Corporate Law Flashcards
FOREIGN PARTICiPATiON
Subject to other relevant law S78(1) of CAMA - You need to incorporate in Nigeria-the office must be for receipts and documents, as matters preliminary to incorporation under the act.
EXEMPTION FROM INCORPORATION
Those exempted under Section 80. 2. Portfolio investors with no actual participation. 3. Direct investors in Nigeria market with foreign currency. 4. Exempted under treaty.
RELEVANT SECTION ON ALIEN PARTICIPATION
S 18(1) one or two persons S 20(4) F has the right and capacity to join in forming of a company subject to the law . Section 78. Section 79 for penalties. Section 80 for exemptions / unreg. Coy Section 84(b) FC can sue or be sued.
Consequences of non compliance
See the case of SOLANKE v ABED . The court will not enforce the ctr at the instance of any party. 2 The transaction is void and illegal.
EXEMPTED COMPANIES
FC invited by Government to execute SPECIFIED INDIVIDUAL PROJECT .2. FC involving in execution of a specific loan project.3. FC owned by foreign government engaged solely in export promotion.4. Engineering Consultant and technical experts engaged in any specialist project by an agency of any person.in which such projects has been approved.
PROCEDURE FOR FOREIGN DIRECT PARTICIPATION
1.Obtaining Visa. 2. Secure address in Nigeria for service of documents. 3. Joint venture agreements if partnering. 4. Incorporation. 5. Importation of Capital thru bank and obtain a certificate of capital importation. 6.NIPC. 7. SEC. 8. Obtain relevant permits for relevant regulatory agencies.
FUNCTIONS OF NIPC
Register all F investors 2. Promote investment. 3. Disseminate information on on investment opportunities and incentives.4. Providing support.5 Advise fed on matters to promote development of economy.
Clauses to be included in the Articles of Association to gain control in a company
Circumstances when CAC can refuse registration of a coy
