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Published online by Cambridge University Press: 28 July 2009
This article examines some aspects of the Company and Allied Matters Decree, 1990 with a view to showing how they affect business operations and business people. It seeks to show what positive reforms have been introduced by the Decree, in a bid to encourage business operations in Nigeria. In doing that the article will look at the formalities for the incorporation of business concerns (especially companies) and also some of the substantive rules which govern the operation of such companies.
1 No. 1 of 1990 hereinafter referred to as “the Decree”.
2 For example, Ghana and England.
3 The Companies Act of 1968 which was based on the English Companies Act of 1948.
4 See Steinberg v. Scala (Leeds) Ltd. (1923) 2 Ch. 452.
5 See also ss. 2(a)(i), 3(a)(i) and 4(a)(i) of the repealed Companies Act, 1968.
6 Ibid.
7 See also ss. 3(b)(i).
8 Quoted from the Working Papers on The Reform of Nigerian Company Law, Vol. 1, para. 95, 45.Google Scholar
9 Ibid., para. 90, 42.
10 Ibid. See also Bornu Holding & Co. Ltd. & Ors. v. Dipcharima & Ors (1976) 10 N.S.C.C. 39.Google Scholar
11 Ibid.
12 Para. 90, 42, Working Papers on The Reform of Nigerian Company Law cited in n. 8 above.
13 Ibid.
14 Ibid., at 43.
15 Ibid.
16 See ss. 2(a)(ii), 3(a)(ii) and 4(a)(ii).
17 Ashbury Railway Carriage & Iron Co. Ltd. v. Riche (1875) L.R. 7 H.L. 653.Google Scholar
18 See Thompson, , The Ultra Vires Doctrine And The Jenkins Report, (1963) Journal of Business Law 143.Google Scholar
19 Ashbury Railway Carriage & Iron Co. Ltd. v. Riche, above at 667.
20 [1918] A.C. 514.
21 Ibid., at 520.
22 Ibid.
23 See Bakiginga, , “The utility of the ultra vires doctrine in company law: an appraisal of the Anglo-Nigerian position” (1983) A.B.U. Law Journal 110 at 112–117.Google Scholar
24 See for instance: Bell Houses Ltd. v. City Wall Properties Ltd., [1966] 2 Q.B. 656; Cotman v. Brougham (above); Anglo-Overseas Agencies Ltd. v. Green [1961] 1 Q.B. 1.Google Scholar
25 Thompson, op. cit., at 143.
26 Cotman v. Brougham, above.
27 Para. 125, 54, Working Papers, n. 8, above.
28 Ibid., para. 121, at 33.
29 Op. cit., n. 25 above.
30 See also Re Jon Beanfor (London) Ltd., (1953) 1 Ch. 131.
31 For England see the Cohen and Jenkins Committees' Reports discussed by Thompson, op. cit., at 144ff. See also Companies Act, 1985, s. 35. For Canada see the Business Corporation Act, 1975, s. 15.
32 See para. 136, at 58, Working Papers, op. cit.
33 (1866) L.R. 2 C.P. 174.
34 See Osunbor, , “A critique of the subtle distinction in pre-incorporation contracts”, (1985) Vol. 4 Journal of Private & Property Law 9; see also para. 18, at 139 Working Papers, op. cit.Google Scholar
35 (1954) 1 Q.B. 45.Google Scholar See also the Australian case of Black v. Smallwood (1965–1966) A.L.J.R. 405.Google Scholar Also Shenibare v. Mansour (1963) L.L.R.I.
36 See Baxter, Kelner v., above, Transbridge Co. Ltd. v. Survey Int. Ltd. (1986) 4 N.W.L.R. (Pt 37) 576, Caligara v. Giovanni Safori (1961) All N.L.R. 534.Google Scholar
37 Natal Land v. Pauline Syndicate Ltd. (1904) A.C. 120; N.l.P.C. Ltd. & Anor. v. Bank of West Africa Ltd. (1962) 1 All N.L.R. 556.Google Scholar
38 See Shonibare v. Mansour (above); Re English & Colonial Produce Co. Ltd., (1906) 2 Ch. 435.
39 Para. 20, at 140, Working Papers, op. cit.
40 Above.
41 Above.
42 See the English Case of Phonogram v. Lane [1981] 3 All E.R. 182.
