What is administration of a company under CAMA 2020?

(1) A person may be appointed as administrator of a company by—

(a) an administration order of the Court under section 449 of this Act ;

(b) the holder of a floating charge under section 452 of this Act ; or

(c) the company or its directors under section 459 of this Act.

(2) Where an administrator is appointed out of Court, if it is an administration that has a cross-border element, an application shall be made ex parte to the Court for approval.

(3) An extra curia administrator appointed under subsection (1) ( may, in addition to statutory notice to the Court under section 457 request, in an accompanying ex parte application to the Court, a formal court order.

Open section 443 on its own page

(1) The administrator of a company may do all such things as may be necessary for the management of the affairs, business and property of the company, and shall perform his functions with the objective of—

(a) rescuing the company, the whole or any part of its undertaking, as a going concern ;

(b) achieving a better result for the company’s creditors as a whole than would be likely if the company were wound up, without first being in administration ; or

(c) realising property in order to make a distribution to one or more secured or preferential creditors.

(2) Notwithstanding subsection (1) (b) and (c), the rescue of the company is the primary objective of the administrator in the performance of his functions, except where he is of the opinion that it is not reasonably practicable or a better result can be achieved for the company’s creditors by pursuing some other course in order of priority as specified in that subsection.

(3) Subject to subsection (5), the administrator of a company shall perform his functions in the interests of the company’s creditors as a whole.

(4) The administrator shall perform his functions with the objective specified in subsection (1) (a) unless he is of the opinion that—

(a) it is not reasonably practicable to achieve that objective ; or

(b) the objective specified in subsection (1) (b) would achieve a better result for the company’s creditors as a whole.

(5) The administrator may perform his functions with the objective specified in subsection (1) (c) only if he—

(a) is of the opinion that it is not reasonably practicable to achieve either of the objectives specified in subsection (1) (a) and (b) ; and

(b) does not unnecessarily harm the interests of the creditors of the company as a whole.

(6) The administrator shall, within 60 days of his appointment prepare a detailed schedule of assets and submit a copy to the person by whom he was appointed.

Open section 444 on its own page

The administrator of a company shall perform his functions as quickly and efficiently as is reasonably practicable.

Open section 445 on its own page

An Administrator is an officer of the Court, whether or not he is appointed by the Court.

Open section 446 on its own page

(1) A person may be appointed as administrator of a company only if he is qualified to act as an insolvency practitioner in relation to the company.

(2) A person shall only be appointed as administrator of a company which is in administration, subject to the provisions of sections 525-534 and 537-541 of this Act about replacement and additional administrators.

(3) A person shall not be appointed as administrator of a company which is in liquidation by virtue of—

(a) a resolution for voluntary winding-up, subject to section 475 (2) ( of this Act ; or

(b) a winding-up order, subject to sections 474 and 475 of this Act.

(4) A person shall not be appointed as administrator of a company which—

(a) has as a liability in respect of a deposit which it accepted in accordance with relevant banking laws ; and

(b) is not an authorised deposit taker within the meaning of banking laws and regulations.

(5) A person shall not be appointed as administrator of a company which effects or carries out contracts of insurance except with the leave of the insurance regulator.

Open section 447 on its own page

An administration order is an order appointing a person as the administrator of a company.

Open section 448 on its own page

A Court may make an administration order in relation to a company, where it is satisfied that the—

(a) company is or is likely to become unable to pay its debts ; and

(b) administration order is likely to achieve the purpose of administration.

Open section 449 on its own page

(1) An application to the Court for an administration order in respect of a company (in this Act referred to as an “administration application”) may be made by—

(a) the company ;

(b) the directors of the company ;

(c) one or more creditors of the company ;

(d) the designated officer of the Federal High Court appointed to act as a receiver under this Act or any other law ; or

(e) a combination of the persons listed in paragraphs (a)-(d (2) As soon as is reasonably practicable after the making of an administration application, the applicant shall notify—

(a) any Court that has appointed a receiver and any person who has appointed a receiver of the company ;

(b) a person who has, who is or who may be entitled to appoint a receiver of the company ;

(c) a person who is or may be entitled to appoint an administrator of the company under section 452 of this Act ; and

(d) such other persons as may be prescribed.

(3) An administration application shall not be withdrawn without the permission of the Court.

(4) In subsection (1), “creditor” includes a contingent creditor and a prospective creditor.

Open section 450 on its own page

(1) On hearing an administration application, the Court may—

(a) make the administration order sought ;

(b) dismiss the application ;

(c) adjourn the hearing conditionally or unconditionally ;

(d) make an interim order ;

(e) treat the application as a winding-up petition and make any order which the Court could make under section 574 of this Act ; or (f ) make any other order which the Court deems appropriate.

(2) An appointment of an administrator by an administration order takes effect—

(a) at a time appointed by the order ; or

(b) where no time is appointed by the order, when the order is made.

(3) An interim order under subsection (1) (d) may, in particular—

(a) restrict the exercise of a power of the directors or the company ; or

(b) make provision conferring a discretion on the Court or on a person qualified to act as an insolvency practitioner in relation to the company.

(4) This section is subject to section 573 of this Act.

Open section 451 on its own page

(1) Subject to section 450 of this Act, the holder of a floating charge in respect of a company’s property may appoint an administrator of the company.

(2) For the purposes of subsection (1), a floating charge qualifies if it is created by an instrument which—

(a) states that this section applies to the floating charge ;

(b) purports to empower the holder of the floating charge to appoint an administrator of the company ; or

(c) purports to empower the holder of the floating charge to appoint a receiver within the meaning of this Part or where this Part is not applicable, the relevant provisions of this Act.

(3) For the purposes of subsection (1), a person is the holder of a floating charge in respect of a company’s property if he holds one or more debentures of the company secured by—

(a) a floating charge which relates to the whole or substantially the whole of the company’s property ;

(b) a number of floating charges which together relate to the whole or substantially the whole of the company’s property ; or

(c) charges and other forms of security which together relate to the whole or substantially the whole of the company’s property and at least one of which is a floating charge.

(4) Without prejudice to the specific terms of the instrument creating a charge, any contrary or conflicting provision of this Act or other enactments, the appointment of a receiver or manager by the holder of a floating charge is to all intents and purpose equivalent to the appointment of an administrator, and the provisions of this Part are applicable to the person qualified to act as an insolvency practitioner and appointed under the relevant instrument by the holder of a floating charge.

Open section 452 on its own page

(1) A person shall not appoint an administrator under section 452 of this Act unless—

(a) he has given at least two working days’ written notice to the holder of any prior floating charge which satisfies section 452 (2) of this Act ; or

(b) the holder of any prior floating charge which satisfies section 452 (2) of this Act has consented in writing to the making of the appointment.

(2) One floating charge is prior to another for the purposes of subsection (1) if it—

(a) was created first ; or

(b) is to be treated as having priority in accordance with an agreement to which the holder of each floating charge was party.

Open section 453 on its own page

An administrator shall not be appointed under section 452 of this Act if —

(a) a floating charge on which the appointment relies is not enforceable, a holder of the unenforceable charge may apply or join as a mere creditor in an administration application under section 450 of this Act ;

(b) a provisional liquidator of the company has been appointed under section 585 of this Act ; or

(c) prior to the commencement of this Act and the coming into effect of this Chapter, a receiver or manager of the company is in office.

Open section 454 on its own page

(1) A person who appoints an administrator of a company under section 452 of this Act shall file with the Commission—

(a) a notice of appointment ; and

(b) such other documents as may be prescribed.

(2) The notice of appointment shall include a statutory declaration by or on behalf of the person who makes the appointment that—

(a) the person is the holder of a floating charge in respect of the company’s property ;

(b) each floating charge relied on in making the appointment is or was enforceable on the date of the appointment ; and

(c) the appointment is in accordance with this Chapter and generally with this Act.

(3) The notice of appointment shall identify the administrator and be accompanied by a statement by the administrator—

(a) that he consents to the appointment ;

(b) that in his opinion, the purpose of administration is likely to be achieved ; and

(c) giving such other information and opinions as may be prescribed.

(4) The administrator may at his discretion elect to apply for further discretion or relief.

(5) For the purpose of a statement under subsection (3), an administrator may rely on information supplied by directors of the company, unless he has reason to doubt its accuracy.

(6) The notice of appointment and any document accompanying it shall be in the prescribed form.

(7) A statutory declaration under subsection (2) shall be made during the prescribed period.

(8) A person commits an offence, if in a statutory declaration under subsection (2), he makes a statement which—

(a) is false ; and

(b) he does not reasonably believe to be true.

Open section 455 on its own page

The appointment of an administrator under section 450 of this Act takes effect when the requirements of section 447 of this Act are satisfied.

Open section 456 on its own page

(1) A person who appoints an administrator under section 450 of this Act shall notify the administrator and such other persons as may be prescribed as soon as is reasonably practicable after the requirements of section 447 of this Act are satisfied.

(2) A person who fails, without reasonable excuse, to comply with subsection (1), commits an offence.

Open section 457 on its own page

(1) This section applies where—

(a) a person purports to appoint an administrator under section 452 of this Act ; and

(b) the appointment is discovered to be invalid.

(2) The Court may order the person who purported to make the appointment to indemnify the person appointed against liability which arises solely by reason of the invalidity of the appointment.

Open section 458 on its own page

(1) A company may appoint an administrator out of Court.

(2) The directors of a company may also appoint an administrator out of Court.

Open section 459 on its own page

(1) This section applies where an administrator of a company is appointed—

(a) under section 450 of this Act ; or

(b) on an administration application made by the company or its directors.

(2) An administrator of the company shall not be appointed under section 449 of this Act within 12 months beginning with the date on which the appointment referred to in subsection (1) ceases to have effect.

Open section 460 on its own page

(1) If a moratorium for a company under this Part and any supportive schedule ends on a date when no voluntary arrangement is in effect in respect of the company, this section applies for the period of 12 months beginning with that date.

(2) This section also applies for the period of 12 months beginning with the date on which a voluntary arrangement in respect of a company ends, where the arrangement—

(a) was made during a moratorium for the company under this Part ; and

(b) ends prematurely.

(3) While this section applies, an administrator of the company shall not be appointed under section 450 of this Act.

Open section 461 on its own page

An administrator of a company shall not be appointed under section 459 of this Act where—

(a) a petition for the winding-up of the company has been presented and is not yet disposed of ;

(b) an administration application has been made and is not yet disposed of ; or

(c) a receiver of the company is in office.

Open section 462 on its own page

(1) Except where there is no secured creditor who has, or might have the right to appoint an administrator under section 452 of this Act or a receiver or any other person as envisaged under subsection (2), a person who proposes to make an appointment under section 469 of this Act shall give at least three working days’ written notice by post, personal delivery, hand delivered mail, or email to any person who is or may be entitled to appoint—

(a) a receiver of the company ; and

(b) an administrator of the company under section 450 of this Act.

(2) A person who proposes to make an appointment under this section shall also give such notice as may be prescribed to such other persons as may be prescribed.

(3) A notice under this section shall—

(a) identify the proposed administrator ; and

(b) be in the prescribed form.

Open section 463 on its own page

(1) A person who gives notice of intention to appoint under section 458 shall file with the Commission as soon as is reasonably practicable a copy of—

(a) the notice ; and

(b) any document accompanying it.

(2) The copy filed under subsection (1) shall be accompanied by a statutory declaration made by or on behalf of the person who proposes to make the appointment—

(a) that the company is or is likely to become unable to pay its debts ;

(b) that the company is not in liquidation ;

(c) that so far as the person making the statement is able to ascertain, the appointment is not prevented by sections 453 and 454 of this Act ; and

(d) to such additional effect, and giving such information, as may be prescribed.

(3) A statutory declaration under subsection (2) shall be—

(a) in the prescribed form ; and

(b) made during the prescribed period.

(4) A person commits an offence if, in a statutory declaration under subsection (2), he makes a statement which—

(a) is false ; and

(b) he does not reasonably believe to be true.

Open section 464 on its own page

(1) An appointment shall not be made under section 459 of this Act unless the person who makes the appointment has complied with any requirement of sections 462 and 463 of this Act—

(a) the period of notice specified in section 463 (1) of this Act has expired ; or

(b) each person to whom notice has been given under section 463 (1) of this Act has consented in writing to the making of the appointment.

(2) An appointment shall not be made under section 460 after the period of 10 working days beginning with the date on which the notice of intention to appoint is filed under section 463 (1) of this Act.

Open section 465 on its own page

(1) A person who appoints an administrator of a company under section 459 of this Act shall file with the Court—

(a) a notice of appointment ; and

(b) such other documents as may be prescribed.

(2) The notice of appointment shall include a statutory declaration by or on behalf of the person who makes the appointment that—

(a) the person is entitled to make an appointment under section 459 of this Act ;

(b) the appointment is in accordance with this Part ; and

(c) so far as the person making the statement is able to ascertain, the statements made and information given in the statutory declaration filed with the notice of intention to appoint remain accurate.

(3) The notice of appointment shall identify the administrator and be accompanied by a statement by the administrator—

(a) that he consents to the appointment ;

(b) that in his opinion the purpose of administration is likely to be achieved ; and

(c) giving such other information and opinions as may be prescribed.

(4) For the purpose of a statement under subsection (3), an administrator may rely on information supplied by directors of the company unless he has reason to doubt its accuracy.

(5) The notice of appointment and any document accompanying it shall be in the prescribed form.

(6) A statutory declaration under subsection (2) shall be made during the prescribed period.

Open section 466 on its own page

A person commits an offence if, in a statutory declaration under section 464 (2), he makes a statement which—

(a) is false ; or

(b) he does not reasonably believe to be true.

Open section 467 on its own page

Where a person is not entitled to notice of intention to appoint under section 455 (1), and section 457 of this Act, shall not apply—

(a) the statutory declaration accompanying the notice of appointment shall include the statements and information required under section 464 (2) of this Act ; and

(b) section 464 (2) (c) of this Act shall also not apply.

Open section 468 on its own page

The appointment of an administrator under section 459 of this Act takes effect when the requirements of section 464 of this Act are satisfied.

Open section 469 on its own page

A person who appoints an administrator under section 459 of this Act—

(a) shall notify the administrator and such other persons as may be prescribed as soon as is reasonably practicable after the requirements of section 464 are satisfied ; and

(b) commits an offence if he fails, without reasonable excuse, to comply with paragraph (a).

Open section 470 on its own page

Where, before the requirements of section 464 of this Act are satisfied, the company enters administration by virtue of an administration order or an appointment under section 450 of this Act—

(a) the appointment under section 459 of this Act shall not take effect ; and

(b) section 467 of this Act shall not apply.

Open section 471 on its own page

(1) This section applies where an administration application in respect of a company—

(a) is made by the holder of a floating charge in respect of the company’s property ; and

(b) includes a statement that the application is made in reliance on this section.

(2) The Court may make an administration order—

(a) whether or not satisfied that the company is or is likely to become unable to pay its debts ; and

(b) only if satisfied that the applicant could appoint an administrator under section 450 of this Act.

Open section 472 on its own page

(1) This section applies where—

(a) an administration application in respect of a company is made by a person who is not the holder of a floating charge in respect of the company’s property ; and

(b) the holder of a floating charge in respect of the company’s property applies to the Court to have a specified person appointed as administrator and not the person specified by the administration applicant.

(2) The Court shall grant an application under subsection (1) ( the Court deems it right to refuse the application because of the particular circumstances of the case.

Open section 473 on its own page

(1) This section applies where the holder of a floating charge in respect of a company’s property could appoint an administrator under section 452 of this Act but for section 452 (3) (b) of this Act.

(2) The holder of the floating charge may make an administration application.

(3) If the Court makes an administration order on hearing an application made by virtue of subsection (2), the Court—

(a) shall discharge the winding-up order ;

(b) shall make provision for such matters as may be prescribed ;

(c) may make other consequential provision ; and

(d) shall specify which of the powers under this Chapter and Eleventh Schedule are to be exercisable by the administrator.

(4) This Part shall have effect with such modifications as the Court may direct.

Open section 474 on its own page

(1) The liquidator of a company may make an administration application.

(2) If the Court makes an administration order on hearing an application made by virtue of subsection (1), the Court—

(a) shall discharge any winding-up order in respect of the company ;

(b) shall make provision for such matters as may be prescribed ;

(c) may make other consequential provision ; and

(d) shall specify which of the powers under this Chapter and Tenth Schedule are to be exercisable by the administrator.

(3) This Chapter shall have effect with such modifications as the Court may direct.

Open section 475 on its own page

(1) Where there is a receiver of a company based on appointment by a holder of a fixed charge, the Court shall dismiss an administration application in respect of the company unless—

(a) the person by or on behalf of whom the receiver was appointed consents to the making of the administration order ;

(b) the Court considers that the security by virtue of which the receiver was appointed would be liable to be released or discharged under section 232 or 233 of this Act if an administration order were made ; or

(c) the Court considers that the security by virtue of which the receiver was appointed would be challengeable under section 558 or 559 of this Act.

(2) Subsection (1) applies whether or not the receiver is appointed before the making of the administration application.

Open section 476 on its own page

(1) A petition for the winding-up of a company shall be—

(a) dismissed on the making of an administration order in respect of the company ; and

(b) suspended while the company is in administration following an appointment under section 475 of this Act.

(2) The provision of subsection (1)(b) does not apply to a petition presented under grounds of public interest as may be prescribed from time to time by the Chief Judge or under an enactment.

(3) Except with the leave of the Court, subsection (1) (a) and ( not apply to a petition presented under special banking provisions of the Banks and Other Financial Institutions Act, Nigerian Deposit Insurance Corporation Act or any law or rule by a financial services and markets regulator.

Open section 477 on its own page

(1) When an administration order takes effect in respect of a company, a receiver of the company appointed by a holder of a floating charge or by the Court shall vacate office.

(2) Without prejudice to priority rules under this Act, where a company is in administration, any receiver of part of the company’s property appointed by a secured creditor shall vacate office if the administrator requires him to.

(3) Where a receiver vacates office under this section—

(a) his remuneration shall be charged on and paid out of any property of the company which was in his custody or under his control immediately before he vacated office ; and

(b) he need not take any further steps under section 561 or 562.

(4) In the application of subsection (3) (a)—

(a) “remuneration” includes expenses properly incurred and any indemnity to which the receiver is entitled out of the assets of the company ;

(b) the charge imposed takes priority over security held by the person by whom or on whose behalf the receiver was appointed ; and

(c) the provision for payment is subject to section 558.

Open section 478 on its own page

(1) This section applies to a company in administration.

(2) Where a company is in administration, no—

(a) resolution shall be passed for the winding-up of the company ; and

(b) order shall be made for the winding-up of the company.

(3) Subsection (2) (b) does not apply to an order made on a petition presented under—

(a) grounds of public interest as may be prescribed from time to time by the Chief Judge or under any enactment ; or

(b) special banking and financial provisions of the Banks and Other Financial Institutions Act, the Nigerian Deposit Insurance Corporation Act, or any other financial services and markets related Acts.

(4) If a petition presented under a provision referred to in subsection (3) comes to the attention of the administrator, he shall apply to the Court for directions under section 500.

Open section 479 on its own page

(1) This section applies to a company in administration.

(2) Where a company is in administration, no step shall be taken to—

(a) enforce security over the company’s property except with—

(i) the consent of the administrator, or

(ii) the permission of the Court ; or

(b) repossess goods in the company’s possession under a hire purchase agreement except with the—

(i) consent of the administrator, or

(ii) permission of the Court.

(3) A landlord shall not exercise a right of forfeiture by peaceable re-entry in relation to premises let to the company except with the—

(a) consent of the administrator ; or

(b) permission of the Court.

(4) No legal process, including legal proceedings, execution, distress and diligence shall be instituted or continued against the company or property of the company except with the—

(a) consent of the administrator ; or

(b) permission of the Court.

(5) Where the Court gives permission for a transaction under this section, it may impose a condition on or a requirement in connection with the transaction.

(6) In this section, “landlord” includes a person to whom rent is payable.

Open section 480 on its own page

(1) This section applies where an administration application in respect of a company has been made and the application has—

(a) not yet been granted or dismissed ; or

(b) been granted but the administration order has not yet taken effect.

(2) This section also applies when a copy of a notice in the prescribed form, of intention to appoint an administrator under section 464 of this Act is filed with the Court, until—

(a) the appointment of the administrator takes effect ; or

(b) the period of three business days beginning with the date of filing expires without an administrator having been appointed.

(3) This section also applies when a copy, in the prescribed form, of notice of intention to appoint an administrator is filed with the court under section 464 (1) of this Act, until—

(a) the appointment of the administrator takes effect ; or

(b) the period specified in subsection (2) expires without an administrator having been appointed.

(4) The provisions of sections 475 and 476 of this Act shall apply, without regard to any reference to the consent of the administrator.

(5) If there is a receiver of the company appointed by the holder of a floating charge when the administration application is made, the provisions of section 480 and this section shall not apply until the person by or on behalf of whom the receiver was appointed consents to the making of the administration order.

(6) This section does not prevent or require the permission of the Court for the—

(a) presentation of a petition for the winding-up of the company under section 451 of this Act ;

(b) appointment of an Administrator under section 452 of this Act ;

(c) appointment of a receiver of the company by the holder of a floating charge ; or

(d) performing by such a receiver, whenever appointed, of his functions.

Open section 481 on its own page

(1) If a company is in administration, every business document issued by or on behalf of the company or the administrator, and all the company’s websites, shall state—

(a) the name of the administrator ; and

(b) that the affairs, business and property of the company are being managed by the administrator.

(2) An administrator, officer of the company or the company who, without reasonable excuse, authorises or permits a contravention of subsection (1), commits an offence.

(3) In subsection (1), “business document” includes—

(a) an invoice ;

(b) an order for goods or services ;

(c) a business letter ; and

(d) an order form, whether in hard copy, electronic or any other form.

Open section 482 on its own page

(1) This section applies where a person becomes the administrator of a company.

(2) The administrator shall not later than 14 days—

(a) send a notice of his appointment to the company ;

(b) publish a notice of his appointment in the prescribed manner ;

(c) obtain a list of the company’s creditors ; and

(d) send a notice of his appointment to each creditor whose claim and address he is aware of.

(3) The administrator shall send a notice of his appointment to the Commission, publicising the notice before the end of 14 working days beginning with the date specified in subsection (5).

(4) The administrator shall send a notice of his appointment to such persons as may be prescribed before the end of the prescribed period beginning with the date specified in subsection (5).

(5) The date, for the purpose of subsections (3) and (4) is, in the case of an administrator appointed—

(a) by administration order, the date of the order ;

(b) under section 452 of this Act, the date on which he receives notice under section 453 and 455 of this Act ; and

(c) under section 458 of this Act, the date on which he receives notice under section 463 and 465 of this Act.

(6) The Court may direct that subsection (2) (d) or (4)—

(a) shall not apply ; or

(b) shall apply with the substitution of a different period.

(7) A notice under this section shall—

(a) contain the prescribed information ; and

(b) be in the prescribed form.

(8) An administrator commits an offence if he fails, without reasonable excuse, to comply with a requirement of this section.

Open section 483 on its own page

(1) As soon as is reasonably practicable after appointment, the administrator of a company shall, by notice in the prescribed form, require one or more relevant persons to provide the administrator with a statement of the affairs of the company.

(2) The statement shall—

(a) be verified by a statement on oath ;

(b) be in the prescribed form ;

(c) give particulars of the company’s property, debts and liabilities ;

(d) give the names and addresses of the company’s creditors ;

(e) specify the security held by each creditor ; (f ) give the date on which each security was granted ; and

(g) contain such other information as may be prescribed.

(3) In subsection (1), “relevant person” means a person—

(a) who is or has been an officer of the company ;

(b) who took part in the formation of the company during the period of one year ending with the date on which the company enters administration ;

(c) employed by the company during that period ; and

(d) who is or has, during the period of one year ending with the date on which the company enters administration, been an officer or employee of a company.

(4) For the purpose of subsection (3), a reference to employment is a reference to employment through a contract of employment or a contract for services.

(5) A person commits an offence if he fails, without reasonable excuse, to comply with a requirement of this section.

Open section 484 on its own page

(1) A person required to submit a statement of affairs shall do so before the end of 11 working days beginning with the day on which he receives notice of the requirement.

(2) The administrator may—

(a) revoke a requirement under section 484 (2) of this Act ; or

(b) extend the period specified in subsection (1), before or after expiration of the period.

(3) If the administrator refuses a request to act under subsection (2) ( (a) the person whose request is refused may apply to the Court ; and

(b) the Court may take action as specified in subsection (2).

Open section 485 on its own page

(1) The administrator of a company shall make a statement setting out proposals for achieving the purpose of the administration.

(2) A statement under subsection (1) shall, in particular—

(a) deal with such matters as may be prescribed ; and

(b) where applicable, explain why the administrator thinks that the objective mentioned in section 444 (1) (a) or (b) of this Act cannot be achieved.

(3) Proposals under this section may include—

(a) a proposal for a voluntary arrangement under Chapter 17 of this Act, but this section is without prejudice to section 435 of this Act ; and

(b) a proposal for a scheme of arrangement and compromise or reconstruction to be sanctioned under relevant Parts of this Act.

(4) The administrator shall send a copy of the statement of his proposals to—

(a) the Commission ;

(b) every creditor of the company of whose claim and address he is aware ; and

(c) every member of the company of whose address he is aware.

(5) The administrator shall comply with subsection (4) before the end of 30 days beginning with the day on which the company enters administration.

(6) The administrator is deemed to comply with subsection (4) ( publishes in the prescribed manner, a notice undertaking to provide a copy of the statement of proposals free of charge to any member of the company who applies in writing to a specified address.

(7) An administrator commits an offence if he fails, without reasonable excuse, to comply with subsection (5).

(8) A period specified in this section may be varied in accordance with section 546 of this Act.

Open section 486 on its own page

(1) Subject to this Part, the administrator shall summon a meeting of the creditors of the company to be known as “creditors’ meeting”—

(a) in the prescribed manner ; and

(b) giving the prescribed period of notice to every creditor of the company of whose claim and address he is aware.

(2) A period prescribed under subsection (1) (b) may be varied in accordance with section 546 of this Act.

(3) A creditors’ meeting shall be conducted in accordance with the prescribed rules.

Open section 487 on its own page

(1) Each copy of an administrator’s statement of proposals sent to a creditor under section 486 (4) (b) of this Act shall be accompanied by an invitation to creditors’ meeting (an “initial creditors’ meeting”).

(2) The date set for an initial creditors’ meeting is 42 days beginning with the date on which the company enters administration.

(3) An administrator shall present a copy of his statement of proposals to an initial creditors’ meeting.

(4) A period specified in this section may be varied in accordance with section 546.

(5) An administrator commits an offence if he fails, without reasonable excuse, to comply with a requirement of this section.

Open section 488 on its own page

(1) Section 487 (1) of this Act does not apply where the statement of proposals states that the administrator thinks that—

(a) the company has sufficient property to enable each creditor of the company to be paid in full ;

(b) the company has insufficient property to enable a distribution to be made to unsecured creditors other than by virtue of the provisions of this Act; or

(c) neither of the objectives specified in section 444 (1) (a this Act shall be achieved.

(2) The Administrator shall summon an initial creditors’ meeting if it is requested—

(a) by creditors of the company whose debts amount to at least 10% of the total debts of the company ;

(b) in the prescribed manner ; and

(c) within the prescribed period.

(3) A meeting requested under subsection (2), shall be summoned for a date within the prescribed period.

(4) The period prescribed under subsection (3), may be varied in accordance with section 545 of this Act.

Open section 489 on its own page

(1) An initial creditors’ meeting to which an administrator’s proposals are presented shall consider them and may approve them—

(a) without modification ; or

(b) with modification to which the administrator consents.

(2) After the conclusion of an initial creditors’ meeting the administrator shall, as soon as is reasonably practicable, report any decision taken to—

(a) the Court ;

(b) the Commission ; and

(c) such other persons as may be prescribed by the Minister.

(3) An administrator commits an offence if he fails, without reasonable excuse, to comply with subsection (2).

Open section 490 on its own page

(1) This section applies where—

(a) an administrator’s proposals have been approved with or without modification at an initial creditors’ meeting ;

(b) the administrator proposes a revision to the proposals ; and

(c) the administrator thinks that the proposed revision is substantial.

(2) The administrator shall—

(a) summon a creditors’ meeting ;

(b) send a statement in the prescribed form of the proposed revision with the notice of the meeting sent to each creditor ;

(c) send a copy of the statement, within the prescribed period, to each member of the company of whose address he is aware ; and

(d) present a copy of the statement to the meeting.

(3) The administrator is deemed to have complied with subsection (2) (c) if he publishes a notice undertaking to provide a copy of the statement free of charge to any member of the company who applies in writing to a specified address.

(4) A notice under subsection (3) shall be published—

(a) in the prescribed manner ; and

(b) within the prescribed period.

(5) A creditors’ meeting to which a proposed revision is presented shall consider it and may approve it—

(a) without modification ; or

(b) with modification to which the administrator consents.

(6) After the conclusion of a creditors’ meeting, the administrator shall, as soon as is reasonably practicable, report any decision taken to—

(a) the Court ;

(b) the Commission ; and

(c) such other persons as may be prescribed by the Minister.

(7) An administrator commits an offence if he fails, without reasonable excuse, to comply with subsection (6).

Open section 491 on its own page

(1) This section applies where an administrator reports to the Court that—

(a) an initial creditors’ meeting has failed to approve the administrator’s proposals presented to it ; or

(b) a creditors’ meeting has failed to approve a revision of the administrator’s proposals presented to it.

(2) The Court may—

(a) provide that the appointment of an administrator shall cease to have effect from a specified time ;

(b) adjourn the hearing conditionally or unconditionally ;

(c) make an interim order ;

(d) make an order on a petition for winding-up suspended by virtue of section 462 (b) of this Act; or

(e) make any other order, including an order making consequential provision, that the Court deems appropriate.

Open section 492 on its own page

(1) The administrator shall summon further creditors’ meeting if—

(a) it is requested in the prescribed manner by creditors of the company whose debts amount to at least 10% of the total debts of the company ; or

(b) he is directed by the Court to summon a creditors’ meeting.

(2) An administrator commits an offence if he fails, without reasonable excuse, to summon a creditors’ meeting as required by this section.

Open section 493 on its own page

(1) A creditors’ meeting may establish a Creditors’ Committee.

(2) A Creditors’ Committee shall perform functions conferred on it under this Act.

(3) A Creditors’ Committee may require the administrator to—

(a) attend on the Committee at any reasonable time of which he is given at least seven days’ notice ; and

(b) provide the Committee with information about the exercise of his functions.

Open section 494 on its own page

(1) Anything which is required or permitted by or under this Chapter to be done at a creditors’ meeting may be done by correspondence between the administrator and creditors—

(a) in accordance with the prescribed rules ; and

(b) subject to any prescribed condition.

(2) A reference in this Chapter to anything done at a creditors’ meeting includes a reference to anything done in the course of correspondence in accordance with subsection (1).

(3) A requirement to hold a creditors’ meeting is satisfied by correspondence in accordance with this section.

Open section 495 on its own page

(1) The administrator of a company may do anything necessary or expedient for the management of the affairs, business and property of the company.

(2) Any provision of this Chapter which expressly permits the administrator to do a specified thing is without prejudice to subsection (1).

(3) A person who deals with the administrator of a company in good faith and for value need not inquire whether the administrator is acting within his powers.

Open section 496 on its own page

The Administrator of a company shall exercise the additional powers specified in Eleventh Schedule to this Act.

Open section 497 on its own page

The administrator of a company may remove or appoint a director of the company, whether or not the appointment is to fill a vacancy.

Open section 498 on its own page

The administrator of a company may call a meeting of members or creditors of the company.

Open section 499 on its own page

The administrator of a company may apply to the Court for directions in connection with his functions.

Open section 500 on its own page

(1) A company in administration or an officer of a company in administration shall not exercise a management power without the consent of the administrator.

(2) For the purpose of subsection (1)—

(a) “management power” means a power which could be exercised so as to interfere with the exercise of the administrator’s powers ;

(b) it is immaterial whether the power is conferred by an enactment or an instrument ; and

(c) consent may be general or specific.

Open section 501 on its own page

(1) The administrator of a company may make a distribution to a creditor of the company.

(2) Section 643 applies in relation to a distribution under this section as it applies in relation to a winding-up.

(3) A payment shall not be made by way of distribution under this section to a creditor of the company who is neither secured nor preferential unless the Court gives permission.

Open section 502 on its own page

The administrator may make a payment other than in accordance with section 497 or paragraph 13 of the Eleventh Schedule to this Act if he thinks it likely to assist achievement of the purpose of administration.

Open section 503 on its own page

The administrator of a company shall, on his appointment take custody or control of all the property to which he thinks the company is entitled.

Open section 504 on its own page

(1) Subject to subsection (2), the administrator of a company shall manage its affairs, business and property in accordance with any—

(a) proposal approved under section 491 ;

(b) revision of those proposals which is made by him and which he does not consider substantial ; and

(c) revision of those proposals approved under section 489.

(2) If the Court gives directions to the administrator of a company in connection with any aspect of his management of the company’s affairs, business or property, the administrator shall comply with the directions.

(3) The Court may give directions under subsection (2) only if—

(a) no proposal has been approved under section 492 of this Act ;

(b) the directions are consistent with any proposal or revision approved under section 486 or 491 of this Act ;

(c) the Court considers that the directions are required in order to reflect a change in circumstances since the approval of proposals or a revision under section 486 or 491 of this Act ; or

(d) the Court considers that the directions are desirable because of a misunderstanding about proposals or a revision approved under section 486 or 491 of this Act.

Open section 505 on its own page

In performing his functions under this Part, the administrator of a company acts as its agent.

Open section 506 on its own page

(1) The administrator of a company may dispose of or take action relating to property which is subject to a floating charge as if it were not subject to the charge.

(2) Where property is disposed of in accordance with subsection (1), the holder of the floating charge shall have the same priority in respect of acquired property as he had in respect of the property disposed of.

(3) In subsection (2), “acquired property” means property of the company which directly or indirectly represents the property disposed of.

Open section 507 on its own page

(1) The Court may by order enable the administrator of a company to dispose of property which is subject to a security other than a floating charge as if it were not subject to the security.

(2) An order under subsection (1) may be made only—

(a) on the application of the administrator ; and

(b) where the Court considers that disposal of the property would likely promote the purpose of administration in respect of the company.

(3) An order under this section is subject to the condition that there shall be applied towards discharging the sums secured by the security—

(a) the net proceeds of disposal of the property ; and

(b) any additional money required to be added to the net proceeds so as to produce the amount determined by the Court as the net amount which would be realised on a sale of the property at market value.

(4) If an order under this section relates to more than one security, application of money under subsection (3) shall be in the order of the priorities of the securities.

(5) An administrator who makes a successful application for an order under this section shall send a copy of the order to the Commission before the end of 14 days starting with the date of the order.

(6) An administrator commits an offence if he fails, without reasonable excuse, to comply with subsection (5).

Open section 508 on its own page

(1) The Court may by order enable the administrator of a company to dispose of goods which are in the possession of the company under a hire-purchase agreement as if all the rights of the owner under the agreement were vested in the company.

(2) An order under subsection (1) may be made only—

(a) on the application of the administrator ; and

(b) where the Court considers that disposal of the goods would be likely to promote the purpose of administration in respect of the company.

(3) An order under this section is subject to the condition that there shall be applied towards discharging the sums payable under the hire-purchase agreement—

(a) the net proceeds of disposal of the goods ; and

(b) any additional money required to be added to the net proceeds so as to produce the amount determined by the Court as the net amount which would be realized on a sale of the goods at market value.

(4) An administrator who makes a successful application for an order under this section shall send a copy of the order to the Commission before the end of 14 days starting with the date of the order.

(5) An administrator commits an offence if he fails, without reasonable excuse, to comply with subsection (4).

Open section 509 on its own page

(1) An administrator’s statement of proposals under section 486 of this Act does not include any action which—

(a) affects the right of a secured creditor of the company to enforce his security ;

(b) would result in a preferential debt of the company being paid otherwise than in priority to its non-preferential debts ; or

(c) would result in one preferential creditor of the company being paid a smaller proportion of his debt than another.

(2) Subsection (1) does not apply to—

(a) action to which the relevant creditor consents ;

(b) a proposal for a voluntary arrangement under this Part, but without prejudice to section 714 of this Act ;

(c) a proposal for a scheme of arrangement and compromise or reconstruction to be sanctioned under relevant Parts of the Act ; or

(d) a proposal for a cross-border merger within the meaning of relevant legislation, including but not limited to the Investments and Securities Act.

(3) The reference to a statement of proposals in subsection (1) includes a reference to a statement as revised or modified.

Open section 510 on its own page

(1) A creditor or member of a company in administration may apply to the Court claiming that the administrator—

(a) is acting or has acted so unfairly as to harm the interests of the applicant, whether alone or in common with some or all other members or creditors ; or

(b) proposes to act in a way which would unfairly harm the interests of the applicant, whether alone or in common with some or all other members or creditors.

(2) A creditor or member of a company in administration may apply to the Court claiming that the administrator is not performing his functions as quickly or as efficiently as is reasonably practicable.

(3) The Court may—

(a) grant a relief ;

(b) dismiss the application ;

(c) adjourn the hearing conditionally or unconditionally ;

(d) make an interim order ; or

(e) make any other order it considers appropriate.

(4) In particular, an order under this section may—

(a) regulate the administrator’s exercise of his functions ;

(b) require the administrator to do or not do a specified thing ;

(c) require a creditors’ meeting to be held for a specified purpose ;

(d) provide for the appointment of an administrator to cease to have effect ; or

(e) make consequential provision.

(5) An order may be made on a claim under subsection (1) whether or not the action complained of—

(a) is within the administrator’s powers under Tenth Schedule to this Act ; or

(b) was taken in reliance on an order under section 505 or 506 of this Act.

(6) An order shall not be made under this section if it would impede or prevent the implementation of —

(a) a voluntary arrangement approved under Chapter 17 of Part B ;

(b) a proposal for a scheme of arrangement and compromise or reconstruction to be sanctioned under relevant Parts of this Act ;

(c) a proposal for a cross-border merger within the meaning of relevant legislation, including but not limited to the Investments and Securities Act ; or

(d) proposals or a revision approved under section 491 or 492 of this Act more than 28 days before the day on which the application for the order under this section is made.

Open section 511 on its own page

(1) The Court may examine the conduct of a person who—

(a) is, or purports to be, the administrator of a company ; or

(b) has been, or has purported to be, the administrator of a company.

(2) An examination under this section may be held only on the application of—

(a) the official receiver ;

(b) the administrator of the company ;

(c) the liquidator of the company ;

(d) a creditor of the company ; or

(e) a contributory of the company.

(3) An application under subsection (2) shall allege that the administrator has—

(a) misapplied or retained money or other property of the company ;

(b) become accountable for money or other property of the company ;

(c) breached a fiduciary or other duty in relation to the company ; or

(d) been guilty of misfeasance.

(4) On an examination under this section into a person’s conduct, the Court may order him to—

(a) repay, restore or account for money or property ;

(b) pay interest ; or

(c) contribute a sum to the company’s property by way of compensation for breach of duty or misfeasance.

(5) An application under subsection (2) may be made in respect of an administrator who has been discharged under section 523 of this Act only with the permission of the Court.

(6) In subsection (3), “administrator” includes a person who purports or has purported to be an administrator of a company.

Open section 512 on its own page

(1) Subject to subsection (2) the appointment of an administrator shall cease to have effect at the end of the period of one year beginning with the date on which it takes effect.

(2) The term of office of an administrator may be extended for—

(a) a specified period, by an order of the Court on the application of the administrator ; or

(b) a period not exceeding six months, by consent.

Open section 513 on its own page

(1) An order of the Court under section 513 of this Act—

(a) may be made in respect of an administrator whose term of office has already been extended by order or by consent ; and

(b) shall not be made after the expiry of the administrator’s term of office.

(2) Where an order is made under section 513 of this Act, the administrator shall, as soon as is reasonably practicable, notify the Commission of the order.

(3) An administrator who fails, without reasonable excuse, to comply with subsection (2) commits an offence.

Open section 514 on its own page

(1) In section 513 (2) (b) of this Act, “consent” means consent of—

(a) each secured creditor of the company ; and

(b) if the company has unsecured debts, creditors whose debts amount to more than 50% of the company’s unsecured debts, without regard to the debts of any creditor who does not respond to an invitation to give or withhold consent.

(2) Where the Administrator has made a statement under section 486 of this Act, “consent”, in section 513 (2) (b) of this Act, means—

(a) consent of each secured creditor of the company ; or

(b) if the administrator thinks that a distribution may be made to preferential creditors, consent of—

(i) each secured creditor of the company, and

(ii) preferential creditors whose debts amount to more than 50% of the preferential debts of the company, without regard to the debts of any creditor who does not respond to an invitation to give or withhold consent.

Open section 515 on its own page

(1) Consent, for the purposes of section 513 (2) (b) of this Act, may be—

(a) written ; or

(b) signified at a creditors’ meeting.

(2) An administrator’s term of office may be extended by consent only once, provided that it shall not be extended by consent after—

(a) expiry ; and

(b) extension by order of the Court.

(3) Where an administrator’s term of office is extended by consent, he shall, as soon as is reasonably practicable—

(a) file notice of the extension with the Court ; and

(b) notify the Commission.

(4) An administrator who fails, without reasonable excuse, to comply with subsection (3) commits an offence.

Open section 516 on its own page

(1) On the application of the administrator of a company, the Court may provide for the appointment of an administrator of the company to cease to have effect from a specified time.

(2) The administrator of a company shall make an application under this section if—

(a) he thinks the purpose of administration cannot be achieved in relation to the company ;

(b) he thinks the company should not have entered administration ; or

(c) a creditors’ meeting requires him to make an application under this section.

(3) The administrator of a company shall make an application under this section if the—

(a) administration is pursuant to an administration order ; and

(b) administrator thinks that the purpose of administration has been sufficiently achieved in relation to the company.

(4) On an application under this section the Court may—

(a) adjourn the hearing conditionally or unconditionally ;

(b) dismiss the application ;

(c) make an interim order ; or

(d) make any order it considers appropriate, whether in addition to, in consequence of or in place of the order applied for.

Open section 517 on its own page

(1) This section applies where an administrator of a company is appointed under section 443 or 448 of this Act.

(2) If the Administrator thinks that the purpose of administration has been sufficiently achieved in relation to the company he may file a notice in the prescribed form with the—

(a) Court ; and

(b) Commission.

(3) The administrator’s appointment ceases to have effect when the requirements of subsection (2) are satisfied.

(4) Where the administrator files a notice, he shall, within the prescribed period, send a copy to every creditor of the company of whose claim and address he is aware.

(5) The prescribed rules may provide that the administrator is taken to have complied with subsection (4) if, before the end of the prescribed period, he publishes, in the prescribed manner, a notice undertaking to provide a copy of the notice under subsection (2) to any creditor of the company who applies in writing to a specified address.

(6) An administrator who fails, without reasonable excuse, to comply with subsection (4) commits an offence.

Open section 518 on its own page

(1) On the application of a creditor of a company, the Court may provide for the appointment of an administrator of the company to cease to have effect at a specified time.

(2) An application under this section shall allege an improper motive—

(a) in the case of an administrator appointed by administration order, on the part of the applicant for the order ; or

(b) in any other case, on the part of the person who appointed the administrator.

(3) On an application under this section, the Court may—

(a) adjourn the hearing conditionally or unconditionally ;

(b) dismiss the application ;

(c) make an interim order ; or

(d) make any order it considers appropriate, whether in addition to, in consequence of or instead of the order applied for.

Open section 519 on its own page

(1) This section applies where a winding-up order is made for the winding-up of a company in administration on a petition presented under—

(a) grounds of public interest as may be prescribed by the Chief Judge or under an enactment ; or

(b) the Banks and Other Financial Institutions Act, Nigeria Deposit Insurance Corporation Act or any other financial services and markets related Act.

(2) This section also applies where a provisional liquidator of a company in administration is appointed following the presentation of a petition under any of the provisions in subsection (1).

(3) The Court shall order that the appointment of the administrator ceases to have effect or continue to have effect.

(4) Where the Court makes an order under subsection (3) ( section it may also—

(a) specify which of the powers under the Tenth Schedule to this Act are to be exercisable by the administrator ; and

(b) order that this Part shall have effect in relation to the administrator with specified modifications.

Open section 520 on its own page

(1) This section applies where the administrator of a company thinks that—

(a) the total amount which each secured creditor of the company is likely to receive has been paid to him or set aside for him ; and

(b) a distribution is made to unsecured creditors of the company, if there are any.

(2) The administrator may send to the Commission a notice that this section applies.

(3) On receipt of a notice under subsection (2), the Commission shall register the notice.

(4) After an administrator has sent a notice under subsection (2), he shall, as soon as is reasonably practicable—

(a) file a copy of the notice with the Court ; and

(b) send a copy of the notice to each creditor of whose claim and address he is aware.

(5) On the registration of a notice under subsection (3) the—

(a) appointment of an administrator in respect of the company ceases to have effect ; and

(b) company shall be wound up as if a resolution for voluntary winding-up under section 620 of this Act were passed on the day on which the notice is registered.

(6) The liquidator, for the purposes of the winding-up, shall be—

(a) a person nominated by the creditors of the company in the prescribed manner and within the prescribed period ; or

(b) the administrator, if no person is nominated under paragraph ( (7) In the application of this Chapter to a winding-up by virtue of this section—

(a) section 520 of this Act shall not apply ;

(b) this section applies as if the reference to the time of the passing of the resolution for voluntary winding-up were a reference to the beginning of the date of registration of the notice under subsection (3) ;

(c) sections 523, 532, 533 and 534 shall not apply ;

(d) subsection (5) (b) shall apply as if the reference to the time of the passing of the resolution for voluntary winding-up were a reference to the beginning of the date of registration of the notice under subsection (3) ; and

(e) any creditors’ committee which is in existence immediately before the company ceases to be in administration shall continue in existence after that time as if appointed as a liquidation committee by the creditors at the creditors’ meeting for the purpose of the winding-up.

Open section 521 on its own page

(1) If the administrator of a company thinks that the company has no property which might permit distribution to its creditors, he shall send a notice to that effect to the Commission.

(2) The Court may on the application of the administrator of a company, discontinue the application of subsection (1) in respect of the company.

(3) On receipt of a notice under subsection (1) the Commission shall register the notice.

(4) On the registration of a notice in respect of a company under subsection (3) the appointment of an administrator of the company ceases to have effect.

(5) If an administrator sends a notice under subsection (1), he shall, as soon as is reasonably practicable—

(a) file a copy of the notice with the Court ; and

(b) send a copy of the notice to each creditor of whose claim and address he is aware.

(6) At the end of three months beginning with the date of registration of a notice in respect of a company under subsection (3) the company is deemed to be dissolved.

(7) On an application in respect of a company by the administrator or another interested person, the Court may—

(a) extend the period specified in subsection (6) ;

(b) suspend that period ; or

(c) discontinue the application of subsection (6).

(8) Where an order is made under subsection (7) in respect of a company the administrator shall, as soon as is reasonably practicable, notify the Commission.

(9) An administrator commits an offence if he fails, without reasonable excuse, to comply with subsection (5).

Open section 522 on its own page

(1) This section applies where—

(a) the Court makes an order under this Chapter providing for the appointment of an administrator of a company to cease to have effect ; and

(b) the administrator was appointed by administration order.

(2) The Court shall discharge the administration order.

Open section 523 on its own page

(1) This section applies where the Court makes an order under this Chapter providing for the appointment of an administrator to cease to have effect.

(2) The administrator shall send a copy of the order to the Commission within 14 days beginning with the date of the order.

(3) An administrator who fails, without reasonable excuse, to comply with subsection (2) commits an offence.

Open section 524 on its own page

(1) An administrator may resign only in prescribed circumstances.

(2) An administrator may resign only where he is appointed—

(a) by administration order, by notice in writing to the Court ;

(b) under section 452 of this Act, by notice in writing to the holder of the floating charge by virtue of which the appointment was made ;

(c) under section 459 (1) of this Act, by notice in writing to the company ; or

(d) under section 459 (2) of this Act, by notice in writing to the directors of the company.

Open section 525 on its own page

The Court may by order remove an administrator from office.

Open section 526 on its own page

(1) The administrator of a company shall vacate office if he ceases to be qualified to act as an insolvency practitioner in relation to the company.

(2) Where an administrator vacates office by virtue of subsection (1) he shall give notice in writing, in the case of an administrator appointed—

(a) by administration order, to the Court ;

(b) under section 452 of this Act, to the holder of the floating charge by virtue of which the appointment was made ;

(c) under section 459 (1) of this Act, to the company ; or

(d) under section 459 (2) of this Act, to the directors of the company.

(3) An administrator who fails, without reasonable excuse, to comply with subsection (2) commits an offence.

Open section 527 on its own page

Sections 529-535 of this Act shall apply where an administrator—

(a) dies ;

(b) resigns ;

(c) is removed from office under section 524 of this Act ; or

(d) vacates office under section 523 of this Act.

Open section 528 on its own page

(1) Where the administrator was appointed by administration order, the Court may replace the administrator on an application under this subsection made by—

(a) a Creditors’ Committee of the company ;

(b) the company ;

(c) the directors of the company ;

(d) one or more creditors of the company ; or

(e) where more than one person was appointed to act jointly or concurrently as the administrator or any of those persons who remains in office.

(2) An application may be made in reliance on subsection (1) ( where—

(a) there is no Creditors’ Committee of the company ;

(b) the Court is satisfied that the Creditors’ Committee or a remaining administrator is not taking reasonable steps to make a replacement ; or

(c) the Court is satisfied that for another reason it is right for the application to be made.

Open section 529 on its own page

An administrator appointed under section 452 of this Act may be replaced by the holder of the floating charge by virtue of which the appointment was made.

Open section 530 on its own page

(1) An administrator appointed under section 459 (1) of this Act, may be replaced by the company.

(2) A replacement under this section may be made only—

(a) with the consent of each person who is the holder of a floating charge in respect of the company’s property ; or

(b) where consent is withheld, with the permission of the Court.

Open section 531 on its own page

(1) An administrator appointed under section 459 (2) of this Act, may be replaced by the directors of the company.

(2) A replacement under this section may be made only—

(a) with the consent of each person who is the holder of a floating charge in respect of the company’s property ; or

(b) where consent is withheld, with the permission of the Court.

Open section 532 on its own page

The Court may replace an administrator on the application of a person listed in section 529 (1) of this Act if the Court is satisfied that—

(a) a person who is entitled to replace the administrator under sections 525-527 of this Act is not taking reasonable steps to make a replacement ; or

(b) for any other reason which, in the opinion of the Court, it is proper to make the replacement.

Open section 533 on its own page

(1) This section applies where an administrator of a company is appointed under section 452 of this Act by the holder of a floating charge in respect of the company’s property.

(2) The holder of a prior floating charge in respect of the company’s property may apply to the court for the administrator to be replaced by an administrator nominated by the holder of the prior floating charge.

(3) A floating charge is prior to another for the purposes of this section if it —

(a) was first registered with the Commission or, in default of registration, it was first created ; or

(b) is to be treated as having priority in accordance with an agreement to which the holder of each floating charge was a party.

Open section 534 on its own page

(1) This section applies where—

(a) an administrator of a company is appointed by a company or directors under section 459 of this Act ; and

(b) there is no holder of a floating charge in respect of the company’s property.

(2) A creditors’ meeting may replace the administrator.

(3) A creditors’ meeting may act under subsection (2) only if the new administrator’s written consent to act is presented to the meeting before the replacement is made.

Open section 535 on its own page

(1) Where a person ceases to be the administrator of a company because—

(a) he vacates office by reason of resignation, death or otherwise ;

(b) he is removed from office ; or

(c) his appointment ceases to have effect, he is discharged from liability in respect of any of his actions as Administrator.

(2) The discharge provided by subsection (1) takes effect in—

(a) the case of an administrator who dies, on the filing with the court of notice of his death ;

(b) the case of an administrator appointed under section 450 or 457 of this Act, at a time appointed by resolution of the creditors’ committee or, if there is no committee, by resolution of the creditors ; or

(c) any other case, at a time specified by the Court.

(3) For the purpose of the application of subsection (2) ( where the Administrator has made a statement under section 488 of this Act, a resolution is taken as passed if it is passed with the approval—

(a) each secured creditor of the company ;

(b) each secured creditor of the company ; and

(c) preferential creditors whose debts amount to more than 50% of the preferential debts of the company, disregarding debts of any creditor who does not respond to an invitation to give or withhold approval, where the administrator has made a distribution to preferential creditors or thinks that a distribution may be made to preferential creditors.

(4) In this section, “discharge”—

(a) applies to liability accrued before the discharge takes effect ; and

(b) does not prevent the exercise of the court’s powers under section 500.

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(1) This section applies where a person ceases to be the administrator of a company, whether by reason of resignation, removal from office, cessation of appointment, death or otherwise.

(2) The former administrator’s remuneration and expenses shall be—

(a) charged on and payable out of property of which he had custody or control immediately before cessation ; and

(b) payable in priority to any security to which section 510 of this Act applies.

(3) A sum payable in respect of a debt or liability arising out of a contract, including a contract for post-commencement financing, entered into by the former Administrator or a predecessor before cessation shall be—

(a) charged on and payable out of property of which the former Administrator had custody or control immediately before cessation ; and

(b) payable in priority to any charge arising under subsection (2).

(4) In this section—

(a) “cessation” means the time when he ceases to be the company’s Administrator ;

(b) “former Administrator” means the person referred to in subsection (1) ;

(c) subsection (3) applies to a liability arising under a contract of employment which was adopted by the former administrator or a predecessor before cessation; and for that purpose—

(i) action taken within 14 days after an Administrator’s appointment shall not be taken to amount or contribute to the adoption of a contract,

(ii) no account shall be taken of a liability which arises, by reference to anything which is done or which occurs before the adoption of the contract of employment, and

(iii) no account shall be taken of a liability to make a payment other than wages or salary.

(5) In subsection (4) (c) (iii), “wages or salary” includes—

(a) a sum payable in respect of a period of holiday, for which purpose, the sum shall be treated as relating to the period by reference to which the entitlement to holiday accrued ;

(b) a sum payable in respect of a period of absence through illness or other good cause ;

(c) a sum payable in lieu of holiday ;

(d) in respect of a period, a sum which would be treated as earnings for that period for the purposes of an enactment on social security ; and

(e) a contribution to an occupational pension scheme.

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(1) In this Chapter a reference to the appointment of—

(a) an administrator of a company includes a reference to the appointment of a number of persons to act jointly or concurrently as the Administrator of a company ; and

(b) a person as administrator of a company includes a reference to the appointment of a person as one of a number of persons to act jointly or concurrently as the administrator of a company.

(2) The appointment of a number of persons to act as administrator of a company shall specify which functions, if any, are to be performed by—

(a) the persons appointed acting jointly ; and

(b) any or all of the persons appointed.

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(1) This section applies where two or more persons are appointed to act jointly as the administrator of a company.

(2) A reference to the administrator of the company is a reference to those persons acting jointly.

(3) A reference to the administrator of a company in sections 523-534 of this Act is a reference to any or all of the persons appointed to act jointly.

(4) Where an offence of omission is committed by the administrator, each of the persons appointed to act jointly—

(a) commits the offence ; and

(b) may be proceeded against and punished individually.

(5) The reference in section 482(1)(a) of this Act to the name of the administrator is a reference to the name of each of the persons appointed to act jointly.

(6) Where persons are appointed to act jointly in respect of only some of the functions of the administrator of a company, this section applies only in relation to those functions.

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(1) This section applies where two or more persons are appointed to act concurrently as the administrator of a company.

(2) A reference to the administrator of a company in this Chapter is a reference to any of the persons appointed or any combination of them.

Open section 540 on its own page

(1) Where a company is in administration, a person may be appointed to act as administrator jointly or concurrently with the person or persons acting as the administrator of the company.

(2) Where a company entered administration by administration order, an appointment under subsection (1) shall be made by the Court on the application of—

(a) a person or group listed in section 450(1)(a-e) of this Act ; or

(b) the person or persons acting as the administrator of the company.

(3) Where a company entered administration as a result of appointment under section 443 of this Act, an appointment under subsection (1) shall be made by the—

(a) holder of the floating charge by virtue of which the appointment was made ; or

(b) Court on the application of the person or persons acting as the administrator of the company.

(4) Where a company entered administration by virtue of an appointment under section 447 of this Act, an appointment under subsection (1) shall be made either by the Court on the application of the person or persons acting as the administrator of the company or—

(a) by the company ; and

(b) with the consent of each person who is the holder of a floating charge in respect of the company’s property or, where consent is withheld, with the permission of the Court.

(5) Where a company entered administration by virtue of an appointment under section 452 (2) of this Act, an appointment under subsection (1) shall be made either by the Court on the application of the person or persons acting as the Administrator of the company or—

(a) by the directors of the company ; and

(b) with the consent of each person who is the holder of a floating charge in respect of the company’s property or, where consent is withheld, with the permission of the Court.

(6) An appointment under subsection (1) may be made only with the consent of the person or persons acting as the administrator of the company.

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An act of the administrator of a company is valid in spite of a defect in his appointment or qualification.

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A reference in this Chapter to something done by the directors of a company includes a reference to the same thing done by a majority of the directors of a company.

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(1) Unless otherwise provided, a person who commits an offence under this Chapter is liable on conviction to a fine of at least N200,000.

(2) A person who commits an offence under—

(a) section 455,

(b) section 467,

(c) section 470,

(d) section 482,

(e) section 483, (f ) section 484,

(g) section 486,

(h) section 488,

(i) section 491,

(j) section 493,

(k) section 508,

(l) section 509,

(m) section 514,

(n) section 516,

(o) section 518,

(p) section 522,

(q) section 524, and

(r) section 527, is liable on conviction to a daily default fine of not less than N5,000.

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(1) Where a provision of this Part provides that a period may be varied in accordance with this section, the period may be varied in respect of a company—

(a) by the Court ; and

(b) on the application of the administrator.

(2) A time period may be extended in respect of a company under this section—

(a) more than once ; and

(b) after expiry.

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(1) A period specified in sections 483(5), 487 (1)(b), or 488 (2) of this Act may be varied in respect of a company by the administrator with consent.

(2) In subsection (1), “consent” means consent of—

(a) each secured creditor of the company ; and

(b) creditors whose debts amount to more than 50% of the company’s unsecured debts, if the company has unsecured debts, disregarding debts of any creditor who does not respond to an invitation to give or withhold consent.

(3) Where the administrator has made a statement under section 486 of this Act— “consent” means—

(a) consent of each secured creditor of the company ; or

(b) if the Administrator thinks that a distribution may be made to preferential creditors, consent of—

(i) each secured creditor of the company, and

(ii) preferential creditors whose debts amount to more than 50% of the total preferential debts of the company, disregarding debts of any creditor who does not respond to an invitation to give or withhold consent.

(4) Consent for the purposes of subsection (1) may be—

(a) written ; or

(b) signified at a creditors’ meeting.

(5) The power to extend under subsection (1)—

(a) may be exercised in respect of a period only once ;

(b) shall not be used to extend a period by more than 28 days ;

(c) shall not be used to extend a period which has been extended by the Court ; and

(d) shall not be used to extend a period after expiry.

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Where a period is extended under section 545 or 546, a reference to the period shall be taken as a reference to the period as extended.

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(1) The Chief Judge of the Federal High Court may by order amend a provision of this Chapter which—

(a) requires anything to be done within a specified period of time ;

(b) prevents anything from being done after a specified time ; or

(c) requires a specified minimum period of notice to be given.

(2) The Chief Judge shall make procedural rules relating to administration.

(3) An order or rule under this section shall be made by statutory instrument published in the Federal Government Gazette.

Open section 548 on its own page

(1) In this Chapter— “administrator” of a company means a person appointed under any of the means under this Chapter to manage the company’s affairs, business and property ; “company” means—

(a) a company registered under this Act or any other special legislation relating to companies ; or

(b) any other corporate entity which is recognised under rules or order made by the Minister ; “correspondence” includes correspondence by telephonic or other electronic means ; “creditors’ meeting” has the meaning given under section 487 of this Act ; “enters administration” has the meaning given to it under subsection (2) (a) ; “floating charge” means a charge which is a floating charge on its creation ; “in administration” has the meaning given to under subsection (2)( “hire-purchase agreement” includes a conditional sale agreement, a chattel leasing agreement and a retention of title agreement ; “holder of a floating charge” in respect of a company’s property has the meaning given under section 452 of this Act ; ”market value” means the amount which would be realised on a sale of property in the open market by a willing vendor ; “purpose of administration” means an objective specified in section 444 of this Act ; and “unable to pay its debts” has the meaning given by section 572 of this Act.

(2) For the purposes of this Chapter—

(a) a company “enters administration” when the appointment of an administrator takes effect ;

(b) a company is “in administration” while the appointment of an Administrator of the company has effect ;

(c) a company ceases to be in administration when the appointment of an administrator of the company ceases to have effect ; and

(d) a company does not cease to be in administration merely because an administrator vacates office (by reason of resignation, death or otherwise) or is removed from office.

(3) In this Chapter, a reference to—

(a) a thing in writing includes a reference to a thing in electronic form ; and

(b) action includes a reference to inaction.

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