Directors under CAMA 2020: sections 269 to 329
Chapter 11 of CAMA 2020 is the law on company directors in Nigeria. It covers who counts as a director, how directors are appointed and removed, what they may be paid, which interests they must disclose, the duties they owe the company and the registers a company keeps about them.
The chapter has 61 sections. We group them into 13 topics so you can go straight to the one that answers your question.
Topics in Chapter 11
13 topics, 61 sections- Meaning of director and shadow directorsDefines who is a director and who is a shadow director.ss. 269-270
- Number and appointment of directorsHow many directors a company has, appointing the first and later directors, and filling a casual vacancy.ss. 271-274
- Independent directorsIndependent directors in public companies.ss. 275
- Qualifications, age and other directorshipsLiability of someone not duly appointed, share qualification, and the duty to disclose age and multiple directorships.ss. 276-278
- DisqualificationInsolvent and fraudulent persons, appointing a director for life or at any age, and grounds for disqualification.ss. 279-283
- Leaving the boardVacating office, rotation, the validity of directors’ acts, voting on appointments and removal of directors.ss. 284-288
- Board proceedingsHow directors proceed, quorum, failure to have a quorum and notice of meetings.ss. 289-292
- Pay and loss-of-office paymentsRemuneration, tax-free payments, loans to directors, and approval and disclosure of payments for loss of office.ss. 293-300
- Disclosing interestsThe register of directors’ shareholding, the duty to give notice and disclosure of interests in contracts.ss. 301-304
- Duties, conflicts and careDuties of directors, conflicts of duties and interests, multiple directorships, care and skill, and the directors’ legal position.ss. 305-309
- Property deals and secret benefitsSubstantial property transactions involving directors, exceptions, liability for breach and secret benefits.ss. 310-313
- Personal liability and contractsDirectors with unlimited liability, personal liability of directors and officers, and long employment contracts.ss. 314-317
- Registers and director addressesThe register of directors, residential addresses, notifying changes and protected information.ss. 318-329
Directors’ duties outside Chapter 11
Some of the rules that matter most to a director sit in other chapters.
| Where else directors appear | Section | What it deals with |
|---|---|---|
| Preparing the annual accounts | s. 377 | Directors’ duty to prepare annual accounts |
| Directors’ report | s. 385 | What the report must contain |
| Laying and delivering financial statements | s. 388 | Directors’ duty to lay and deliver, with the penalty in s. 389 |
| Serious loss of capital | s. 137 | Duty of directors on serious loss of capital |
| Fraudulent and wrongful trading | s. 672-673 | Responsibility when a company is wound up |
Questions about directors under CAMA 2020
How many sections of CAMA 2020 deal with directors?
Chapter 11 has 61 sections, from section 269 to section 329. Directors also appear in the chapters on accounts, annual returns and winding up.
Where does CAMA 2020 set out directors’ duties?
Sections 305 to 309 cover the duties of directors, conflicts of duties and interests, multiple directorships, the duty of care and skill and the legal position of directors.
Which section of CAMA 2020 deals with removing a director?
Section 288, titled removal of directors. Sections 284 to 287 cover vacating office, rotation, the validity of directors’ acts and the mode of voting on appointments.
Does CAMA 2020 restrict loans to directors?
Section 296 is titled prohibition of loans to directors in certain circumstances. Read the section for the exceptions before a company lends to a director.
Source: the Companies and Allied Matters Act 2020 as published in the Official Gazette.