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Companies and Allied Matters Act 2020 · Part B · Chapter 11

Section 271 Number of directors

(1)
Every company, not being a small, company shall have at least two directors.
(2)
Subject to subsection (1), any company whose number of directors falls below two shall, within one month of its so falling, appoint new directors and shall not carry on business after the expiration of one month, unless such new directors are appointed.
(3)
A director or member of a company, not being a small company, who knows that a company carries on business after the number of directors has fallen below two for more than 60 days is liable for all liabilities and debts incurred by the company during that period when the company so carried on business.
Cite as: Companies and Allied Matters Act 2020, section 271

What this section means

From the guide: How many directors must a company have in Nigeria?

  • A company that is not a small company must have at least two directors (section 271(1)).
  • If the number falls below two, the company has one month to appoint new directors and may not carry on business after that month unless it does (section 271(2)).
  • Section 271(1) says every company, other than a small company, must have at least two directors.
  • A company in that position must appoint new directors within one month and must not carry on business after the month ends unless it has done so (section 271(2)).
  • A director or member who knows the company carried on business with fewer than two directors for more than 60 days is personally liable for all the liabilities and debts the company incurred in that period (section 271(3)).

Read the whole subject

Source: Companies and Allied Matters Act 2020 (Act No. 3 of 2020), Official Gazette No. 124, Lagos, 10 August 2020. General information, not legal advice.