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Companies and Allied Matters Act 2020 · Part B · Chapter 1

Section 54Limitation of liability to contribute to share capital if memorandum, etc., altered

Except to the extent to which a member of a company agrees in writing at any time to be bound thereby, and anything to the contrary in the memorandum or articles notwithstanding, the member shall not be bound by any alteration made in the memorandum or articles of the company requiring him on or after the date of the alteration to—
(a)
take or subscribe for more shares than he held at the date on which he became a member ;
(b)
increase his liability to contribute to the share capital of the company; or
(c)
pay money by any other means to the company.
Cite as: Companies and Allied Matters Act 2020, section 54

What this section means

From the guide: How to alter a company’s memorandum and articles under CAMA 2020

  • Despite anything in the memorandum or articles, a member is not bound by an alteration made after he became a member that requires him to take or subscribe for more shares than he held, to increase his liability to contribute to share capital, or to pay money to the company in any other way, unless he agrees in writing (section 54).

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.