Companies and Allied Matters Act 2020

Private companies require minimum share capital of ₦100,000. Public companies require minimum share capital of ₦2,000,000. CAC can adjust these amounts from time to time.

Small companies (turnover under ₦120m, assets under ₦60m, owned by Nigerians) get regulatory relief: no mandatory auditor requirement and simplified financial statements. Directors must own at least 51% of shares.

As a shareholder, you own your shares as personal property and can transfer them. You have the right to vote at meetings and receive dividends according to your shareholding and the company's articles.

Companies must hold an Annual General Meeting (AGM) each year, no more than 15 months apart. Private companies can opt out of AGMs through their articles of association.

Company meetings require at least 21 days written notice. However, shorter notice is valid if all members agree (for AGMs) or if a majority agrees (for other meetings).

Members can pass resolutions in writing instead of holding a meeting, if all members entitled to vote agree. This is especially useful for small private companies.

Private companies need at least 1 director. Public companies need at least 3 directors, including 1 independent director. These are minimum requirements.

Directors must be at least 18 years old. Public company directors cannot be over 70 years old. Private companies have no upper age limit for directors.

Directors must disclose any personal interest in company transactions before they happen. Failure to disclose is a criminal offence punishable by fine or up to 2 years imprisonment.

Shareholders can remove a director at any time by ordinary resolution, even if their contract says otherwise. The director being removed has the right to be heard at the meeting.

Minority shareholders can apply to court if they believe the company is being run in a way that oppresses or unfairly harms their interests. Courts have wide powers to remedy such situations.

Directors must act honestly and in the company's best interest at all times. They have a fiduciary duty to preserve company assets and further its business. They must exercise independent judgment.

Directors can be held personally liable for fraud, breach of trust, or mismanagement. Courts can order directors to repay money or restore property if they acted wrongfully.

Dividends can only be paid from company profits. Shareholders receive dividends proportional to their shares. The AGM declares dividends but cannot exceed what directors recommend.

A company can voluntarily wind up if its articles say so (time period expires or specified event occurs) or if shareholders pass a special resolution to wind up.

Courts can order a company wound up if: shareholders request it, the company is inactive for a year, membership falls below minimum, the company is insolvent, or it's just and equitable to do so.

You must register any business name you use that is different from your personal name. Operating a business under an unregistered name is illegal.

NGOs, religious organizations, clubs, and charities can register as incorporated trustees. This gives them legal status as a body corporate, allowing them to own property and sue in their own name.

To register a business name, provide CAC with: your business name, what the business does, address, your personal details including nationality and residence, and any former names.

Operating without registering your business name is punishable by ₦50,000 fine per day. Critically, you cannot enforce contracts made under an unregistered business name in court.

Property of NGOs and charities belongs to the organization, not individual members. Assets must be used for the organization's stated purposes and cannot be distributed to members, even on dissolution.