The repeal and re-enactment of the Companies and Allied Matters Act, 1990 (CAP C20, LFN 2004) (‘CAMA’) as CAMA 2020 (“the Act”) is a major game changer in the corporate regulatory landscape. Recall that the National Assembly had passed an amendment in 2018, which was covered in our Regulatory Alert of May 2018, and His Excellency, President Muhammadu Buhari GCFR, declined assent to it and requested the National Assembly’s reconsideration of the Bill.
The newly enacted Act introduces measures to ensure efficiency in the registration and regulation of corporate vehicles, reduce the compliance burden of small and medium enterprises (SMEs), enhance transparency and stakeholders’ engagement in corporate vehicles and, overall, promote a more friendly business climate. The overhaul of the CAMA, which is the foundational legal basis for corporate vehicle regulation, is long overdue as this is its first comprehensive update in 30 years.
The Act has 870 sections which are classified into chapters under Parts A to G. Part A deals with the composition and administration of the registry which functions as a regulator - the Corporate Affairs Commission (‘CAC’). Part B has 29 Chapters which stipulates the lifecycle of companies from their incorporation through to liquidation. Parts C & D have 11 and 2 chapters, respectively, and set out provisions that govern limited liability partnerships and limited partnerships. Parts E & F reprised sections on the registration and regulation of Business Names and Incorporated Trustees, with a few changes outlined in chapters 3 and 7, respectively. Part G introduces the quasi-judicial body - the Administrative Proceedings Committee - in its first chapter and covers general miscellaneous matters in its other chapter.
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