Annotations Of The Companies And Allied Matters Act 2020

Section 18: Right To Form A Company

This section outlines the provisions for forming and incorporating a company under the Act. Subsection (1) emphasizes that two or more individuals can come together to establish a company by fulfilling the registration requirements specified in the Act.

Subsection (2) states that even a single individual can form and incorporate a private company by meeting the necessary requirements outlined in the Act pertaining to private companies.

Subsection (3) explicitly states that a company cannot be established for an unlawful purpose.

Section 19: Association And Partnership Of More Than 20 Members When Permitted

This section highlights the requirements for registration as a company under the Act when forming an association or partnership for the purpose of conducting a business for profit or gain. Subsection (1) states that if an association or partnership consists of more than 20 individuals, it must be registered as a company under this Act or in accordance with other applicable laws in Nigeria.

However, there are exceptions to this requirement. Subsection (2) clarifies that it does not apply to co-operative societies registered under Nigerian law or partnerships formed by legal practitioners practicing law or accountants practicing accounting, provided that each member meets the respective professional requirements.

If an association or partnership violates this section by having more than 20 members and continues to conduct business for more than 14 days, each member of the company, association, or partnership during this period is subject to a fine determined by the Corporate Affairs Commission (“the Commission”) for each day of non-compliance.

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