COMPANIES AND ALLIED MATTERS ACT, 2020

Act · Governance

Policy date: 2020-01-01

An Act that governs the incorporation, management, and winding up of companies in Nigeria. It targets incorporated companies, shareholders, and business registrants. This modernizes corporate law and strengthens governance practices.

COMPANIES AND ALLIED MATTERS ACT, 2020

What Is This Policy?

Nigeria's principal legislation governing the incorporation, management, and winding up of companies, partnerships, and business names, representing a comprehensive overhaul of the 1990 CAMA.

Who Does It Target?

Incorporated companies (private and public) Business name registrants and partnerships Corporate directors, shareholders, and secretaries Investors, lenders, and creditors Insolvency practitioners

What Does It Aim to Achieve?

Modernise Nigeria's corporate law framework, reduce the cost of doing business, strengthen corporate governance, protect minority shareholders, and align Nigerian company law with international best practice.

Key Features

Single-Member Companies: Permits a company to be incorporated with just one shareholder and one director, removing the old two-person minimum. Electronic Filing: Allows for the electronic filing of incorporation documents, annual returns, and other statutory filings with the CAC. Minority Shareholder Protections: Strengthens rights for minority shareholders to challenge oppressive conduct and seek remedies from the court. Insolvency Reforms: Introduces administration as a rescue procedure and restructures the rules on receivership and winding up. Reduced Compliance Burden: Exempts small companies from certain filing and audit requirements, reducing the cost of compliance.

Current Status

Rollout Stage: Active - fully commenced Coverage: Nationwide Beneficiaries: All registered companies, investors, and business owners in Nigeria Funding: Revenue-generating framework; CAC funded by registration and filing fees

How to Access

Incorporate via the Corporate Affairs Commission (CAC) portal Pay prescribed incorporation fees File required constitutional documents and comply with annual returns obligations Application method: Apply through the CAC online portal at https://www.cac.gov.ng

Important Terms

Annual returns must be filed to avoid striking off Directors owe statutory fiduciary duties to the company Non-compliance with CAMA provisions attracts fines and, in some cases, criminal liability

Impact & Metrics

Nigeria improved in the World Bank Ease of Doing Business rankings following CAMA 2020 reforms; single-member companies enabled thousands of new small business registrations.

Official Resources

Website: https://www.cac.gov.ng Contact: Corporate Affairs Commission (CAC)

Legal Framework

The Companies and Allied Matters Act (CAMA) 2020 is the primary legislation governing companies, partnerships, and business names in Nigeria. It derives constitutional authority from the Exclusive Legislative List (Item 36 — incorporation and regulation of companies). CAMA 2020 aligns with the World Bank Ease of Doing Business indicators, UNCITRAL model company law provisions, and the OECD Principles of Corporate Governance. It replaced CAMA 1990.

Original source: Read the source