Short answer
The Business Facilitation (Miscellaneous Provisions) Act 2023, signed in February 2023, amended CAMA 2020 in about twenty places. The gazetted text of the Act that the section pages quote is the 2020 text, so check this table before relying on a section that appears in it.
What changed
| Section | Gazetted CAMA 2020 | After the 2023 Act |
|---|---|---|
| 127(1) | Issued share capital increased only in general meeting | Increase by general meeting or by a board resolution, subject to conditions in the articles or set by the company in general meeting |
| 142 | Pre-emption right for existing shareholders of every company, with a “reasonable time” to accept | Applies to private companies only. An offer not accepted within 21 days is treated as declined |
| 149 | Directors could be given power to allot only in a private company | The board of a private or public company can allot where the company in general meeting or the articles give express authority |
| 154(1) | Return of allotment within one month | Within 15 days |
| 171(7) | Silent on form of share certificates | Certificates can be physical or electronic |
| 181 | Marginal note said instrument of transfer | Marginal note says certificate of transfer |
| 222(13) | No definitions for charges | Adds interpretations of cash, financial collateral, financial instruments and security interest |
| 240(2) | Electronic meetings for private companies | Electronic meetings for any company |
| 244(1)(b) | Notice served personally or by post, with email allowed in addition under section 244(3) | Electronic notice is a mode of service in its own right |
| 248(1) | Voting by show of hands or poll | Electronic voting added |
| 275(1) and (2) | A public company had at least three independent directors | One-third of the directors must be independent, and anyone nominating a majority of the board must nominate at least one-third independent candidates |
| 283(c) | Anyone removed under section 288 was disqualified | Disqualified only if removed for fraud, dishonesty or unethical conduct |
| 307(3) | Resign from extra public company boards at the next annual general meeting | Resign not later than the next annual general meeting |
| 378(1) | Financial statements comply with the First Schedule and with Financial Reporting Council standards where they do not conflict with the Act | Financial statements follow the accounting standards of the Financial Reporting Council of Nigeria. Law firm reviews describe this as replacing the First Schedule as the benchmark |
| 394(2) | Three paragraphs on qualifying for a later year | Paragraphs (b) and (c) deleted. A company qualifies if the conditions are met in that year and the preceding year |
| 572(a) | Creditor owed more than ₦200,000 | A sum to be determined by a regulation of the Commission. Commentators report ₦200,000 still applies until it issues one |
| 658(6) | Connected-person period left as “the period of years” | Two years ending with the onset of insolvency |
| 868 | Defined insolvency practitioner | Definition deleted, so members of other recognised bodies, such as BRIPAN, are not excluded |
How to use this page
- This table comes from law firm reviews of the 2023 Act, listed in the sources below, and has not yet been checked against the Act itself. The section pages on this site quote the gazetted 2020 text and carry an “amended since the gazette” note where a change affects them.
- The Act made other changes to other laws, such as the Investments and Securities Act, which are not covered here.
- Later laws and Corporate Affairs Commission regulations can change these rules again. Check the Commission’s website for current regulations before you file anything.
Sources
- Paul Usoro & Co, A review of the Business Facilitation Act 2023 in relation to CAMA 2020, via Legal 500 (February 2024).
- Kubi Udofia, Business Facilitation Act 2023: appraisal of the new threshold for cash flow insolvency, ThisDay (28 February 2023).
- Law firm summaries on Mondaq and LawPavilion on sections 127, 142, 149, 154, 572 and 658.
Questions and answers
Did CAMA 2020 get amended?
Yes. The Business Facilitation (Miscellaneous Provisions) Act 2023, signed in February 2023, amended CAMA 2020 in about twenty places, including sections 127, 142, 149, 154, 240, 275, 572 and 658.
Is the ₦200,000 insolvency threshold still in force?
Section 572(a) now refers to a sum determined by a regulation of the Commission. Commentators reported that none had been issued, so ₦200,000 continued to apply. Check the Commission’s current regulations.
Can companies hold meetings electronically now?
Yes. Section 240(2) now allows any company, not just a private one, to hold meetings electronically, notice can be given electronically, and electronic voting is allowed (sections 240, 244 and 248).
Do public companies still have to offer new shares to existing shareholders first?
No. After the 2023 amendment, the pre-emption right in section 142 applies to private companies only.
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