Concetti Chiave
- The Companies and Allied Matters Decree 1990 established a statutory framework for company law in Nigeria, integrating common law principles and doctrines of equity.
- The Decree emerged from an extensive law reform process by the Nigerian Law Reform Commission, involving input from experts in company law and related fields.
- Key innovations include a comprehensive arrangement of laws, establishment of the Corporate Affairs Commission, and prohibition of non-voting shares and weighted votes.
- The Decree's title, "Allied Matters", reflects its scope beyond companies to include business name registration and incorporation of trustees.
- Despite limited judicial testing, the Decree significantly improves Nigerian company law, encompassing doctrines like Corporate Personality and the Law of Agency.
The Companies and Allied Matters Decree 1990
With the enactment of the Companies and Allied Matters Decree 1990, a company law in Nigeria became Statutory. However, the decree is not the only source of company law in Nigeria.
The Companies and Allied Matters Decree
The Decree is the product of a rather laborious and painstaking process of law reform which was undertaken by Nigerian Law Reform Commission in which all those involved in company law, management, finance and practice had the opportunity to air their views and make representations.
It makes provisions not only for companies, but also for the registration of business names and for the incorporating of trustees, hence, perhaps, the words "Allied Matters" were added to its title.
The major innovations of the Decree include:
1. comprehensiveness of the Act first by the enactment of some relevant principles of common law and doctrines of equity, and secondly, by the incorporation in the substantive enactment many of the common and general provisions of the articles in Table A of the Companies Act, 1968.
2. More logical arrangement of the subject matter of the Act
3. Establishment of a Corporate Affairs Commission to administer the Companies and Allied Matters Act.
4. Prohibition of non-voting shares and of weighted votes
Although the Decree has not been substantially tested in the courts, yet it represents a major improvement in the company law legislation in Nigeria.
Fundamental Principles of Company Law
Company Law, Statutory or otherwise, embraces fundamental principles some of the most important of which are:
1. The doctrine of Corporate Personality.
2. The doctrine of Ultra Vires.
3. The principle of the Law of Agency.
4. The principle of Majority Rule.
5. The principle of Publicity.
6. The principle of Maintenance of Capital.
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