Formation of a company under CAMA 2020: sections 18 to 54
Chapter 1 covers how a company comes into being: who may join in forming one, the types of company, the memorandum and articles, names and registration. It also sets the share capital minimums and the effect of the certificate of incorporation.
Chapter 1 of Part B has 37 sections. Every section is listed below with its title.
Guides in this chapter
- Types of company under CAMA 2020: private, public, guarantee and unlimitedSections 21 to 26 explain how liability can be limited and what makes a company private, public or a company limited by guarantee.ss. 21-26
- Articles of association, model articles and company objects under CAMA 2020Sections 28 and 32 to 35 cover the articles, model articles and how a company’s objects are stated.ss. 28-28
- Who can form a company in Nigeria under CAMA 2020?One person can form a private company. Here is who may form a company under sections 18 to 20, and who is barred.ss. 18-20
- How much share capital does a company need in Nigeria?A private company needs at least ₦100,000 in issued share capital and a public company at least ₦2,000,000. Here is what section 27(2) says and how to state it when you register.ss. 27-27
- Company name endings and changing a company name under CAMA 2020Section 29 sets the required ending for each company type and section 30 covers changing a name. Here are both.ss. 29-30
- How to reserve a company name in NigeriaSection 31 lets the Commission reserve a name for up to 60 days. Here are the steps and the rules on cancellation.ss. 31-31
- How a company is registered under CAMA 2020: documents and certificateSections 36 to 42 cover the documents that go to the Commission, the five grounds for refusal, the certificate and what incorporation changes.ss. 36-42
- Company powers, political donations and ultra vires acts under CAMA 2020Sections 43 to 48 set the extent of a company’s powers, ban political donations, soften the ultra vires rule and treat the memorandum and articles as a contract.ss. 43-48
- How to alter a company’s memorandum and articles under CAMA 2020Sections 49 to 54 say which parts of a company’s constitution can change, how, who can challenge a change and what must be filed.ss. 49-54
Key rules in this chapter
- A private company needs issued share capital of at least ₦100,000 and a public company at least ₦2,000,000 (section 27(2)).
- A private company can have no more than 50 members, not counting employees (section 22(3)).
- A company name can be reserved for up to 60 days (section 31).
- The certificate of incorporation is prima facie evidence that the registration requirements were met (section 41(6)).
Next: Chapter 2: Re-registration
Source: the Companies and Allied Matters Act 2020 as published in the Official Gazette.