CORPORATE AFFAIRS COMMISSION

(CAC)
• Section 1 of CAMA 2004 provides for the establishment of the
Corporate Affairs Commission, with same having the character
and status of a corporate body.

• The membership of the Commission consists of the chairman,

registrar, and representatives of; the business community,
legal profession, accountancy profession, Manufacturers
Association of Nigeria and the Securities and Exchange
Commission (See Sect. 2).
 CORPORATE AFFAIRS COMMISSION
(Contd.)
• The geographical structure of the Commission
is such that the headquarters is situated in the
Federal Capital Territory, Abuja; and offices of
the Commission are required to be established
in each State of the Federation.
 Functions of CAC
• The CAC has a diverse range of functions, and these can be
categorized under substantive and administrative activities.
These former includes activities such as; regulation and
supervision of the formation, incorporation, registration,
management and winding of companies according to the
provisions of the Act.
• CAC also Investigates the affairs of any company where the
shareholders and public interests necessitate such.
 Functions of CAC (Contd.)
• Whilst the latter activities of the CAC cover
matters such as; establishing and maintaining
company registry and offices in each State of
the Federation adequately equipped to
discharge all of its statutory functions (See
Sect. 7)
 CAC (contd)
• The CAC lies in prime position with respect to the issue of
governance of corporate entities. It is statutorily empowered
to regulate the affairs of companies from the point of
incorporation which captures the coming into existence of the
company;
• Also ensures compliance on the part of the companies in
order to protect shareholder and public interests; and also
regulates the winding up of a company, which entails the
terminal point of a company’s life span in the sphere of
business activities.
 CAC (Contd.)
• It is noteworthy that the CAC does not operate
in a vacuum and is subject to the provisions of
the Companies and Allied Matters Act in
several and diverse respects.
• In essence, by exercising specific oversight
regulatory functions, the CAC contributes to
the sustaining corporate activity, without
undue interference with the company’s day to
day activities.
 INCORPORATION OF COMPANIES
• There are specific requirements that must be complied with in
order to incorporate a company and thus assume the
responsibilities that flow with incorporation. Primarily, there
is a minimum qualification with respect to the number of
person that can form a company, that is, two.
• It is also noteworthy, that where the number of persons
exceeds twenty, it is mandatory to for such number to register
a company for the purpose of carrying on business activities in
Nigeria.
INCORPORATION OF COMPANIES (Contd.)

• However, certain classes (registered co-

operative societies, firm of legal practitioners
or accountants) are exempted from this
provision, and can thus carry on their business
activities with more than twenty persons (See
Sects 18 &19).
 Types of Companies

• The CAMA describes the variants of companies primarily by

reference to the issues of; limitation of liability and whether
the company in question is either a private or a public
company.
• it is instructive to note, that each type of company can be
distinguished from the other along the lines of membership,
structure and inner workings and proceedings at meetings
amongst others.
 Types of Companies (Contd.)
• CAMA provides for: a company limited by
shares, unlimited liability company, a company
limited by guarantee, and a private or public
company (See Sects 21-26). Thus, qualified
persons are limited to these specific types of
corporate entities, and thus assume the
benefits and burdens of incorporation in light
of the principle of corporate personality.
 Unincorporated Associations
• The benefits and burdens of incorporation are
limited to corporate bodies, that is entities that have
complied with the requirements of incorporation as
provided in CAMA. In effect, this excludes all other
kinds of business associations from the
consequences of incorporation.
• There is judicial authority to the effect that an
unincorporated association is not a legal person with
a corporate personality distinct from its human
agents.
 Unincorporated Associations (Contd.)

• Thus, unlike a company it cannot maintain an

action with its own name, but its members
may sue or be sued on its behalf. The case of
Nigerian Bar Association (NBA) V Gani
Fawehinmi is instructive in this regard where it
was held; that the NBA is an unincorporated
association.