Membership of the Company - Prohibition of Trusts: The Companies Act prohibits "notice
of any trust, express, implied or constructive" and such shall not be entered on
the register of members or be receivable by the CAC
All categories of company shares to carry one vote. Shares with "weighted" voting
right are prohibited. All shares (i.e. whether ordinary or preferential) issued
by a company must carry one vote in respect of each share.Consequently, preference
shareholders are entitled to receive notices and attend all general meetings of
the company and may speak and vote on any resolution before the meeting.
Disclosures To Be Published In Company Correspondence and Business Premises
Every company is obliged to disclose on its letterhead papers used in correspondence,
the following particulars:
- Name of the company/enterprise;
- Address;
- Registration/Incorporation Number;
- Names of Directors and Alternate Directors (if any)
In addition, the law requires companies/enterprises to ensure that the Certificate
of Registration be displayed in conspicuous positions at their principal and branch
offices.
INCORPORATING A BUSINESS ENTERPRISE:
Operations of Foreign Companies
in Nigeria
A non-Nigerian may invest and participate in the operation of any enterprise in
Nigeria. However, a foreign company wishing to set up business operations in Nigeria
should take all steps necessary to obtain local incorporation of the Nigerian branch
or subsidiary as a separate entity in Nigeria for that purpose. Until so incorporated,
the foreign company may not carry on business in Nigeria or exercise any of the
powers of a registered company.
The foreign investor may incorporate a Nigerian branch or subsidiary by giving a
power of attorney to a qualified solicitor in Nigeria for this purpose. The incorporation
documents in this instance would disclose that the solicitor is merely acting as
an “agent” of a “principal” whose name(s) should also appear in the document. The
power of attorney should be designed to lapse and the appointed solicitor ceases
to function upon the conclusion of all registration formalities. The locally incorporated
branch or subsidiary company must then apply to the Nigerian Investment Promotion
Commission (NIPC) for Business Permit and other requisite permits and licences.