Fascinating Facts About New CAMA 2020
CAMA 2020 introduced some provisions that are fascinating and would change the old patterns of corporate practice and companies administration.
Some of the new provision as amended in the acts include:
MINIMUM SHARE CAPITAL
The concept of authorized share capital has now been replaced with the concept of minimum share capital which shall not be less than N100,000.00 for a private company and N2,000,000 for a public company. See Section 27(2) of CAMA 2020.
EXEMPTION FROM AUDIT REQUIREMENT
Small companies are no longer mandatorily required by the Act to appoint auditors at the annual general meeting to audit the financial records of the company in respect of a financial year. See Section 402 of Companies and Allied Matters Act 2020
Appointment of Company Secretary is now optional for private companies and only mandatory for public companies. See Section 330 (1) of the Companies and Allied Matter Act 2020
FORMATION OF A COMPANY
A Single Person can now form and incorporate a private company under the New Act. The requirement of a minimum of two Directors is no longer applicable as it relates to private companies. See Section 18(2) of the Companies and Allied Matters Act 2020
Electronic filing, electronic transfer of shares are now accepted. See Section 175(1) and Section 860(1) of Companies and Allied Matters Act 2020.
Virtual meetings for private companies are now accepted provided it is conducted in accordance with the article of association. See Section 240(2) of Companies and Allied Matters Act 2020.
PLACE OF MEETINGS
With the exception of small companies and companies having a single shareholder, all statutory meetings and annual general meetings shall be held in Nigeria. See Section 240(1) of Companies and Allied Matters Act 2020.
MERGER OF INCORPORATED TRUSTEES
The Act provides for merger between two or more associations with similar aims and objectives (Merger of Incorporated Trustees now allowed). See Section 849 of the Companies and Allied Matters Act 2020.
A company is no longer mandated to have a common seal, the design and use of the seal shall be regulated by the company’s articles. See Section 98 of the Companies and Allied Matters Act 2020.
REGISTRATION OF CHARGES
Reduction of filing fees for registration of charges to the commission. See Section 222(12) of Companies and Allied Matters Act 2020.
Each public company shall keep its audited accounts displayed on its website. See Section 374(6) of Companies and Allied Matters Act 2020.
DISCLOSURE OF CAPACITY BY SHAREHOLDERS
Every shareholder with significant control over a company shall indicate to the company in writing the particulars of such control. See Section 119 of the Companies and Allied Matters Act 2020.
POWER OF THE CHAIRMAN
The chairman of a public company is restricted from acting as the chief executive officer of such company. See Section 265(6) of Companies and Allied Matters Act 2020.