There are 3 principal institutions or bodies, which are statutorily vested with regulatory, supervisory and controlling authority over companies and their activities in Nigeria. These are the Corporate Affairs Commission (CAC), Securities and Exchange Commission (SEC), and Nigerian Investment Promotion Commission (NIPC).
FEATURES AND FUNCTIONS OF THE REGULATORY BODIES AND THEIR RELEVANCE ON CORPORATE LAW PRACTICE
Corporate Affairs Commission
This is the apex of the regulatory bodies for companies in Nigeria, which was established under Section 1 of the CAMA as a body with full legal capacity like incorporated companies. Thus, it has perpetual succession and a common seal, capable of suing and being sued in its corporate name, of acquiring, holding or disposing of any property, movable or immovable, for the purpose of carrying out its functions.
The establishment of the Corporate Affairs Commission as an autonomous body was as a result of the perceived inefficiency and ineffectiveness of the erstwhile Company Registry, a department within the Federal Ministry of Commerce and Tourism, which was then responsible for the registration and administration of the repealed Companies Act of 1968.
Features of CAC
The features are that the Commission has a membership of 15 persons representing a wide variety of interests – the business community, labour, the legal profession, accountancy profession, Manufacturer’s Association of Nigeria, association of Small Scale Industries, the Institute of Chartered Secretaries and Administrators, the Securities & Exchange Commission and the Ministries of Trade and Tourism, Finance and Economic Development, Justice, Industry, and Internal Affairs. The chairman who is appointed by the President on the recommendation of the Minister of Trade and Commerce must be a person who is experienced in or has acquired specialised knowledge of corporate, industrial, commercial, financial or economic affairs and is thus able to make outstanding contributions to the work of the commission – Section 2 of the CAMA.
There is a provision for a Registrar-General of the commission who must be a person who has qualified to practice law in Nigeria for not less than 10 years and he must have had experience in company law practice or administration for not less than 8 years. He is entitled to represent the Commission in legal proceedings in court – Section 8(1) of CAMA.
Members of the Commission other than ex-officio members hold office for 3 years and are eligible for re-appointment for one further term of 2 years. With the exception of the Registrar, generally, they are all part-time members – Section 3 of CAMA.
A member of the commission ceases to hold office, if he becomes of unsound mind or is incapable of carrying out his duties, if he becomes bankrupt or has made arrangement with his creditors, if he is convinced of a felony or any offence involving dishonesty– Section 3(4) of CAMA.
Members, other than the representatives of the Ministries, the Securities and Exchange Commission, the Institute of Chartered Securities and Administrators and the Registrar-General are entitled to such remuneration and allowances as the president may direct – Section 4 of CAMA.
The quorum for meetings of the Commission is 5: Section 5(3).
Functions of CAC
The functions of the Commission as set out in Section 7 of the Companies and Allied Matters Act, includes the following:
- To regulate and supervise the formation, incorporation and winding up of companies.
- To regulate, register and wind-up business names and partnerships
- To regulate, incorporate and wind-up incorporated Trustees/Associations.
- To maintain companies registry and offices in all the States of the Federation
- To arrange and conduct investigation into the affairs of any company where the interest of the shareholders and public so demands
- To perform such other functions as specified in any Act or Law
- To undertake such other activities as are necessary or expedient for giving full effect to the provisions of this Act.