COMPLETE AND COMPREHENSIVE COMPANY LAW NOTE

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THIS CONTAINS A COMPREHENSIVE AND COMPLETE COMPANY LAW NOTE, SUITABLE FOR LAW TEACHERS, LEGAL PRACTITIONERS, STUDENTS (BOTH AT UNDERGRADUATE AND LAW SCHOOL) AND THE GENERAL PUBLIC.

COURSE OUTLINE

 CORPORATE AFFAIRS COMMISSION (CAC)

 FORMATION OF A COMPANY

• Taking instructions from the client.

• Preparation of the incorporation documents.

• Filing and Registration at the CAC.

• Effect of Incorporation.

 ALIEN PARTICIPATION IN BUSINESS

• Right of foreigners to do business in Nigeria.

• Procedure for alien participation.

• Permits and Approvals for alien participation.

 RELIEFS AND INCENTIVES FOR DOING BUSINESS IN NIGERIA

 ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION.

 CONVERSION AND RE-REGISTRATION OF COMPANIES.

 PRELIMINARY MATTERS BEFORE COMMENCEMENT OF BUSINESS.

• Promoters

• Nature of Company Contracts.

• Pre-incorporation Contracts.

 DIRECTORS

 SECRETARY

 MEMBERSHIP OF A COMPANY.

 MEETINGS AND PROCEEDINGS OF A COMPANY.

 QUORUM FOR MEETINGS.

 RESOLUTIONS

• Ordinary

• Special

 MAJORITY RULE AND MINORITY PROTECTION

 COMPANY SECURITIES

• Shares

• Debentures (loans)

 PUBLIC ISSUE OF SECURITIES

 FINANCIAL STATEMENT AND AUDIT

 ANNUAL RETURN

 UNIT TRUST

 RECONSTRUCTION AND AMALGAMATION OF COMPANIES

• Arrangement on Sale of Company’s Property – Section 538 of CAMA

• Arrangement and Compromise – Sections 539 – 540 of CAMA.

• Merger.

• Take Over.

WINDING UP

PART B

PARTNERSHIP AND REGISTRATION OF BUSINESS NAME

PART C

INCORPORATED TRUSTEES

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COMPLETE AND COMPREHENSIVE COMPANY LAW NOTE

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