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

Section 313 Prohibition of secret benefits

(1)
A director shall not accept a bribe, a gift, or commission either in cash or kind from any person or a share in the profit of that person in respect of any transaction involving his company in order to introduce his company to deal with such a person.
(2)
If a director contravenes the provisions of subsection (1), he commits a breach of duty and the company shall recover from the director the actual gift and sue him and the other person for damages sustained without any deduction in respect of what the director has returned.
(3)
Where the gift is made after the transaction has been completed in a form of unsolicited gift as a sign of gratitude, the director may be allowed to keep the gift, provided he declares it before the board and that fact shall also appear in the minutes book of the directors.
(4)
In all cases concerning secret benefits, the plea that the company benefited or that the gift was accepted in good faith is not a defence.
Cite as: Companies and Allied Matters Act 2020, section 313

What this section means

From the guide: Property deals with directors and secret benefits under CAMA 2020

  • A director may not accept a bribe, gift or commission for introducing the company to a deal (section 313).
  • The company can recover the gift and sue the director and the other person for damages without any deduction for what the director has returned (section 313(1) and (2)).
  • A genuinely unsolicited gift of gratitude made after the transaction is complete may be kept if the director declares it to the board and it is recorded in the minutes (section 313(3)).
  • It is no defence that the company benefited or that the gift was accepted in good faith (section 313(4)).

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.