Culled—Proshare

August 8, 2020

by KPMG Nigeria

His Excellency, President Muhammadu Buhari, GCFR, has given his assent to the Companies and Allied Matters Bill, 2020 (“the Bill”) as announced in a State House Press Release today, 7 August 2020.

The Bill, now Companies and Allied Matters Act, 2020 (“the Act”), repeals and replaces the extant Companies and Allied Matters Act, 1990, and introduces several corporate legal innovations aimed at enhancing ease of doing business in the country.

Some of such innovations are:

• reduction in filing fee and other reforms to encourage small and medium enterprises;

• provisions for the establishment of private companies with a single shareholder and limited liability partnerships and limited partnerships;

• innovative processes and procedures to ease companies’ operations, such as introduction of Statement of Compliance, replacing “authorised share capital” with minimum share capital to minimise incorporation costs, introduction of electronic filing, electronic share transfers, e-meetings and remote general meetings for private companies, etc;

• requirement for disclosure by persons with significant control in companies in a register of beneficial owners to enhance corporate accountability and transparency; and

• provisions to improve minority shareholder protection and engagement, enhance business rescue reforms for insolvent companies, and permit the merger of Incorporated Trustees for associations with similar aims and objectives.

Comments

The enactment of the long-awaited Act demonstrates the government’s commitment to improve ease of doing business in the country.  It is hoped that the various reforms enshrined in the Act will be implemented to the letter so as to simplify regulatory processes, improve the operating business environment and re-energize the private sector as the engine of growth in Nigeria.