber Shares Taken Subscribers
by Each
Subscriber
1. Afolabi No. 110 Stockbroker 20,000
AbdulMujeeb Ademola
Adeleke
Street, Ibadan,
Oyo State
2. Emmaogboji No. 33 Businesswoman 15,000
Havilah Ondujum Hyacinth Alia
Roundabout,
Otukpo,
Benue State
3. Josiah Justice No. 67 Alex Public Servant 13,000
Emeka Otti Tower,
Umuahia,
Abia State
4. Michael Faith Ruth No. 104 Fashion 12,000
Monday Designer
Okpebholor
Urban Estate,
Auchi, Edo
State
5. Muhammad No. 021 Businessman 7,000
Sulaiman Dauda Lawal
Way, Gusau,
Zamfara State
6. Umar Bilkisu No. 115 Kefas Businesswoman 6,000
Ahmad Agbu Street,
Jalingo,
Taraba State

Dated this_______day of_______2042.

Witness to the above signature:

Name:
Address:
Occupation:

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Notes by Abubakar A.I 37

Signature:

Friday, 21st February 2025

Morning Class
New Theatre
He asks the members of the class if they had Googled a sample copy of a Memorandum of
Association. Different persons say yes and no’s.
He asks Hanafi Saifullah Imam (Chukkol) to read after he volunteers to.
Auwal Rukayya Jibo reads a sample.
AbdulBaki Ishaq (Abu Ammar) reads his.
Now, you need to know how to draft a Memorandum of Association. You must know the
different clauses.
Sometimes, we use to ask questions that you should draft a share capital clause. 5 marks.
When we want to be wicked...
Class: laughs
We say draft clause 6. You will now be asking the person next to you and be saying clause 6.
What is clause 6?
If I were you now, I will go and sit down and be practicing it. When you come to exam hall
you will now be praying. Exam hall is not a place to be praying, it is where your prayer will
be answered.
If a company is a one-man company, the shares will be for him.
Sometimes, we use to give students facts in the exam and ask them to draft a subscription
clause. We may also say you should list the clauses. List, not explain. List is list, not explain
oh.
Prof. Talks about destiny. He says sometimes our setbacks will be what may catapult us to
success. He says not everyone will go to Law School this year. Some persons may not go to
Law School. He adds that the person may not meet their soulmate until they fail and go to
Law School the following year, and then meet the person. He talks about how delays may
make us meet better things.
He says he is ‘suspecting' that the subscription clause question may come out in the
examination.
Class wonders in “suspecting biti bawo? Shebi it is us that will set the question?”
Abubakar Hassan Kolapo asks a question, which Prof. says will be treated in a later topic.
You need a special resolution at an annual general meeting to amend a Memorandum of
Association.

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Notes by Abubakar A.I 38

NAME OF A COMPANY
Section 31 (1), Farouk Farida Mohammed reads:
31.—(1) The Commission may, upon receipt of an application delivered to it in hard copy or
through electronic communication and on payment of the prescribed fees, reserve a name
pending registration of a company or change of name by a company upon confirmation of the
availability of such name.
She reads (2):
(2) The reservation mentioned in subsection (1) shall be determined upon receipt of the
application under subsection (1), and shall be valid for such period as the Commission may
deem fit not exceeding 60 days, and during the period of reservation no other company shall
be registered under the reserved name or under any name which, in the opinion of the
Commission nearly resembles the reserved name.
He says Question 1 is usually a compulsory question. There’ll be a number 1 (a), number 2
(a) all which may carry 5 marks each, and Number 1 may be 15 marks in total. He reiterates
that a private company can pass a written resolution, not necessarily at an annual General
meeting.

Wednesday, 26th February 2025

Morning Class
Main Theatre

Let’s go to Section 27 (2) (a).

(a) the memorandum of association shall also state the amount of the minimum issued
share capital which shall not be less than N100,000.00 in the case of a private
company and N2,000,000.00, in the case of a public company, with which the
company proposes to be registered, and the division thereof into shares of a fixed
amount; and
(b) each subscriber shall write opposite his name the number of shares he takes
These subsections are reflected in the subscription clause.
In the samples we looked at in the last class, we looked at the subscription clause.
The clause is after number 6. The paragraph after number 6 is the subscription clause, which
is the 7th clause in the memorandum of association. Like I said, my quotation may not always
be correct. But if you check many of the samples, it starts with ‘We…’ he talks about the
content of the clause.
My friend, go back and and enter through the back door! He chases a lady about entering
through the front door.

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Notes by Abubakar A.I 39

He asks several persons to read what is in the ‘box’ contained in the sample. He asks
Muhammed Muhammed Sani to read it. Muhammed says he is not with his phone. Mika
Abdullahi Anache reads, and Prof. says he is not the one he called.
Class laughs lightly.
Waziri Fahad Idris reads, as the lecturer shows his approval with a ‘Good! Good!’ ‘Ehen?’
‘Yes'. He spends several minutes on him, as he objects to some few things he reads, due to
errors from the copy he is reading from. He asks Suleiman Musa Ovey to read. His
downloaded copy appears faulty too.
Prof. asks whose copy is correct, to volunteer in reading it. Tijjani Kanzullah Muazu
volunteers and he reads. The lecturer shows approval of what he reads. Usman Abubakar is
asked if his is like that of Kanzullah. He says yes, and reads.
Prof. goes back to Waziri Fahad Idris, whom he calls ‘Mr. Man With Yellow Cap' and asks
how his own looks like. Prof. adds that his own copy is incorrect.
Zalihat Gambo Yunusa makes a contribution seeking to explain why there are discrepancies
in the different draft samples people downloaded online.
He explains that the signatures of the witnesses is not supposed to be on top. Position of a
signature he says can become a subject of litigation in practice.
For example, in Legal Drafting, on a will. Evidence as to the fact that the testator actually
signed the paper is an issue. And that is why, in wills, it is important that the day before the
testator is signing before a legal practitioner, the two persons that are witnessing his
signature must be present. And they will append their signatures that the man actually signed
the signature out of his own freewill. This is because at a time where the will may be
contested, the man will not be alive, since wills come into effect after the testator’s death. The
signatures of the witnesses must be signed after that of testator in a will, not before.
Even in ordinary land agreement, sa hannun mai sayarwa [signature of the seller] must not
be after sa hannun shedu [signature of the witnesses]. Who is witnessing who?

Thursday, 27th February 2025

Morning Class
Main Theatre [Changed From NTB]

Again, he talks about Section 31 (1) and (2) on reservation done for 60 days. Upon
expiration of the 60 days, you must pay again and reserve the name.
Section 29 tells us how to identify a company by its name; the type of company it is. And it
can be identified by its name.
(1) The name of a private company limited by shares shall end with the word, “Limited”.
(2) The name of a public company limited by shares shall end with the words, “Public
Limited Company”.

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Notes by Abubakar A.I 40

(3) The name of a company limited by guarantee shall end with the words, “Limited by
Guarantee”.
(4) The name of an unlimited company shall end with the word, “Unlimited”.
(5) A company may use the abbreviations, “Ltd”, “PLC” “Ltd/Gte” and “Ultd” for the words,
“Limited”, “Public Limited Company”, “Limited by Guarantee” and “Unlimited”
respectively in the name of the company.
You know, some people will go and be writing FirstBank Public Liability Company. It is not
Liability, but Public Limited. [e.g, FirstBabnk Public Limited Company].
He asks a question, Enang Frances Eno attempts to answer.
He narrates an ordeal, that he was invigilating an exam one certain time, and he saw a lady
whose laps were opened. He demonstrates by opening his legs in a “waaaaaah!” fashion.
Class laughs.
He passed again and saw the same thing. Then he said ‘my friend, will you close those laps!’
In his words, the exam ‘scattered.’ And everyone was trying to look at that ‘thing’ she
opened. He demonstrates in a funny way how she closed the legs in a “puuummum” manner.
He talks about a scenario question of his favourite company, EzeBros Nig. Ltd. The uncle
was born in 1930, and wants to be appointed as a director to allow him earn some
allowances. EzeBros announces to the AGF that he is appointing his uncle as director, and
that he has used his majority vote to overrule everybody and appoint him as a majority
shareholder. A minority shareholder, Mr. Chinaka [[Link] in Hausa] opposes his
appointment. He throws the question to the class.
Several persons answer. He responds to an answer given by someone I cannot see from
where I am sitting. He says the person did not address the question. Prof. adds with a
proverbial reply, that “fire don burn Alfa and someone is asking if his gemu/beards is still
remaining.”
He was not properly nominated, Mr. Chinaka's opposition is valid.

Friday, 28th February 2025

Morning Class
New Theatre

We have finished with Memorandum of Association, so we’ll treat Articles of Association

today.

ARTICLES Of ASSOCIATION
He asks the last person at the back to read. In this case, Ajibade Mayowa Olugbenga:
Section 32 (1)
(1) A company shall have articles of association prescribing regulations for the company.

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Notes by Abubakar A.I 41

(2) Unless it is a company to which model articles apply by virtue of section 34 it shall
register articles of association.
(3) Articles of association registered by a company shall be—
(a) contained in a single document, and
(b) divided into paragraphs numbered consecutively.
(4) Reference in this Act to a company’s “articles” are to its articles of association.
Prof. asks him to continue. He says he has reached the end of Section 32. Prof. asks him what
‘continue’ means.
Class laughs.
He reads:
33.—(1) The Minister may by regulations prescribe model articles of association for
companies.
(2) Different model articles may be prescribed for different descriptions of companies.
(3) A company may adopt all or any of the provisions of model articles.
(4) Any amendment of model articles by regulations does not affect a company registered
before the amendment takes effect.
(5) In this section, “amendment” includes addition, alteration or repeal
He is asked to continue to the next section:
34.—(1) On the formation of a limited company if articles are—
(a) not registered ; or
(b) registered, in so far as they do not exclude or modify the relevant model articles, the
relevant model articles form part of the company’s articles in the same manner and to the
same extent as if those articles expressly included the relevant model articles in the form in
which those articles had been duly registered.
(2) In this section, the “relevant model articles” means the model articles prescribed by the
Commission for a company of that description as in effect at the date on which the company
is registered.
Someone, unclear from where I am sitting steps in, pressing her phone. He asks why she is
not looking at where she’s going. She appears to be smiling blankly looking at the lecturer
without having a word to say.
Suddenly, Dauda Usman steps in.
Class happily echoes ‘Prooooooooof!’ This marks his official resumption.
The Articles and Memorandum of Association are referred to as the documents of a
company. They are joined together as one.

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Notes by Abubakar A.I 42

Section 32 earlier discussed states that another name for the Article of Association is
Company’s Regulations. This is because it contains the rules and regulations by which the
company is to be managed.
Unlike Articles of Association under discourse, a Memorandum of Association is very strict.
You do not alter the format in which it appears. It has 7 clauses which follow each other. The
Articles of Association affords a person the liberty to prepare it, and then number it
consecutively. Section 32 (2) (b) talks about the consecutive numbering.
Prof. asks Yakubu Ardo Jibo why he is not looking at his CAMA, and looking at him as
though he is a journalist trying to report what is happening. He asks if he is from Kano State.
He says no, he is from Taraba State. Prof. replies, saying no wonder he is behaving in a
‘Tarabian way'.
Class laughs.
You may go to Google and look at other Articles of Association. You look at it and you may
add any part you wish.
The Corporate Affairs Commission has model samples; already prepared samples for a
company limited by guarantee, private company and a public company.
If an applicant so wishes, they may download any model at the Corporate Affairs
Commission website, modify it and add modifications that suit their preferences if they so
wish.
You may ask your lawyer to prepare it, or you do it yourself, so long as the rules and
regulations are not illegal or contrary to public policy.
If you do not specifically exclude the models the Corporate Affairs Commission has
provided, the implication is that your article will be read as part and parcel of what the
Corporate Affairs Commission has prepared. You must provide a clause that the model article
of the Corporate Affairs Commission are hereby excluded, otherwise it will be read together
with the Corporate Affairs Commission model.
When registering a Private Company for instance, you don’t supply articles of Association,
CAC will carry model Articles of Association for Private Companies and put for you.
He points at Aliyu Rizqatullah Oshoreamhe and says she is looking elsewhere and her mind
is not in the class. She looks back, thinking he is referring to someone. Prof. says he is
referring to her. He describes her with an alliteration as the ‘lady on black at the back with
black glasses'.
Let us go to Google and download samples of Articles of Association of a Private Company
Limited by Shares [As an example. You may search for a company limited by guarantee or a
public company, as all company types have a different format for Articles of Association].
Usman Abubakar volunteers to read, as he says he has one sample with him. He reads.
Your Articles of Association must also not be contrary to any established law. For instance,
an Article of Association that restricts women from participating in the company is contrary

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Notes by Abubakar A.I 43

to fundamental human rights guaranteed under the Constitition. The Corporate Affairs
Commission will therefore query it.
He confronts Ismaheel Ishaq Babatunde who was looking up. Prof. says he thought Ishaq
was consulting with the spirits as he was looking up.
Class laughs softly.
There is a shareholding qualification. For instance, every shareholder of the company must
purchase 10,000 shares within six months. If he fails to within that six months, he loses his
shares.
Where there is a dispute or conflict between Memorandum and Articles of Association, the
Memorandum of Association prevails. The Memorandum is scrutinised in terms of
compliance to the Companies and Allied Matters Act, while the Articles is scrutinised in
terms of illegality.
In exams, we usually don’t set questions on Articles of Association. The restriction clause, the
pre-emptive clause are the ones that use to concern us in exams.
He asks for questions as it is ‘discussion time’. He says you can sleep now for 5 minutes or
even consult with your spirits if you want to.
Class laughs.
Dabang Abubakar Ayuba asks him a question.
He (Prof.) reiterates that in Private Companies, the age of the Directors is not a concern, but
in Public Companies, there must be a 28-day notice given to the company when the
prospective director is above 70. [See Section 282]
Ahmad Yusuf Tunde (Baba) asks a question.
Usman Abubakar asks a question.
Bashir Yahaya Tayyib asks a question.
Garba Auwal Pali makes a contribution on being a teacher/lecturer and doing it for the
‘passion.’
Prof. talks about the reality of the academia, that it is like signing a contract with poverty if
you are not careful.
He talks about how he has been teaching Company Law at the Faculty of Law, Ahmadu Bello
University, Zaria since 1996, and asks the class how many years it is now. Abubakar Hassan
Kolapo responds, saying it is 29 years [That’s 29 sets with approximately 9,000 students
taught so far]. Prof. adds that we should ask anyone we know who graduated from the ABU
Law Faculty from 1997, 1998 up to present who Akume is. “Aaahh! Akume, that man? He is
still the one taking Company Law?” He says, in the way a typical Nigerian would respond
when you bring back old memories for them.
Prof. says the only thing he can show so far is his salary of N500k after all these years. He
rightly adds that a Professor ought to earn more than that amount. Talking about his car, he
says he ought to be riding a G-Wagon now, not the Golf he is riding. Funnily, Prof.

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Notes by Abubakar A.I 44

demonstrates how people will react when each of the two cars are parked. When it is a Golf,
someone may shout loudly “Kaaaaii! Waye wannan? [Heeeeyyy! Who is this (car for)?]. But
where it is a G-Wagon the person will silently ask, “Kai! waye wannan? [Hey, who is this?
(Polite and curious manner)]. Class laughs and he says there’s a difference between the two.
He talks about Professor Yusuf Dankofa (Hutu Alaji of blessed memory), and Hon. Justice
Benedict Kanyip, President of the National Industrial Court, who took different routes, while
they were lecturers at the ABU Law Faculty. Prof. said he buried his head in books and did
his job with passion without considering any other thing.
Prof. met Hon. Justice Kanyip at a conference and Prof. met him at his hotel room. They
discussed, and Mi Lord asked him why he is still there at ABU. Justice Kanyip said, inter alia
that he could sign a paper and all Prof.’s one-year salary would be paid in an instant.
The story reveals that there are alternative paths to success beyond just limiting oneself to
academics, a job or a route in life. Like a frog in a boiling water, it adapts to the rising
temperature of the water till it gets to a level the frog cannot bear. At that point, it tries to
jump out but realises it cannot. Adapting and remaining inside for too long has made it lost its
ability to jump out.

Wednesday, 5th March 2025

Morning Class
Main Theatre

REGISTRATION OF COMPANY
Prof. Andrew Akume Aondona steps in.
He talks about the general indiscipline of the class, and how many members of the class are
not coming for classes.
He talks about the fact that our class is the largest in the Faculty, with over 400 students, and
that there is only a limited 280 quota for the Nigerian Law school. He talks about how the
little attendances lecturers take in 500 level will be used as one of the parameters to
eliminate people, so as to get an actual number of persons needed for the required Law
School quota.
He says he will consult Prof. Prof. K.M Danladi on how he takes his attendances.
He says the Chairman should warn members of the class to attend classes.
He advises that one should not have any carryover in Company Law; first and second
semester (other courses by implication).
Prof. further makes a reference to the resit policy, and how it is making students lazy. Some
feel even if they don’t work hard now, they can just sit for a resit exam and appeal for a pass
even if they fail.
Section 36 is on registration of company:

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Notes by Abubakar A.I 45

(1) The memorandum of association shall be delivered to the Commission together with an
application for registration of the company, the documents required by this section and a
statement of compliance.
The provision Section 36 (2) says:
(2) The application for registration shall state—
(a) the company’s proposed name;
(b) the registered office address and head office address if different from the registered office
address;
(c) whether the liability of the members of the company is to be limited and, if so, whether it
is to be limited by shares or by guarantee; and
(d) whether the company is to be a private or a public company
This means to register a company, you need to:
1. Submit the company's constitution (memorandum of association) and other required
documents.
2. Fill out an application form with the company's proposed name, the company's registered
office address (and head office address, if different), whether the company members have
limited liability (and if so, how), whether the company is private or public.

Thursday, 6th March 2025

Morning Class
Main Theatre

Missed Class. But I was informed it was merely a recap on Right to Form a Company as
taught by Dr. Hannatu Adamu, who gave us the “Sambisa Test” treated above.

Friday, 7th March 2025

Morning Class
New Theatre

Prof. Andrew Akume Aondona steps in.

Sections 18 and 20 are on right to form a company.
18.—(1) As from the commencement of this Act, any two or more persons may form and
incorporate a company by complying with the requirements of this Act in respect of
registration of the company.
(2) Notwithstanding subsection (1), one person may form and incorporate a private company
by complying with the requirements of this Act in respect of private companies.

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Garba Auwal Pali asks a question.

Prof. Akume: Section 20 is the things that can disqualify somebody from forming a company.
You that asked a question (Mal. Garba Auwal Pali), can you list them for us?
He asks him to list them from his note, not from his phone. He says the note is not with him,
and that he gave it to someone else. Coincidentally, Hassan Aminu Alhaji steps in through
the exit door of the New Theatre. He gives him back his note. Prof. queries him, and Mal.
Aminu apologizes with a “sorry sir!”, then takes his sit.
Prof. asks Musa Muhammad Bashir to read them. He says the first is that he must be 18 and
above.
Where a person is less than 18, and joins two or more persons who are 18 and above, he is
cured of such disqualification.
He asks people to read the Section, Abubakar Muhammed volunteers:
20.—(1) Subject to subsection (2), an individual shall not join in the formation of a company
under this Act if he is—
(a) less than 18 years of age ;
(b) of unsound mind and has been so found by a court in Nigeria or elsewhere ;
(c) an undischarged bankrupt ; or
(d) disqualified under sections 281 and 283 of this Act from being a director of a company.
(2) A person shall not be disqualified under subsection (1) (a), if two other persons not
disqualified under that subsection have subscribed to the memorandum.
(3) A corporate body in liquidation shall not join in the formation of a company under this
Act.
(4) Subject to the provisions of any enactment regulating the rights and capacity of aliens to
undertake or participate in trade or business, an alien or a foreign company may join in
forming a company.
Questions are asked by Abubakar Hassan Kolapo, Aliyu Habiba Amira.
Prof. asks Abdullahi Idris Idris what he is thinking about, adding that he could read Idris
was not following him since the moment he stepped in late. He asks the person next to him by
the right, who in this case is Adamu Muhammad Panti. Prof. asks for the meaning of
undischarged bankrupt. Ahmad AbdulRazak Kungdap attempts. Musa Saidu (Wakawa)
answers. A ‘correct’ ‘correct’ from Prof. follows Musa’s answer.
An undischarged bankrupt is someone who is declared a bankrupt by a court of law, and has
not yet been discharged from their bankruptcy. In other words, they are still legally
considered bankrupt and have not been released from their debts.
A company winding up cannot join in the formation of another company.
Section 41 (c) (d) talks about the capacity to form a company:

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Notes by Abubakar A.I 47

41.—(1) The Commission shall register the memorandum and articles unless in its opinion—
(c) any of the subscribers to the memorandum is incompetent or Disqualified in accordance
with section 20 of this Act;
(d) there is non-compliance with the requirement of any other law as to registration and
incorporation of a company;
The CAC checks where there is requirement under any other law in respect of registration.
Another disqualification is is requirement as to qualification to practice a profession. For
example, where a person is not called to the Nigerian Bar, he is not eligible to be a lawyer.
Where also a person is not a liscened doctor, he is not entitled to be a medical practitioner.
In cases of foreigners, they ask for your immigration papers, business permit, residency
permit. He says residency and business permit are now together. Ahmad AbdulMalik
Ojogbaduwa (Strong Man) makes a contribution on residency permit.

REGISTRATION OF COMPANIES
What I will mention has already been summarised. Section 36-40 of the Companies and
Allied Matters Act, 2020 talks about the documents needed for registration.
1. Reservation of name – Section 31
2. Attorney General’s consent for companies limited by guarantee – Section 26 (4).
Section 36 - 40 highlight the remaining ones.
3. Memorandum and Articles of Association (treated as one document).
4. Notice of registered company address and head office address, if both are
separate/different. Street address is what is needed, not post office box or PMB
number).
5. List and particulars of first directors together with their written consent.
6. Statement of share capital which must reflect at least the minimum required,
depending on the type of company.
7. Name and particulars of company’s secretary.
8. Requirement of compliance with any other law.
9. Evidence of compliance with any other law as the case may be, e.g residency,
business permit for foreigners, evidence to practice a particular profession, etc.
10. Statutory requirement of compliance with all the requirements of registration such as
swearing an affidavit and attesting to understand all requirements, while believing
same to be true.
Where CAC gives you a query and you say you don’t agree, you apply to them and ask them
to seek for a direction from the court. Where they fail to, you can go to the court after 21
days.
Prof. asks Adeyefa John Olumide to read Section 41 (6). Prof. says he noticed John was
‘distracted’. John defends himself and says he is typing on his phone. Prof. asks him to read
what he has been typing. John and the class burst into laughter, as he was obviously not
really typing it. Prof. says something in Hausa, which is loosely translated to mean he (John)
does not know that he (Prof. Akume) is very experienced in things like this. Class laughs
again.

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Notes by Abubakar A.I 48

Section 41 (6) The certificate of incorporation shall be prima facie evidence that all the
requirements of this Act in respect of registration and matters precedent and incidental to it
have been complied with and that the association is a Company authorised to be registered
and duly registered under this Act.

Wednesday, 12th March 2025

Morning Class
Main Theatre
This class was dedicated solely to eulogizing Professor Kharisu Sufiyan Chukkol who died
on Sunday, 9th March 2025.
If it were a cinematic scene, Lorenz Dangel and Max Richter’s On The Nature of Daylight
picture motion score adapted for Martin Scorsese’s Shutter Island (2010) would have suited
most of the mental imageries painted.
Prof. says there are only 3 lecturers in this Faculty who are his seniors.
Class: hmmmm!
He says he is self-dependent and does not depend on anyone in this university or Faculty to
beg for anything. He says he is not among the “lallaba people” [in Hausa, meaning people
who seek for unmerited favours].
Prof. says Professor K.S Chukkol died at the age of 79.
Personally, Prof. Akume says he is in his fifties and prays God grants us all long life, and
that may he (Prof. Chukkol) huta, [rest] and that may we end well. Class echoes an “ameen!”
Chukkol was a very principled man. Prof. Akume narrates his personal ordeals in the
Faculty. He says a pamphlet was released by the people here saying he is a kafiri. He says
the man (Prof. Chukkol) schooled in Ile-Ife, OAU, that is why he might have been
“different.”
He talks about people being promoted in the university at a certain time, based on quota
basis to allay the worry of southerners dominating the university. Chukkol rejected it and
said he does not want anyone tomorrow to say he is a product of quota system. His wife was
doing Diploma in Law, and he was teaching her. She failed. He said she should go and do
NCE. He said she is his student in class, but his wife at home. He was very principled and
strange.
And people like me were beneficiaries. Chukkol used to be a chainsmoker then. You would
see him with his smoke and his books. He would tell me (Akume) that he himself (Prof.
Chukkol) used to be radical as a youngster. He brought petitions he wrote during his days
and gave me (Prof. Akume) advices. He said in order to survive in this environment, make
sure everything you get should be based on merit. If there is a promotion requirement asking
for you to bring two journals, bring 5. He adviced me to be very thorough and dedicated to
what I am doing. And that’s how to survive this kind of environment. I said a’aaahhh! Look
at this Fulani man oh, with his bushy hair like Shehu Sani.

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Class laughs.
When they asked for journals someday, if they say 10, I would bring 20.
Class: hmmmm!
They wondered how he did things, and people attested to his productivity as a young man
then.
He advises us to ensure that we are dedicated to anything we do, and that all our
achievements be based on merit, so that tomorrow, no one can contest anything against us,
including those who do not like us.
He talks about MSSN and some misunderstandings they had, and that he had their journals
in his shelf.
At a committee set up, Chukkol vindicated him, adding that Akume was not one of the
lecturers who had woman problem. A lady had claim that he forcefully removed her hijab.
Chukkol defended him and the committee ‘scattered’ after he discredited the committee as a
criminal law expert. He says till today, no one can tie him down with woman problem in the
Faculty. He says Chukkol was a very strange person who was highly principled.
He talks about some lecturers who moved to American University, and how some of them,
including one Ocheme are now there.
He says Prof. Aboki was one of the nice Professors of the Faculty who was the ‘father of the
arnas’ in the Faculty. Class murmurs.
The said Ocheme, as a young lawyer then, went to the High Court and instituted and action
against Prof. Chukkol for ‘breach of contract’ despite being his project supervisor. Chukkol
didn’t hold a grudge against him and still treated him as a normal supervisor would treat a
supervisee.
Prof. says if you stay close to people like Chukkol, there is no way you’ll not learn good
virtues. He developed the mindset of not victimising students over personal grudges with him
because of the influence of people like him. He says today, how many lecturers can do that?
Some you’ll ask them questions they’ll say you asked a stupid question.
Class murmurs in “that is a very shallow thinking!”
He says he used to be a very ‘hot guy.’ If they tell him something, he’ll reply them back.
In 2005, MSSN did a demonstration against him. It was “Akume Must Go!” That anybody
who saw Akume, he (Prof. Akume) must be executed. He was teaching that morning, and he
cancelled his lecture when a messenger said “The Dean wants to see you.” It was not
actually the Dean. Some persons just met him, and said he should just disappear.
The matter got to the VC in Samaru, and was dismissed. He was advised not be too radical
and must listen to his elders. He was advised to not make any public appearance again. He
heeded and only came out at nights.
He says the influence they (mentors like Prof. Chukkol) had was not because of what they
said, but because of what they did; more of showing workings, not cho-cho-cho. He talks

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Notes by Abubakar A.I 50

about Prof. Chukkol, Prof. Aboki, Prof. Babashani of Blessed Memory who influenced him as
‘elders of the Faculty’ then. He says they influenced his resignation from the ASUU, after he
had done what he needed to do for them, and that ASUU was radicalising him too much to be
fighting with people around. The elders were happy with him that he had biyayya [informal;
loyalty in Hausa].
He prays that Nigeria raises more people like Professor Chukkol, and that he might have
been dismissed by disciplinary committees if Prof. Chukkol had not step in for him. He was
very influential in his life. He says he is calm now, and even if he quarrels anyone in the
class, he’ll calm himself. He adds that he doesn’t victimize anybody.
Class class for him.
He asks Chairman whether he posted his Corporate Gist on our class group. He says he is
now a ‘digital prof.’
Class claps loudly for him, with a mostly soft feminine “yeeeeeeesss!” renting the air of the
Main Theatre.
The idea of going digital was conceived for him by Jimoh Mariam Ololade, Hassana Oladejo
and Hussaina Oladejo, both U17 students of the Faculty who graduated last year. They
recorded him and “arranged” everything for him. He said “this thing is good oh.” All those
Snapchat, all those things, they were the ones that taught me. He now has 1,600 and
something followers.
Prof. says we should please like, click and share.
Class claps very loudly, for Prof. has spoken the language of many social media-conscious
youngsters in the class.
Section 78 is what we will treat tomorrow. It is on foreign companies intending to carry on
businesses in Nigeria.

Thursday, 13th March 2025

Morning Class
Main Theatre
For the second time, he talks about the low turnout of the class members at length. He asks
the Chairman to post it on the group, warning people.
Section 78, Companies and Allied Matters Act, 2020 is on registration of foreign
companies. Other countries like Nigeria have their companies registration commissions like
the CAC.
When a company is registered in any other place other than Nigeria, such a company is a
foreign company.
Where a company is registered in Nigeria, the branch registered in Nigeria is a Nigerian
company, not a foreign company. Where a foreign company comes and register a branch in
Nigeria, that branch is a Nigerian company, even though the parent company is a foreign
company.

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Notes by Abubakar A.I 51

MULTINATIONAL OR TRANSNATIONAL CORPORATIONS

A multinational company like the name suggests, multi means more than one. National
means nationality. So it means it is a company with multiple nationalities. A transnational
company (TNC) is a corporation that operates in multiple countries, with a global reach.
Companies too can have multiple citizenship just like persons. They attain this where they
register in different countries. He cites an example with Dangote’s company registered in
Ghana, Tanzania, etc. It means therefore that it is a multinational company.
A company incorporated in a certain country becomes a ‘citizen’ of that country it is
registered in.
He talks about Coca-Cola registered in different countries. He asks who knows the name the
company is registered with in Nigeria. Usman Dauda (Prof. Dawood) says Nigerian Bottling
Company Ltd. Prof. Akume affirms it and says many people do not know that “Coca-cola” is
not the company’s name but their product. And that if you go to Ghana, Pakistan, Gambia,
etc., you’ll see different names with which they are registered with. Their corporate
headquarters is in Atlanta, United States of America.
He says our class is very wicked, that he shared his Corporate Gist and we did not follow
him.
Class laughs.

Friday, 14th March 2025

Morning Class
New Theatre
A foreign company is permitted to have an address for the purpose of incorporation.
It is permitted because it is one of the requirements for registration, for receiving notices. It is
not a P.O Box number, but a street address.
Notice of registered office address and head office address, are what you need for
incorporation, if both are different.
Section 20 (4) recognizes the right of aliens to form companies.
(4) Subject to the provisions of any enactment regulating the rights and capacity of aliens to
undertake or participate in trade or business, an alien or a foreign company may join in
forming a company.
These aliens, who are non-Nigerians may include natural persons or artificial persons.
A foreign company registered in any other country, interested in running a business in
Nigeria, may come to Nigeria to register a company.
If that foreigner is a natural person, all he needs to do is to get passport, or if in ECOWAS,
ECOWAS passport

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He can just enter vehicle and go to CAC and just register his company. Or if a Ghanian, with
his business partner, he will just enter aeroplane and just go to a Nigerian lawyer. And then
he goes to the CAC and register a company.
Confusion arises where a foreign company, for instance, Ghana Industries Ltd. or Ghana
Cement Ltd., wishes to come into Nigeria to open a branch, which will produce and market
Ghana Cement in Nigeria. There is a question of how the company may come to Nigeria,
brief the lawyer to register it, such that the company name will now be Ghana Cement Nig.
Ltd.
He asks who can suggest how that may take place. Nafiu Umar Jega suggests. Prof. replies,
saying he does not understand his question. He makes a scenario example with one Mr. Kofi
Annan. Ahmad AbdulRazak Kungdap volunteers. Umar Bilal Zambuk volunteers, talking
about the processes of him coming, paying his transport, getting a good hotel and getting
good lawyers. Usman Dauda volunteers, saying he will first write a letter to the Ministry of
Trade and Investment. Prof. Akume says ‘it is you that he will write letter to. My friend, sit
down.’
Class laughs.
Prof. Akume responds. Isma’il Abubakar volunteers, saying he must go to the Nigerian
Embassy first. Prof. says if he has an ECOWAS passport, it obviates the need for that.
Where it is “Kofi Industries Ghana Limited” that wants to come and open a company in
Ondo State to buy and process chocolates, how will the company come into Nigeria to come
and look for a lawyer? He asks, since the company is an artificial person, that is not physical
to enter a plane, stay in an hotel and look for a lawyer.
Nafiu Umar Jega is asked to read Section 78 (1) partly:
78.—(1) Subject to sections 80-83 of this Act, every foreign company which before or after
the commencement of this Act was incorporated outside Nigeria, and having the intention of
carrying on business in Nigeria, shall take all steps necessary to obtain incorporation…
Aboki Siyakam Salah volunteers. He says Mr. Kofi Annan will sign on behalf of the company.
Ango Jabir Ibrahim volunteers. He asks him what state he is from. Class laughs. He says
Kaduna. Prof. asks if that is the law El-Rufai left for them before he left office.
Class laughs again.
Prof. says expatriate quota, as stated by Jabir is not a part of the requirements.
Usman Abubakar volunteers. He talks about the directors and representatives of the company
doing it on behalf of the company. Prof. adds that they can send their signatures
electronically to a lawyer in Nigeria.
Jacob Emmanuel Kambada volunteers.
Dauda Usman volunteers again. He says they will come to Federal Inland Revenue for
allocation. Prof. Akume says company in Ghana, that has not existed yet, we are thinking of
how to register it, you are talking of Federal Inland Revenue Services. Prof. Akume bursts

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into a soft laughter. Class, reacting on a Pavlovian reaction after Prof. Akume’s soft laugh
bursts into a hard laughter, shouting ‘Proooof!’ while referring to Dauda Usman (Prof).
Tanimu Abdullahi volunteers.
He asks the second row at the entrance of New Theatre and says “so nobody here is able to
say something?” He says somebody should raise hand and ‘talk’ the answer he just
suggested to them. Class laughs.
Ismaheel Ishaq Babatunde volunteers. Prof. Says he should ‘remain small’ so that he will not
finish the answer for someone to answer. Class laughs.
Musa Saidu (Wakawa) volunteers.
Prof. asks ‘that man that removed his hula [cap]’ to say something. In this case, Ibrahim
Aliyu (Malkohi).
Usman Abubakar answers, saying a resolution needs to be passed by the company. Prof.
replies, saying he has spied his phone for the answer. Class laughs.
As already treated, companies can only act through their human agents; directors or any other
representative. And like he said, (referring to Usman Abubakar), they must pass a resolution
that they have appointed Chairman and Assistant Chairman to represent the company. Like
Siyakam said, they will sign for, and on behalf of the company. They come to Nigeria to take
all necessary steps that Mr. Kofi will take if he is registering it as a natural person. Is the
answer not very simple? Very, very simple. So you can see, the processes of obtaining
incorporation by company or persons is not difficult.
The only challenge may be, though in Nigeria it’s not a problem, because in Nigeria,
everything is possible.
Class laughs.
If the company in Ghana wants to send some Ghanians to come to Nigeria to come and stay,
so that they will be the directors, those Ghanians will have to come to Nigeria by themselves.
In that case, they must come to Nigeria physically and collect residency permit and business
permit. But like I said, this is Nigeria. If you arrange with immigration, especially with US
Dollars, you’ll find your way through. Prof. makes a biblical allusion “For in Nigeria, all
things are possible”, which is an allusion to “For with God, all things are possible.”
Abubakar Usman asks a question. Prof. says ECOWAS passport only allows another person
to stay in a member country for 90 days.
Ogido Waseelah Haweza from the second row, condemned by Prof. volunteers.
Dauda Usman (Prof.) asks a question. He asks “the first one (question)”, on what are the
conditions that will make the CAC withdraw a foreign company’s registration.
Prof. Akume says where a dispute arises in two countries, for instance, between Nigeria and
Russia, and the subject of dispute is in Nigeria, Nigerian courts will have jurisdiction.

Wednesday, 19th March 2025

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Notes by Abubakar A.I 54

Morning Class
Main Theatre
Section 80 provides that:
80.—(1) A foreign company may apply to the Minister for exemption from the provisions of
section 78 of this Act if that foreign company belongs to one of the following categories, that
is—
The Minister is that of Commerce, Trade and Investment. It depends on the name they call
the Minister from time to time. Now it is Federal Ministry of Trade, and Investment. Foreign
companies can be granted permission to come do business without regerstring in Nigeria if
they have an exemption certificate.
He talks about our class again, and how our attendance is low. He says our class is a very
bad class. That our class is pretty disadvantaged. There are lots of human beings who are
unserious, and who weren’t supposed to be here in the first place. That several lecturers told
him our class is unserious. Class disagrees loudly.
He reminds us that our class, being over 400 is way beyond the 280 quota of NUC and Law
School.
Section 78 (3) states the types of companies. Farouk Farida Mohammed reads:
(3) Nothing in this section affects the status of any foreign company—
(a) Which before the commencement of this Act was granted exemption from compliance
under the provisions of any preceding Companies Acts that had been applicable in
Nigeria before the commencement of this Act; and
(b) Exempted under any treaty to which Nigeria is a party.
Those companies already incorporated under the 1990 Act can therefore continue to do their
businesses under the 2020 Act. They have certificate of exemption and not incorporation.
Secondly, where Nigeria signs a treaty with another country, on Trade agreement, that the
countries may both allow each other do business without incorporation, that is a reciprocal
treaty that applies here.
Section 80 (a) states the other third exception:
(a) Foreign companies other than those specified in paragraph (d), invited to Nigeria by
or with the approval of the Federal Government to execute any specified individual
project;
For example, Nigeria wants to build a special company to ehhmm…, produce electric cars,
and they invite Germany to do that, for they know they do that already in Germany, and
invite them over to Nigeria. Germany may now say we don’t want to do business in Nigeria.
Nigeria will now say no no! We will give you exemption. You don’t need to register.
He talks about the building of Dangote Refinery, in which the builders did so without having
to be incorporated, but getting approval.
Nafiu Umar Jega reads:

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Notes by Abubakar A.I 55

(b) Foreign companies which are in Nigeria for the execution of specific individual loan
projects on behalf of a donor country or international Organisation;
It means that when a foreign company comes to execute a loan project, on invitation by
Nigeria, for instance, a loan initiated by Nigeria through World Bank, for building an electric
railway. World Bank may engage a company in Switzerland, which is expertise in building
electric train railways. Where the project is executed, they go away without having to
necessarily register as a company in Nigeria.
(c) foreign government-owned companies engaged solely in export promotion activities;
and
Those are like activities relating to Chambers of Commerce. They can come to teach you how
to export your products. We have noticed that you use to eat kpomo too much, there are
better ways for you to export your kpomo too instead of eating it.
Class laughs.
He asks someone at the back to read. Tanimu Abdullahi reads:
(d) engineering consultants and technical experts engaged on any individual specialist
project under contract with any of the governments in the Federation or any of their
agencies or with any other body or person, where such contract has been approved by
the Federal Government.
It allows individuals to come and do business in circumstances where ordinarily, they
ought to have registered as a company.
Basiru Babatunde Ayinde makes an observation on Section 78 which lists 3 exemptions.
He answers, saying it’s a typing error.
Musa Saidu (Wakawa) makes an observation. The class ‘a’aaahns!’ In a “what the heck”
fashion.

Friday, 21st March 2025

Morning Class
New Theatre
Prof. Andrew Akume Aondona steps in.
Again, he asks where other members of the class are, in light of the fact that we are over
400. He queries the Chairman as to where they are.
He asks Mallam Yunusa Babangida to help him ‘think’ and tell him what impression the
class gives by having over 300 absentees.
If the majority of the class is present, and the minority is absent, it’d have been a less
serious issue according to Prof.
He says he doesn’t know how they can label the class a serious one, and no empirical
evidence to use in pointing to that.

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He asks when our exams will commence. Class echoes 21st April. He says by next week,
he will have to give us an assignment which will be our C.A.
He recaps on our last discussion on foreign companies and says we’ll go to Section 84.
He asks someone at the back to read, in this case, Muhammad Bello Muhammad
(Santuraki). He reads:
84. Except as provided under sections 80, 81 and 82 of this Act—
(a) nothing shall be construed as authorising the disregard by any exempted foreign
company of any enactment or rule of law; and
(b) nothing in this Chapter shall be construed as affecting the rights or liability of a
foreign company to sue or be sued in its name or in the name of its agent.
Foreign companies are not legal personalities since they are not registered in Nigeria.
There is a question of their right to sue or be sued since they are not incorporated in Nigeria.
It must be noted that being allowed to operate in Nigeria is not a license for any foreign
company to disregard Nigerian laws. Whatever is the law in Nigeria, they are subject to it.
A company exempted from incorporation in Nigeria can still sue and be sued in Nigeria even
though not incorporated in Nigeria. So, the fact that a foreign company has not been
incorporated in Nigeria does not mean it cannot be sued or sue to enforce its right or be sued
to enforce liability against it. This means the Companies and Allied Matters Act recognises
the corporate personality of companies not registered in Nigeria.
If you go to London, collect their goods and run away, and come to Nigeria and be
running business, you cannot raise preliminary objection that they have not acquired
exemption when they decide to sue you in Nigeria. This is one of the good things about
the CAMA, and Nigeria is a very free country for investments. You come to Nigeria to sue
somebody, you don’t need incorporation.
What are the assurances that Nigerian laws or government have for foreign investors?
From the definition of any two or more persons who are eligible to run a business, it
means Nigerians and non-Nigerians.
A foreign investor may decide to register a company and run his business like a normal
company would, so long as the foreign investor has residency and business permit. A
Nigerian business has no advantage over a foreign business.
There are situations after you have registered your company or after granted exemption
as a foreign company, that you discover that you need foreign expertise. To employ some
foreign experts to work for that company, you may apply after incorporation at the
immigration for expatriate quota. This allows the Immigration Service approve some
certain number of vacancies that should be filled only by foreigners. That is the expatriate
quota. The application for expertise may be for several reasons; there may not be any
Nigerian expertise on that. These experts we are bringing, they are the ones that know the
secret of this technology we are bringing. The people we are bringing from London are
the only ones that know how to operate this machine that we are bringing. Or they will

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Notes by Abubakar A.I 57

say the formula we use in producing Coca-Cola is a business secret. And it’s not
something we can teach anybody because they will go and copy it. The persons that we
are bringing to come and mix those chemicals are in Atlanta, USA. So, we will bring
them. A company registered in Nigeria should employ Nigerians. Where you require non-
Nigerians to be employed, you apply to the immigration to approve the number you need.
They will be the ones to approve those people that you need.
What are the guarantees, assurances that foreigners have when they come to invest in
Nigeria?
Usman Abubakar asks a question.
Prof. Akume asks the class what is the use of an exemption certificate to foreign
companies in Nigeria.
Nafiu Umar Jega answers. Abdulrasheed Hanifat answers. Musa Saidu (Wakawa)
answers. Prof. agrees with Musa’s view and says it allows them operate in Nigeria and
grants them legal status. He echoes ‘Good! Good!’ occasionally, while responding to
Musa’s answer and adds that the exemption allows the company to do what an
incorporated company will do. It also gives the company a legal existence and recognizes
its existence as a registered company in Nigeria. The disability it will suffer from not
being registered is taken away. It is as good as saying it is registered for that period of
exemption.
He comes back to Mal. Usman Abubakar’s question which was on the taxes companies
pay to the Government, comprising of Value Added Tax (VAT) and Companies Income
Tax. For the purpose of these taxes, companies must register with the Federal Inland
Revenue Service to collect an identification number.
He says it’s like a registration number for us. When he calls U18CL1058 for instance, the
person will know himself. He asks if there’s anyone like that. No one answers, for the
registration number has become vacant. He asks Nafiu Umar Jega his registration
number. He says it, and Prof. calls him by the number, and he raises his hand.
Exempted companies are not registered with Corporate Affairs Commission, how do they
acquire an FIRS number? There are companies already in existence before this current
Companies and Allied Matters Act. Once that foreign company starts operation, it opens a
bank account with their exemption certificate. They go to the FIRS to acquire a Tax
Identification Number (TIN).
He says some of us will become business tycoons when we leave here. But there are some
of us that are ‘government pikins’ or magistrates that will be collecting people’s goats
and chickens in place of bails from poor people. He says we should be business persons
and be the ones giving to the talakawa [poor people], rather than taking from them.
Class laughs as he says all these.
He asks ‘this man from Ondo’, Mr. Ajibade Mayowa Olugbenga, if he is a business
owner. He says he has a cocoa farm. Prof. says that those who want to start a chocolate
business should meet him.

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Notes by Abubakar A.I 58

You should browse for Nigerian Investment Promotion Act PDF copy. Section 24, 25 and
26 talk about the assurances that a foreign investor has.
Rufai Rafiat Oloruntomi asks a question. Muhammad Hamza asks his. Hamza Abubakar
Sunusi, another ‘business tycoon’ of the class asks a question.
Prof. Says the role of the Joint Task Board is to prevent duplicity of taxes. Nura Ashiru
Aliyu asks another.
He says Rufai Rofiyat’s question is a special one. To answer her question, he asks her
and the class members to download the Foreign Exchange Monitoring and Miscellaneous
Provisions Act. It regulates the business of Foreign Exchange in Nigeria. It legalises the
buying and selling of dollars in Nigeria. It is the law that legalises the black market. He
asks her to read Section 15 of the downloaded Law, Foreign Exchange Monitoring and
Miscellaneous Provisions Act:
15. (1) Any person may invest in any enterprise or security, with foreign currency or
capital imported into Nigeria through an Authorised Dealer either by telegraphic transfer,
cheques or other negotiable instruments and converted into the naira in the Market in
accordance with the provisions of this Act.
He asks Auwal Rukaya Jibo to read Section 24 of the other statute earlier referred to,
Nigerian Investment and Promotion Act. She reads:
24. Investment guarantees, transfer of capital, profits and dividends to this section, a
foreign investor in an enterprise to which this Act applies, shall be guaranteed
unconditional transferability of funds through an authorised dealer, in freely convertible
currency, of—
(a) dividends or profits (net of taxes) attributable to the investment;
(b) payments in respect of loan servicing where a foreign loan has been obtained; and
(c) the remittance of proceeds (net of all taxes), and other obligations in the event of a
sale
or liquidation of the enterprise or any interest attributable to the investment.
He asks Enang Frances Eno to read Section 25 of the Nigerian Investment and
Promotion Act:
25. Guarantees against expropriation
(1) Subject to subsections (2) and (3) of this section
(2) (a) no enterprise shall be nationalized or expropriated by any Government of the
(3) Federation; and
(4) (b) no person who owns, whether wholly or in part, the capital of any enterprise shall
(5) be compelled by law to surrender his interest in the capital to any other person.
He asks an ‘oyinbo pepper’ at the back to read. Prof. points at Waziri Fahad Idris. Prof.
says he should read Section 26 of the Act. He reads that of the CAMA instead, and Prof.
rants at length. He ‘prays’ God delivers our class.

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Notes by Abubakar A.I 59

He asks Ahamefula Wisdom Onyedikachi to read it:

26. Dispute settlement procedures
(1) Where a dispute arises between an investor and any Government of the Federation in
respect of an enterprise, all efforts shall be made through mutual discussion to reach an
amicable settlement.
(2) Any dispute between an investor and any Government of the Federation in respect of
an enterprise to which this Act applies which is not amicably settled through mutual
discussions, may be submitted at the option of the aggrieved party to arbitration as
follows—
Prof. aks him to stop there. He says in the next class, he will ask members of the class
about it. If anyone can’t identify them, he will send the persons out, and that next week is
a ‘sending out week’. Garba Sirakatu reminds him there’s no school next week. Today is
the 21st Ramadan and Eid is fast approaching. But this is the continuation of the section:
(a) in the case of a Nigerian investor, in accordance with the rules of procedure for
arbitration as specified in the Arbitration and Conciliation Act; or
(b) in the case of a foreign investor, within the framework of any bilateral or multilateral
agreement on investment protection to which the Federal Government and the country of
which the investor is a national are parties; or
(c) in accordance with any other national or international machinery for the settlement of
investment disputes agreed on by the parties.

Wednesday, 9th April 2025

Morning Class
Main Theatre
He talks about the fact that many students are not attending classes. He asks the
Chairman to stand up and take a look. He says the reason why he has been emphasizing
this is that every year, some students will not attend classes, fail and say he is wicked.
That there are some students with boyfriend and girlfriend lecturers that will send them
to help them talk to him.
If you go to Google, Google Nigerian Investments Promotion Act. He says it is very
relevant to our exam.
Usman Abubakar reads Section 24, which was previously read by Auwal Rukaya Jibo in
the earlier class:
24. Investment guarantees, transfer of capital, profits and dividends to this section, a
foreign investor in an enterprise to which this Act applies, shall be guaranteed
unconditional transferability of funds through an authorised dealer, in freely convertible
currency, of—
(a) dividends or profits (net of taxes) attributable to the investment;

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Notes by Abubakar A.I 60

(b) payments in respect of loan servicing where a foreign loan has been obtained; and
(c) the remittance of proceeds (net of all taxes), and other obligations in the event of a
sale or liquidation of the enterprise or any interest attributable to the investment.
The first guarantee is that a foreign investor is allowed unconditional freedom to
transfer money to any country of his choice in any currency. For example, in Nigeria, the
pounds, Saudi Riyals, United States Dollars, etc.
A freely convertible currency is anyone you can take to Bureau de Change and convert.
Dollar is the most freely convertible currency in the world. Even if you go to Zaria hotel,
you can easily pay Naira and convert to dollars. He says you can’t carry stacks of dollars
in a ‘ghana-must-go’ to the airport, Immigration officers will charge you for money
laundering. Prof. Says the limit of what you’re permitted to carry with you is $5,000.
Freely convertible currency must come from three sources according to the section above
a. Dividend or profit.
b. Payment in respect of loan servicing, where a foreign loan has been collected.
c. The remittance of proceeds (net of all taxes), and other obligations in the event of a
sale or liquidation of the enterprise or any interest attributable to the investment.

He reads Section 25 above, already read by Enang Frances Eno in the last class.
The second guarantee is that Government is not expected to nationalise a person’s
investments. You collect all what private individuals invested and convert them to
Government property. That is what expropriation means, when you collect someone’s
something by force. I have a school, Akume Secondary School. Then Government will now
expropriate it and rename it Kaduna State Government Secondary School.
In expropriation, you collect someone’s property and give it to another person. In
nationalisation, Government collects it and turns it to their own.
The third guarantee is that where Government has to nationalise a foreign investment, by
necessity, it must be shown that that investment is being nationalised in public interest.
The Government must then have to show that such nationalisation is in public interest, and
that the investor whose investment is being nationalised, has the right to approach the court to
determine if really it’s in public interest, in a court of law.
The investor has to be paid a fair and adequate compensation where the court decides it is in
public interest to nationalise it. Even where he (investor) agrees, he will be given a fair and
adequate compensation. This means compensation at market value. Valuers are gotten to
value the investment. The Government will now pay him based on the value of that valuation.
Can you now say when you acquire something and pay for compensation it is
nationalisation? No! That is buying and selling. Where the Government takes something from
someone and no compensation is given, that is expropriation. You can only call this kind of
nationalisation, buying by force.
Class: laughs

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Notes by Abubakar A.I 61

You force a person to give up his investment and give him money.
The fourth guarantee is Dispute settlement procedure. This means dispute between the
investor and Government must first involve a mutual discussion to reach an amicable
settlement. If they discuss, drink tea, drink Maltina and eat meat pie and the discussion does
not discuss…
Class: laughs
Then after that fails, they will now resort to arbitration by involving a third party. If the
investor is a Nigerian who brought money from America to invest in Nigeria, the Nigerian
Arbitration Act, 2023 will be applicable in the course of the arbitration. If he is not a
Nigerian, they look for an International arbitrator. Going to court is the last option. Did you
see going to court in these options? No. So this means you must first go through these
procedures. Court is just the last option.
That Law, NNIPC Act was made on 16th January 1995, which is 30 years ago in 2025. In
terms of ease of doing business, the laws relating to investments are stable. That is a fifth
guarantee. The Government has been following and complying with the Law, religiously for
30 years.
Dauda Usman (Prof. Dawood) asks a question.
The assignment:
Analyse the Business Facilitation Act and the Nigerian Startup Act, bringing out all
Provisions that relate to promotion of corporate investments in Nigeria.

Friday, 11th April 2025

Morning Class
New Theatre

PROMOTERS
He asks Nafiu Umar Jega to read Section 85 of the Companies and Allied Matters Act,
2020:
85. Any person who undertakes to take part in forming a company with reference to a given
project and set it going and who takes the necessary steps to accomplish that purpose, or who,
with regard to a proposed or newly formed company, undertakes a part in raising capital for
it, is deemed a promoter of the company: Provided that a person acting in a professional
capacity for persons engaged in procuring the formation of the company shall not be deemed
to be a promoter.
To be a promoter, two things must be present.
1. He must agree to do at least one thing that will make the company come into
existence. It may be that he has agreed to provide money for the lawyer that will do
the registration. Or he will say, I have a car. I will donate my car so that they will be

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Notes by Abubakar A.I 62

using it to be doing official duties. Or he will say I have a pick-up or ‘kurkura’. I will
give it when the company is formed so that they will be using it to be packing goods.
Or I know one Alaji that has money. I’ll convince him to come and join in the
formation of the company.

2. The second is intention to do it. And means in the section (section 85 above) that
apart the fact you said you will contribute, it is followed by the fact that you will
actually carryout that intention of yours. That is what makes the person a promoter.
The fact that someone says you see that my room in PZ, Room 20, I will give the
company to use as office, I’ll not collect rent. That is what?
Class: Intention
Then when they want to do registration, they now say Alaji, write paper for us that
you hereby agree we use the place as registered office address, we want to start doing
the registration of the company. Then he will now say ‘kuyi hakuri.’ [be patient (with
me). A way of saying “I’m sorry” while referring to more than one person. He will
keep giving them excuses. In that case, has he realised his intention?
Class: Nooo!
He is not a promoter in this case.
Prof. adds that where a person for instance pledges to contribute N100,000 and gives
N50,000, promising to give the remaining balance later, he will be considered a
promoter, as he has taken a step by making committement.

Airede Princess Habiba asks a question.

Then the next one, with respect to raising capital for a newly-formed company, or a
company in proposed state.
Hajiya, we don’t have money to start business. Please help us to raise money to start
the business. He demonstrates with a call gesture, that she will call Alhaji Dangote
and solicit for funds on their behalf.
In this case, Hajiya is a promoter. This condition is that it must be a newly-formed
company. If it is an old company, and she undertakes to raise the money, she can’t be
a promoter.

Now, the exception is a person acting in professional capacity. Where you engage a
lawyer or accountant to help you register the company, he is not a promoter. You pay
him to register it. That is his business. Or an accountant, you say accountant, come
and help us prepare a software for the accounts of our company. You will now pay
him N20,000. He is not a promoter. He has just done his job. He gives an analogy
with a lawyer defending an accused murderer. You can’t now come and say because
he defended him, he is an accomplice and should go to jail. He is only doing his job.
Where the lawyer who does a registration now says the N1 Million he is to be paid as
service fees, that they should use it to buy shares for him in the company instead,
because he sees that the company he’s registering has prospects, he has changed from
a professional to a promoter.
Dauda Usman asks a question.

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Notes by Abubakar A.I 63

He answers that you can finance a company by giving them shares (share capital) or
finance them by debt (debentures in CAMA), i.e giving them loans.
Abubakar Hassan Kolapo asks a question, on what the benefit of being a promoter is.
Prof. says you may, for instance, after giving loans, receive interests in return. You
may also do it voluntarily with no rewards expected.
Zalihat Gambo Yunusa, Nafiu Umar Jega ask a question.
Prof. Akume Says he is a Promoter of our dreams in becoming lawyers.
Class claps for him.
He talks about our group assignment, gives modalities and asks for suggested submission
date.
He tells us about Professor Apinega. Prof. Akume says they were in the same class for LLB.
He (Prof. Akume) came in as a DE student at 19. They graduated and went into life. He came
into the system as a lecturer. Professor Apinega became his student and major supervisee.
He’d call him ‘sir’ even though he was older than him. We were classmates, but life has
changed our class.
The point I’m making is that, the fact that someone graduates before you does not mean he
will be faster than you in life. There are students who I have taught that I call ‘sir’ because of
the offices they occupy now.
He talks about how he met a Director whom he (Prof. Akume) refused him to call him (Prof.
Akume) sir. Prof. Akume was his (the Director’s) lecturer while he was a student.
Your failure, by repeating may be destiny. You embrace destiny in good fate. Company Law
is not a course that will give you high blood pressure.

Thursday, 17th April 2025

Evening Class
Red Seat Theatre, Public Administration
First-ever class in this venue. The Legal System scheduled for this venue in 200L got
cancelled.

A company becomes a legal personality from the day it appears on its certificate of
incorporation. That is the day the company is deemed to become a legal entity. The thing the
promoters are doing, and arranging those things and plans, the company is not yet
incorporated. The promoters are the ones making preparations for its incorporation. Since
the company was not incorporated when they were doing all these things, on whose behalf
are they doing these? This is a Commercial Law principle. Who can answer?
Monyei Daniel Chukwueloka volunteers, says ratification. Prof. disagrees.
So, under Commercial Law, when an agent is acting for a non-existent principal, that is the
rule in an old English case. Who can say it? The name starts with “K”.

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Notes by Abubakar A.I 64

No one is able to remember. The agent is personally liable where he is acting for a non-
existent principal, Prof. says, while corroborating Ali Hassan Hassan’s answer. The old
English case is Kelner v. Baxter as Hassan identified.
When we apply this principle, we say the promoters are personally liable for the non-existent
company. The common law provided the principle of ratification to enable the principal ratify
agreements when the company is incorporated.
That Section 86 (3) is to the effect that the company can ratify those contracts before its
incorporation, after it has been incorporated.
He asks someone with a loud voice to read the processes mentioned in the section. Farouk
Farida Mohammed, the “correct voice” volunteers.
Class: Hmmmm! The class is impressed by her Received Pronunciation English accent.
She reads:
(3) Any transaction between a promoter and the company may be rescinded by the company
unless, after full disclosure of all material facts known to the promoter, such transaction shall
have been entered into or ratified on behalf of the company by —
(a) the company’s board of directors independent of the promoter;
(b) all the members of the company; or
(c) the company at a general meeting at which neither the promoter nor the holders of any
share in which he is beneficially interested shall vote on the resolution to enter into or ratify
that transaction.
Mr. A rents a house to use for a company to be formed. The company ratifies it after
formation. Where it is not formed, he becomes liable for the rent of that house.
All members must be present at that general meeting where the ratification is to take place.
This number c is a situation where you call a general meeting. So long as you have a quorum
of 1/3, the meeting will hold even if all the members are not present.
He calls Farouk Farida Mohammed “Americanah, American Baby.” He says he likes the
way she speaks.
Class: Yeeeeeeee [happily]! Claps
Beneficial interest means you cannot benefit from it. You know, it’s like they rub honey on
your lips and they say you should not lick it because you don’t have right to lick it. You can’t
sell shares, you can’t use the dividends that come, somebody else will use it. There are many
companies in Nigeria today that the beneficial holders are not the ones holding it. The
holders are in Aso Rock. You only hold it in trust.
If in a company there are those types of people, holding it on behalf of a promoter, those
people cannot vote and have to leave the meeting.

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Notes by Abubakar A.I 65

Under the Investments and Securities Act, 2024, where the company issues a prospectus, a
prospectus is a document advertising to the public to convince them buy shares from a
company.
The effect of ratification is that it becomes effectual after the contract has been ratified. He
calls for questions.
He says we will review the topics treated this semester. He asks for someone who has
attended all the classes we’ve had this semester. Class calls for “001”, Raji Nafisat
Abdulwaliyu. She reads the topics treated.
He says he will not ask questions on Articles of Association, but will ask on Memorandum of
Association. He says we should not take any topic for granted. He says each question will
carry 5 marks each. Highest, 7 and half, that there is 1a, 1b, etc.
He says we can write half a booklet and get 50-60 marks, that we should not bother where
someone asks for extra booklet.
If we ask you question, just be direct. They ask somebody that attempt a working definition of
a company. He will now start, “before we define a company, it is important to note that a
company is important for business. According to the case of Salomon v. Salomon…” he has
finished one page already.
Class laughs.
That is what use to make people fail exam. So, go straight to the point.
All you need is to supply the correct answers. In one hour, you can finish and submit your
script. What is the liability of a person in a company limited by shares? He says this is just a
“sample question.”
Dauda Usman answers that “his liability is limited to the number of shares he has in the
company.” He is given 4/7 marks by Prof. Akume.
Aminu Amina Dabo answers. She says “the liability of a person in the company is limited to
the number of shares he holds, which he has not paid for.”
That is the answer to question 1b. That is how many lines? The highest is 3 lines. Question
1a, maybe you just define a company in 5 lines. You are done. He says whether you quote a
section wrongly or not, it is not his concern. His concern is that you should know the answer.
Saidu Musa (Wakawa): Kai! A tapa ma Prof. [Hey! Prof. should be clapped for].
Class: claps
If you quote sections correctly though, you get extra marks. Sometimes, you may see a
problem question that is very long. The answer may just be one line. It is on your ability to
decode the answer.
He talks about a legal practitioner who waives his legal fee after registering a company. He
asks if he is a promoter. He asks us to discuss it amongst ourselves and encourages us to
create hypothetical questions and discuss amongst ourselves.

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Notes by Abubakar A.I 66

This marks the end of Company Law for first semester. Second semester will continue from
the page beneath.

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