HB 09: Companies and Allied Matters Act (Amendment) Bill, 2015

Companies and Allied Matters Act, 2004 (Principal Act)

Companies and Allied Matters Act (Amendment) Bill 2015

Section 26 (3) –

“In the case of a company limited by guarantee, every provision in the memorandum or articles or in any resolution of the company purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member or purporting to divide the company’s undertaking into shares or interests shall be void”

Clause 2 of the Bill seeks to amend Section 26 of the Act by deleting the underlined phrase – “…otherwise than as a member…”

Section 26 (5) –

“The memorandum of a company limited by guarantee shall not be registered without authority of the Attorney-General of the Federation”

Clause 3 of the Bill proposes to amend this sub-section by adding a proviso which reads as follows:

“But where the AG of the Federation did not specify either by way of authorization or denial of authorization within 2 months from the date of receipt of the application for such authority, the CAC shall proceed to register the Memorandum of a company limited by guarantee”

Section 30 (1)

No company shall be registered under this Act by a name which ‐

(a) is identical with that by which a company in existence is already registered, or so nearly resembles that name as to be calculated to deceive, except where the company in existence is in the course of being dissolved and signifies its consent in such manner as the Commission requires; or

(b) contains the words "Chamber of Commerce" unless it is a company limited by guarantee; or

(c) in the opinion of the Commission is capable of misleading as to the nature or extent of its activities or is undesirable, offensive or otherwise contrary to public policy; or

(d) in the opinion of the Commission would violate any existing trademark or business name registered in Nigeria unless the consent of the owner of the trademark or business name has been obtained.

Section 30 (2)

Except with the consent of the Commission, no company shall be registered by a name which‐ 

(a) includes the word "Federal", "National", "Regional", "State", "Government", or any other word which in the opinion of the Commission suggests or is calculated to suggest that it enjoys the patronage of the Government of the Federation or the Government of a State in Nigeria, as the case maybe, or any Ministry or Department of Government; or

(b) contains the word "Municipal" or "Chartered" or in the opinion of the Commission suggests, or is calculated to suggest, connection with any municipality or other local authority; or

(c) contains the word "Co-operative" or the words "Building Society"; or

(d) contains the word "Group" or "Holding".

Clause 4 proposes to add the phrase “incorporated Trustee” after the word “company”

Section 293  Secretaries

(1) Every company shall have a secretary.

(2) Anything required or authorised to be done by or of the secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by or of any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or of any officer of the company authorised generally or specially in that behalf by the directors.

Clause 5 seeks to amend Section 293 of the Act by adding sub-section 3 immediately after subsection 2. Sub-section 3 shall read –

“If any company and every officer of the company who is in default shall be liable to a fine not exceeding N50,000 in the case of a Private Company or N500,000 in the ease of a Public Company”