CAMA 2020 Part B: incorporation of companies and incidental matters
Part B (sections 18 to 745) is the part of CAMA 2020 that most companies live by. It covers how a company is formed, how it is financed and run, how it reports each year, and what happens when it fails.
It has 29 chapters and 728 sections, about 84% of the whole Act. You do not need to read all of it. Start with the three chapters below, then move to the chapter that fits your question.
If you read only three chapters
These cover what most founders, directors and accountants need first.
- 1Formation of a companyCompany types, the memorandum, names, registration and the share capital minimums.ss. 18-54
- 11DirectorsWho can serve, what directors owe the company, pay, disclosure and removal.ss. 269-329
- 16Annual returns and dividendsWhat must be filed each year, small-company rules, penalties and dividend limits.ss. 417-433
Forming a company
4 chapters- 1Formation of a companyWho can form a company, company types, the memorandum, names and registration.ss. 18-54
- 2Re-registrationChanging between private, public, limited and unlimited.ss. 55-77
- 3Foreign companiesForeign companies carrying on business in Nigeria.ss. 78-84
- 4PromotersDuties and liabilities of promoters.ss. 85-86
How a company acts, and who owns it
5 chapters- 5How a company actsPowers, liability for acts, contracts, seals and service of documents.ss. 87-104
- 6MembershipMembers, the register of members and persons with significant control.ss. 105-123
- 7Share capitalIncreasing, reducing and altering share capital.ss. 124-137
- 8SharesIssue, allotment, calls, transfer and buybacks.ss. 138-190
- 9DebenturesBorrowing, debentures, charges and registers.ss. 191-234
Running a company
4 chapters- 10Meetings and resolutionsAGMs, notice, voting, proxies and written resolutions.ss. 235-268
- 11DirectorsAppointment, duties, pay, disclosure and removal.ss. 269-329
- 12Company secretaryAppointment, qualifications and duties.ss. 330-340
- 13Minority protection and investigationsDerivative actions, unfair prejudice and inspectors.ss. 341-373
Accounts, audit and annual returns
3 chaptersRescue and closing down
9 chapters- 17Company voluntary arrangementsProposals to creditors.ss. 434-442
- 18AdministrationAppointing and replacing administrators.ss. 443-549
- 19Receivers and managersAppointment, duties and accounts.ss. 550-563
- 20Winding up: modesModes of winding up and contributories.ss. 564-569
- 21Winding up by the courtPetitions, liquidators and court powers.ss. 570-619
- 22Voluntary winding upMembers’ and creditors’ voluntary winding up.ss. 620-648
- 23Winding up under court supervisionSupervision orders.ss. 649-653
- 24Rules for every winding upPreferences, offences and dissolution.ss. 654-698
- 25Unregistered companiesWinding up unregistered companies.ss. 699-703
Other rules
4 chaptersQuestions about Part B
How many sections are in Part B of CAMA 2020?
Part B runs from section 18 to section 745, which is 728 sections in 29 chapters. That is about 84% of the 870 sections in the whole Act.
Which chapter of CAMA 2020 covers directors?
Chapter 11, sections 269 to 329. It deals with who is a director, appointment, disqualification, removal, pay, disclosure of interests, duties and the registers a company must keep.
Where does CAMA 2020 deal with annual returns?
Chapter 16, sections 417 to 425, covers annual returns, including the special rules for small companies and the penalty for not filing. The same chapter deals with dividends.
Where are the rules on share capital?
The minimum share capital is set by section 27(2) in Chapter 1. Chapter 7 covers increasing, reducing and consolidating share capital, and Chapter 8 covers shares themselves.
Source: the Companies and Allied Matters Act 2020 as published in the Official Gazette.