Accounting

1. WELCOME
Prof. Godwin Emmanuel, Oyedokun
HND (Acct.), BSc. (Acct. Ed), BSc (Acc & Fin), MBA (Acct. & Fin.), MSc. (Acct.), MSc. (Bus & Econs.), MTP (SA), PhD
(Fin), PhD (Acct), FCA, FCTI, ACIB, ACS, MNIM, CNA, FCFIP, FCE, FERP, CICA, CFA, CFE, CIPFA, CPFA, ABR, CertIFR,
FFAR
godwinoye@yahoo.com
+2348033737184, +2348055863944 & +2348095491026
Managing Partner
Oyedokun Godwin Emmanuel and Co
(Chartered Accountants & Tax Practitioners)

2. CAMA 2020: THE IMPORTANCE AND THE
REVIEW
BEING PAPER PRESENTED BY AT THE MONTH SERIES OF ILUPEJU-GBAGADA &
DISTRICT SOCIETY OF THE INSTITUTE OF CHARTERED ACCOUNTANTS OF NIGERIA (ICAN)
ON AUGUST 26, 2020
BY
PROF. GODWIN EMMANUEL OYEDOKUN, FCA

3. PRESENTATION OUTLINE
INTRODUCTION
REVIEWED CAMA LAW
BENEFIT OF CAMA
CONTROVERSIES
CONCLUSION

4. The new CAMA is Nigeria's most significant
business legislation in three decades and it
introduces new provisions that promote ease of
doing business and reduces regulatory hurdles.
The Companies and Allied Matters Act, 2020
(“CAMA 2020”), was assented by President
Muhammadu Buhari on 7th August 2020 which
repeals and replaces the Companies and Allied
Matters Act, 1990 (Cap 20, Law of Federation of
Nigeria, 2004) (the “Repealed Act”).
INTRODUCTION

5. PART A deals with the
Composition of the
Corporate Affairs
Commission
PART B provides
for Incorporation
of Companies,
PART C deals with
Limited Liability
Partnership,
PART D provides
for Limited
Partnership
PART E covers the
registration of
Business Names,
PART F guides on
registration of
Incorporated
Trustees and
PART G deals with general
provisions and the
establishment of the
Administrative
Proceedings Committee.
The new Act consist of 870
Sections and it is divided into 7
parts viz:
INTRODUCTION {CONT}

6. REVIEWED CAMA LAW
SECTION 18(2):
The minimum number of people
that can set-up a private
company has been reduced to
one (1) by the provisions of the
Act as opposed to the former
minimum requirement of two (2)
people.
SECTION 27(2)
If a company has a share capital-
the memorandum of association
shall also state the amount of
the minimum issued share
capital which shall not be less
than N100,000.00 in the case of
a private company and
N2,000,000.00, in the case of a
public company,
SECTION 31(3)
Power of the Corporate Affairs
Commission to any time before a
certificate of incorporation is
issued, withdraw, or cancel a
reserved name.

7. REVIEWED CAMA LAW {CONT}
SECTION
33
Power of the Minister to
prescribe model
Articles of Association
SECTION
40
Statement of Compliance to
be signed by the applicant
or his agent confirming that
the requirement of the law
concerning registration has
been complied with.
Section
41(7)
Power of the Corporate Affairs
Commission to withdraw, cancel or
revoke a certificate of
incorporation issued under this Act
where it is discovered that the
certificate was fraudulently,
unlawfully, or improperly procured

8. SECTION98
The use of the Common
Seal is no longer
mandatory for companies
SECTION101
In respect of
authentication and service
of documents, a document
or proceeding requiring
authentication by a
company may be signed by
a director, secretary, or
other authorized officer of
the company, and need not
be signed as a deed
SECTION119
Disclosure of capacity as
a shareholder is no longer
restricted to Public
companies. any person
with significant control
over a company shall,
within seven days of
becoming such a person,
indicate to the company in
writing the particulars of
such control.
REVIEWED CAMA LAW {CONT}

9. Provision for Electronic
transfer of shares
The new Act allows for the
non-prohibition of a private
company from giving
financial assistance in a
case where the acquisition
of shares in question is or
was an acquisition of shares
in the company or if it is a
subsidiary of another
private company
The new Act allows a limited
liability company to
purchase its shares
including redeemable
shares.
SECTION 175(1)
SECTION 183(4):
SECTION 184(1):
REVIEWED CAMA LAW {CONT}

10. SECTION 222
(12)
• The total fees payable to the
CAC for filing has been
reduced to 0.35% of the
value of the charge with a
projected 65% reduction in
the associated cost payable
SECTION 237(1)
• Small companies
and/or any company
having a single
shareholder are not
mandated to hold an
Annual General
Meeting.
SECTION
240(2)
• Provision of
virtual meetings
for private
companies
REVIEWED CAMA LAW {CONT}

11. • Allows for the enhancing of
minority protection through
the restriction of a director
from simultaneously
holding the office of
Chairman and Chief
Executive Officer of a public
company.
SECTION 265(6)
• The new act prohibits a
person from being a
director in more than
five public companies
at a time.
SECTION 307(1)
• Exemption from the
appointment of
company secretary for
small private
companies has been
introduced.
SECTION 330(1)
REVIEWED CAMA LAW {CONT}

12. Provision for
exemption of
small
companies or
any company
having a single
shareholder
from the
appointment of
auditors at the
Annual General
Meeting to audit
their financial
records.
SECTION 402(1) (B)
This provides that
a small company
shall be described
or fixed as a
private company
by the Commission
from time to time
whose turnover is
not more than
N120,000,000
(One Hundred and
Twenty Million
Naira)
SECTION 394(3)
Act stipulates
each public
company shall
keep its audited
accounts
displayed on its
website.
SECTION 374(6)
REVIEWED CAMA LAW {CONT}

13. Act allows the
Commission to by
order suspend the
trustees of an
association and
appoint an interim
manager or managers
to manage the affairs
of an association.
Act provides that a
person is only qualified to
act as an insolvency
practitioner where he
has obtained a degree in
law, accountancy or such
other relevant discipline
from any recognized
University or Polytechnic
Provisions for rescuing a
company in distress to
prevent it from being
insolvent to keep it alive
such as Voluntary
arrangements,
Administration and
Netting.
SECTION 434-442 SECTION 839(1)
SECTION 705(1)
REVIEWED CAMA LAW {CONT}

14. Act provides that
the trustees of an
association shall
submit to the
Commission a bi-
annual statement
of affairs of the
association, as the
Commission shall
specify in its
regulations.
SECTION 845(1)
Merger of
Incorporated
Trustees has been
introduced as two
or more
associations with
similar aims and
objects under such
terms and
conditions as may
be prescribed by
the CAC can be
merged.
SECTION 849
The Act establishes
an administrative
Proceedings
Committee.
Parties, however,
dissatisfied with
the decisions of
the Administrative
Committee may
appeal to the
Federal High Court.
SECTION 851
REVIEWED CAMA LAW {CONT}

15. SECTION 853
The Commission may, by regulations, require that in
connection with an application for the approval of
the Commission for the registration of the company,
limited liability partnership, limited partnership,
business name or incorporated trustee, that the
applicant must seek the view of a specified
Government Department or other body.
SECTION 860(1) (2)
The act provides for certified true
copies of electronically filed documents
to be admissible in evidence as the
same will have equal validity as the
original documents.
REVIEWED CAMA LAW {CONT}

16. Making Nigeria's
business environment as
competitive as its
counterparts around the
world.
Empowering one
person to open and
run a company, unlike
the current position
that requires two or
more people.
Promoting the use of
technology in the
registration of
businesses.
Removing all the
unnecessary
regulatory provisions
for small companies.
Creating a new
category of legal
identity for Nigerian
businesses
BENEFIT OF NEW CAMA

17.  Presiding Bishop of Living Faith Church Worldwide, David
Oyedepo, opening the flood gate of attacks on the new CAMA
when he frontally and unequivocally warned the federal
government to rescind the decision or face the consequences.
 National Publicity Secretary of NASFAT, Hakeem Yusuf,
supported that they have no grouse with regulations that will
ensure transparency but uncomfortable with any arrangement
that will see the government choosing its board of trustees
 However, the Chairman of the Nigerian Christian Pilgrims
Commission (NCPC), Reverend Yomi Kasali, views the issue
differently as he strongly averred that the government has
every right to remove the erring board of trustee.
CAMA CONTROVERSIES

18.  The new Companies and Allied Matters Act is an improvement on the current legislation
and will significantly enhance the ease of doing business in Nigeria.
 The review of the new Act reveals a serious overhaul of the corporate regulatory
system to be more in tune with contemporary trends and enhance flexibility.
 The Act had also factored in the incidents of the new normal while embracing
technological changes in the world of business.
 These provisions are major improvements in company regulation and practice and will
enhance productivity and promote ease of doing business in Nigeria.
 The bold reforms contained in the new Act will bring Nigeria's Companies Regulation in
tandem with global best practice.
CONCLUSION