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registration and administration of the repealed Companies Act of 1968.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.
