The Companies and Allied Matters Act 2020 (CAMA 2020) sets out detailed rules on how companies are managed, including directors' duties, board and general meetings, statutory registers and filings with the Corporate Affairs Commission (CAC). Public companies, and companies in regulated sectors such as banking, insurance and capital markets, face additional governance codes and regulator requirements, including the Nigerian Code of Corporate Governance.
Many private companies are exempt from the requirement to appoint a company secretary, but still benefit from having proper processes in place. Poor record-keeping often becomes a problem during fundraising, due diligence, disputes or regulatory inspections.
Company secretarial services
- Convening and attending board and general meetings, and preparing notices and minutes
- Drafting board and shareholder resolutions, including written resolutions
- Maintaining statutory registers, including registers of members, directors and persons with significant control
- Filing changes in directors, shareholders, share capital and registered address with the CAC
- Allotment and transfer of shares, and issue of share certificates
- Filing annual returns
- Acting as company secretary
Governance advice
- Board composition, committees and independent directors
- Directors' duties, conflicts of interest and related-party transactions
- Board charters, delegations of authority and internal policies
- Compliance with the Nigerian Code of Corporate Governance and sector codes
- Beneficial ownership and significant control disclosures
- Governance reviews and board evaluations
- Governance arrangements for family businesses and succession planning
Why it matters
Directors who fail to comply with CAMA 2020 can face personal liability, penalties or disqualification. Investors and lenders increasingly review governance before committing funds. A company with clean records and clear decision-making processes closes transactions faster and is better protected in shareholder disputes.
