The Companies and Allied Matters Act, 2020 (“the Act”), repeals and replaces the extant Companies and Allied Matters Act of 1990. The new CAMA, now seen as Nigeria’s most significant business legislation in three decades, introduces new provisions that promote the ease of doing business whilst reducing regulatory hurdles and also bringing the provisions in tangent with the technological realities of the 21st century. This is expected to ultimately promote investments, create more jobs, and promote a friendly business climate in Nigeria.
Some of the provisions of the amended bill and how it will affect businesses are explained below:
Provision of single-member/shareholder companies
S.18 (2) of the new CAMA now makes it possible to establish a private company with only one (1) member or shareholder. This is good news for growing startups and young entrepreneurs because it has totally resolved business registration bottlenecks. A lot of businesses have been forced into unnecessary partnerships because prior to the new CAMA, to legally own a business in Nigeria, you needed to provide at least two or more people as co-owners of the business.
Introduction of Statement of Compliance
Section 40 (1): There is the introduction of Statement of Compliance (SOC) signed by an Applicant (or agent), without the need for a Lawyer or Notary Public to attest to Declaration of Compliance (DOC). SOC is a requirement of the law that indicates that the applicant has complied with the registration and requirements.
Replacement of Authorized Share Capital with Minimum Share Capital
Section 27: This section replaces ‘Authorized Share Capital’ with ‘Minimum Share Capital’. This implies that the promoter(s) of a business is not required to pay for or allocate shares that are not needed at the specific time of incorporation.
Procurement of a Common Seal is no longer a mandatory requirement
The procurement of a Common Seal is no longer a mandatory requirement according to S.98 of the new CAMA. With the amended bill, companies can now authenticate documents by other means other than a common seal. This means you don’t need to stamp seals on documents anymore. The world is digital so who needs those seals.
Provision for electronic filing, electronic share transfer and e-meetings for private companies
The new CAMA makes provision for electronic filing, electronic share transfer and e-meetings for private companies. You can now register your business from anywhere in the country via the e-registration portal. The new CAMA also provides for remote or virtual general meetings, provided that such meetings are conducted in accordance with the Articles of Association of the company. This will facilitate participation at such meetings from any location within and outside the shores of the country, at minimal costs.
Exemption from appointing Auditors
Small companies or any company having a single shareholder are no longer mandated to appoint auditors at the annual general meeting to audit the financial records of the company. S. 402 of the new CAMA provides for the exemption in relation to the audit of accounts in respect of a financial year.
Exemption from the appointment of company secretary
The appointment of a Company Secretary is now optional for private companies. According to S. 330 (1) of the new CAMA, the appointment of a company secretary is only mandatory for public companies.
Creation of Limited Liability Partnerships (LLPs) and Limited Partnerships (LPs)
The new Act, introduces Limited Liability Partnerships and Limited Partnerships, which combines flexibility and tax status of a partnership with the status of limited liability for members of a company. This implies that Startups are not stuck with the option of setting up a Company, but also enjoy the benefits of partnership which a partnership agreement (including vesting agreement, and founders agreements) beyond the regular Articles and Memorandum of Association, whilst still protecting their personal assets from being sold in claims for debts, liability, or creditors.
Reduction of Filing Fees for Registration of Charges
Under Section 223 (12) of the new Act, filing fees for Registration of Charges payable to the CAC (Corporate Affairs Commission) has been reduced to 0.35% of the value of the charge. This is expected to lead to up to 65% reduction in the associated cost payable under the regime
Merger of Incorporated Trustees
The new Act extends merger beyond LLCs to Incorporated Trustees. Section 849 implies that two or more NGOs, social entrepreneurs with different registered organizations, with similar goals can merge to form one (1) single organization.
Disclosure of persons with significant control in companies
Section 119 emphasizes transparency in terms of control in a company. It requires that persons with significant control in a company disclose its shareholding to other shareholders. For example, anyone who has person(s) holding shares on their behalf as trustees or proxies, whilst being shareholders themselves in same company, are expected to disclose such relationship for transparency.
Restriction on Multiple Directorship in Public Companies
S.307 (1) of the Act prohibits a person from being a director in more than five (5) public companies at a time.
Business Rescue provisions for Insolvent Companies
The new Act introduces a framework for rescuing a company in distress and to keep it alive as against allowing such entity to become insolvent. Provisions were made with respect to Company Voluntary Arrangements (S.434 to S.442), Administration (S.443 to S.549) and Netting (S.718 to S.721).
Enhancement of Minority Shareholder Protection and Engagement
- 265 (6) restricts firms from appointing a director to hold the office of the Chairman and Chief Executive Officer of a private company.
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The Act certainly, is one of the biggest business reform bills which impacts the Nigerian business sphere. The amendments to the Act would have the overall effect of making Nigeria’s metrics of doing business more fit for today’s technological realities, encourage young investors to register companies, increase the influx of foreign investment and re-energize the private sector as the engine of growth in Nigeria.
PenCom recovers N17.51billion from defaulting employers, imposes penalties
N17.51 billion was recovered by PenCom from employers who refused to remit pensions from workers’salaries
The National Pension Commission has recovered N17.51 billion from employers that refused to remit deducted monthly pensions from their workers’ salaries to their Retirement Savings Accounts with the respective Pension Fund Administrators.
This was disclosed by the Commission in its 2020 second quarter report which was released on Friday.
Out of the N17.51 billion, the principal contribution was N8.89 billion, while the penalty imposed on the employers was N8.63 billion.
The report read, “Following the issuance of demand notices to some defaulting employers whose outstanding pension contribution liabilities had been established by the recovery agents, 16 of the affected employers remitted the sum of N261.33 million representing principal contribution of N152.79million and penalty of N108.54million during the quarter. This brought the total recoveries made from inception as at June 30, 2020 to N17.51billion.”
According to the report, one batch of NSITF lump sum payment application totalling N225,442.72 was however received on behalf of five NSITF members during the quarter.
It said the application was processed and five members’ contributions were transferred to their bank accounts.
Consequently, it added, the cumulative sum of N2.94billion had been paid into the bank accounts of 36,551 NSITF contributors as lump sum/one off payment from inception to June 30.
For the quarter ended June 30, the commission said it processed monthly pension payments totalling N62.25million in respect of 3,629 NSITF pensioners.
As of June 30, it said the total pension payment to NSITF pensioners amounted to N4.73billion.
The commission added that it reviewed the request for the payment of attributable income to eligible NSITF members and granted a “no objection” for payment of N2.92billion to 165,954 eligible NSITF members whose NSITF contributions were refunded to their RSAs or bank accounts as of December 2018.
It would be difficult to find loans to finance rail to Niger Republic – Cheta Nwanze
Finding loans to finance rail to the Niger Republic would be difficult, says Cheta Nwanze.
Cheta Nwanze, Lead Partner at socioeconomic research firm, SBM Intelligence, says that it would be difficult to find loan financiers for the proposed $1.9 billion rail project from Kano to Maradi in Niger republic.
Cheta, in an interview with Nairametrics on Friday, explained that it appears that Nigeria is more keen on the project than Niger Republic.
Back story: Nairametrics reported this week that the Federal Executive Council has approved the disbursement of $1.96 billion, for the railway line from Kano in Nigeria to Maradi in Niger Republic.
According to the report, the President is also expected to commission the Warri-Itakpe standard gauge rail line, running through Kogi, Edo, and Delta States.
“Nigeria is investing so much in this rail line, given that we are Niger’s 4th largest trading partner,” Cheta said.
He added that Niger, although being landlocked already, has an existing infrastructure for its imports and export services, which is much better utilized than Nigeria’s export infrastructure.
“The majority of their imports from France, China, and the USA come in via the port of Lome, precisely because the port in Lome works, and the rail link in Togo is much better than ours.
“Nigeria, on the other hand, has let its Apapa port to become a wreck, while transportation between Lagos and Kano/Jibia is a nightmare, if we’re being charitable with words.”
According to him, with the reality of the Apapa congestion and other factors, finding fund for such project, when debt to service ratio is high and amidst reduced oil revenue, will be difficult.
“With these realities in mind, I find it difficult to imagine who will extend such a loan to Nigeria, especially since, as far as all the information available to me indicates, Niger does not seem as keen on pushing this as Nigeria does,” he added.
However, the media aide to President Buhari, Garba Shehu, disclosed that the Federal Government is not constructing a rail line from Nigeria linking Kano-Dutse-Maradi into the Niger Republic, as it will only stop at the designated border point.
Maradi is 55km from the Katsina border Town of Jibia.
Canada invites another 4,200 Express Entry candidates for permanent residency
Canada has invited 4,200 immigration candidates to apply for permanent residency.
As countries around the world commence relaxation of ban on international travels, the Canadian government has issued another round of invitation to 4,200 Express Entry Candidates, to apply for its permanent residency.
Canada held its 163rd Express Entry draw, inviting 4,200 immigration candidates to apply for permanent residence on September 16, being the second draw this month, with a comprehensive ranking system (CRS) score of 472. This is three points less than the previous draw held earlier in the month.
This draw matches the 4,200 ITAs issued in an Express Entry round on September 2, which ties it for the second-biggest draw ever. The biggest draw issued 4,500 ITAs on February 19, 2020. The large number of invitations being issued by Canada is a strong indication that it remains committed to welcoming high levels of immigrants in 2021 and beyond.
The recent round of draw brings the total number of invitations issued this year to 74,150; a new record for this date, indicating an 86.4% success rate.
IRCC used its tie-break rule in this draw. The timestamp used was March 9, 2020, at 13:03:40 UTC. This means that all candidates with a CRS score above 472, as well as those candidates with scores of 472 who entered their profile in the Express Entry pool before the selected date and time, received an ITA in this invitation round.
This rule is used to rank candidates, who have the same CRS score. A candidate’s CRS score remains the primary factor in selecting candidates to be invited to apply for permanent residence. Factors that can affect the cut-off CRS score include the size of the draw (larger draws can produce a lower minimum CRS score), and the time between draws (shorter periods between draws can help to lower the CRS score).
How it works
Express Entry, is the application system that manages the pool of candidates for Canada’s three main economic immigration classes — the Federal Skilled Worker Program (FSWP), the Federal Skilled Trades Program (FSTP), and the Canadian Experience Class (CEC). The highest-ranked candidates in the Express Entry pool are issued ITAs in regular invitation rounds.
A set number of the highest-ranked candidates are invited to apply for Canadian permanent residence, through regular draws from the pool. These invitation rounds typically take place every two weeks, and the vast majority involve candidates from all three Express Entry-managed categories.
Eligible candidates for each program are issued a score under Express Entry’s CRS, which awards points for factors such as age, education, skilled work experience, and proficiency in English or French.
While a job offer is not required in order to be eligible under the Express Entry system, the CRS does award additional points to candidates who have one. It is worth noting that the Government of Canada has a processing standard of six months for permanent residence applications, filed through the Express Entry system.
Nigerians trooping to Canada
According to the report, Nigeria was the fifth highest country, that migrated into Canada in the month of July 2020, behind India, China, Philippines, and Pakistan. This is an indication, that Nigerians are taking every opportunity possible to move into other countries of the world, perceived to give better opportunities in terms of education, career growth, sufficient earnings, amongst others.
A recent report published by CEOWorld Magazine, reveals that Canada is the third world’s best country to start a career in 2020, which is why many people around the world would troop in numbers, seeking to migrate to the country, while Nigeria on the other hand ranks bottom four, with the likes of Libya, Syria, and Yemen.