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Part A

Companies

Part I

Corporate Affairs commission

1. Establishment of the Corporate Affairs Commission

(1) There is hereby established under this Act, a body to be known as the Corporate Affairs Commission (in this Act referred to as “the Commission”).

(2) The Commission shall be‐

(a) a body corporate with perpetual succession and a common seal;

(b) capable of suing and being sued in its corporate name; and

(c) capable of acquiring, holding or disposing of any property,movable or immovable, for the purpose of carrying out its functions.

(3) The headquarters of the Commission shall be situated in the Federal Capital Territory, Abuja, and there shall be established an office of the Commission in each State of the Federation.

2. Membership of the Commission

The Commission shall consist of the following members, that is‐

(a) a chairman who shall be appointed by the President on the recommendation of the Minister, being a person who by reason of his ability, experience or specialised knowledge of corporate, industrial, commercial, financial or economic matters or of business or professional attainments would in his opinion be capable of making outstanding contributions to the work of the Commission;

(b) one representative of the business community, appointed by the Minister on the recommendation of the Nigerian Association of Chambers of Commerce, Industries, Mines and Agriculture;

(c) one representative of the legal profession, appointed by the Minister on the recommendation of the Nigerian Bar Association;

(d) one representative of the accountancy profession, appointed by the Minister on the recommendation of the Institute of Chartered Accountants of Nigeria;

(e) one representative of the Manufacturers Association of Nigeria, appointed by the Minister on the recommendation of the Association;

(f) one representative of the Securities and Exchange Commission not below the grade of Director or its equivalent;

(g) one representative of each of the following Federal Ministries, that is‐

(i) Commerce;

(ii) Justice;

(iii) Industry, and

(h) the Registrar‐General of the Commission.

[1992 No. 40.]

3. Tenure of office

(1) Subject to the provisions of subsection (2) of this section, a person appointed as a member of the Commission (not being an ex‐officio member) shall hold office for three years and shall be eligible for re‐appointment for one further term of three years.

(2) The Ministermay, with the approval ofthe President at any time remove anymember ofthe Commission from office ifthe Ministeris ofthe opinion thatitis notin the interest ofthe Commission forthememberto continue in office and shall notify the member in writing to that effect.

[1992 No. 40.]

(3) The members of the Commission except the Registrar‐General shall be part‐time members of the Commission.

(4) Any member of the Commission shall cease to hold office if‐

(a) he becomes of unsound mind or is incapable of carrying out his duties;

(b) he becomes bankrupt or has made arrangement with his creditors;

(c) he is convicted of a felony or any offence involving dishonesty;

(d) he is guilty of serious misconduct relating to his duties; or

(e) in the case of a person possessed of professional qualifications, he is disqualified or suspended (other than at his own request) from practising his profession in any part of Nigeria by the order of any competent authority made in respect of him personally.

4. Remuneration and allowance

Members of the Commission appointed under section 2 (a), (b), (c), (d), (e), (f), (g) and (h) shall be paid such remuneration and allowances as the President may, from time to time, direct.

5. Proceedings of the Commission

(1) Subject to this section and section 27 of the Interpretation Act, the Commission may make standing orders regulating its proceedings.

[Cap. 123.]

(2) The chairman shall preside at every meeting of the Commission but, in his absence, the members present shall elect one of their number present to preside at the meeting.

(3) The quorum for meetings of the Commission shall be five.

[1992 No. 40.]

(4) The Commission may appoint any of its officers to act as secretary at any of its meetings.

6. Disclosure of interest

(1) A member of the Commission who is directly interested in any company or enterprise, the affairs of which are being deliberated upon by the Commission, or is interested in any contract made or proposed to be made by the Commission shall, as soon as possible after the relevant facts have come to his knowledge, disclose the nature of his interest at a meeting of the Commission.

(2) A disclosure, under subsection (1) of this section, shall be recorded in the minutes of the Commission, and the member shall‐

(a) not take part after such disclosure in any deliberation or decision of the Commission with regard to the subject matter in respect of which his interest is thus disclosed;

(b) be excluded for the purpose of constituting a quorum of the Commission for any such deliberation or decision.

7. Functions

(1) The functions of the Commission shall be to‐

(a) subject to section 541 of this Act, administer this Act including the regulation and supervision of the formation, incorporation, registration, management, and winding up of companies under or pursuant to this Act;

(b) establish and maintain a company’s registry and offices in all the States of the Federation suitably and adequately equipped to discharge its functions under this Act or any other law in respect of which it is charged with responsibility;

(c) arrange or conduct an investigation into the affairs of any company where the interests of the shareholders and the public so demand;

(d) perform such other functions as may be specified by any Act or enactment; and

(e) undertake such other activities as are necessary or expedient for giving full effect to the provisions of this Act.

(2) Nothing in this section shall affect the powers, duties or jurisdiction of the Securities and Exchange Commission under the Investments and Securities Act.

[Cap. 124.]

8. Appointment of Registrar‐General

(1) There shall be appointed by the Commission a Registrar‐General who shall be qualified to practise as a legal practitioner in Nigeria and has been so qualified for not less than 10 years and in addition, has had experience in company law practice or administration for not less than 8 years.

(2) The Registrar‐General shall be the chief executive of the Commission and shall be subject to the directives of the Commission and shall hold office on such terms and conditions as may be specified in his letter of appointment and on such other terms and conditions as may be determined, from time to time, by the Commission with the approval of the President.

(3) The Registrar‐General shall be the accounting officer for the purpose of controlling and disbursing amounts from the fund established pursuant to section 12 of this Act.

9. Appointment of staff

The Commission may appoint such other staff as it may deem necessary for the efficient performance of the functions of the Commission under or pursuant to this Act.

10. Right to appear in court

Notwithstanding the provisions of any enactment to the contrary, a person appointed to the office of Registrar‐General under section 8 of this Act or a person appointed under section 9 of this Act who is a legal practitioner shall, while so appointed, be entitled to represent the Commission as a legal practitioner for the purpose and in the course of his employment.

11. Service in the Commission to be pensionable

Service in the Commission shall be approved service for the purpose of the Pensions Act and accordingly, officers and other persons employed in the Commission shall in respect of their service in the Commission be entitled to pensions, gratuities and other retirement benefits enjoyed by persons holding equivalent grades in the public service of the Federation, so however that nothing in this Act shall prevent the appointment of a person to any office on terms which preclude the grant of a pension and gratuity in respect of that office.

[Cap. P4.]

12. Fund of the Commission

The Commission shall establish a fund which shall consist of such sums as may be allocated to it by the Federal Government and such other funds as may accrue to it in the discharge of its functions.

13. Expenditure of the Commission

The Commission may, from time to time, apply the proceeds of the fund established in pursuance of section 12 of this Act‐

(a) to the cost of administration of the Commission;

(b) for reimbursing members of the Commission or any Committee set up by the Commission for such expenses as may be authorised or approved by the Commission, in accordance with the rate approved in that behalf by the President;

(c) to the payment of salaries, fees or other remuneration or allowances, pensions and gratuities payable to the employees of the Commission;

(d) for the maintenance of any property acquired or vested in the Commission; and

(e) for, and in connection with, all or any of the functions of the Commission under this Act.

14. Annual accounts, audit and estimates

(1) The Commission shall keep proper accounts and proper records in relation thereto and shall prepare in respect of each year a statement of accounts in such form as the President may direct.

(2) The accounts of the Commission shall be audited not later than six months after the end of the year by auditors appointed by the Commission from the list and in accordance with guidelines supplied by the Auditor‐General for the Federation; and the fees of the auditors and the expenses of the audit generally shall be paid from the funds of the Commission.

(3) The Commission shall cause to be prepared, not later than 30 September in each year, an estimate of the expenditure and income of the Commission during the next succeeding year and when prepared they shall be submitted through the Minister to the President.

15. Annual report

The Commission shall, notlaterthan 30 June in each year,submitto the President a report on the activities of the Commission during the immediate preceding year, and shall include in such reportthe audited accounts of the Commission.

16. Regulations

The Minister may, with the approval of the President, make regulations generally for the purpose of this Act and in particular, without prejudice to the generality of the foregoing provisions, make regulations‐

(a) prescribing the forms and returns and other information required under this Act;

(b) prescribing the procedure for obtaining any information required under this Act;

(c) requiring returns to be made within the period specified therein by any company or enterprise to which this Act applies; and

(d) prescribing any fees payable under this Part, that is, Part A of this Act.

17. Meaning of certain words used in this Part

In this Part of this Act‐

“chairman” means the chairman of the Commission; and

“member” means any member of the Commission including the chairman.

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