Nigerian
company law is to a large extent, a product of the English company law. The
modern conception of companies and laws relating to and regulating the operation
of companies, as they exist today are alien to the traditional Nigerian
society. What we have today are all parts of our colonial relics. The modern
company law was first introduced to the country by the British colonialists who
as they came attracted their business men and companies to the country.
Further,
successive Nigerian statutes on company law such as: the 1912 Companies
Ordinance, the 1922 Companies Ordinance, the Companies (Amendment) Ordinance
1929; the Companies (Amendment) Ordinance 1941 and 1954; the 1968 Companies Act
and the current Companies and Allied Matters Act Cap C20 Laws of the Federation
of Nigeria, 2004 drew inspiration largely from the applicable principles of
company law in the United Kingdom.
More
specifically, while the 1968 Companies Act was largely predicated on the
English Companies Act 1948, the 1990 Act also drew substantial inspiration from
the English companies Act 1985 and the English Companies (Amendment) Act, 1987.
Nevertheless,
Nigerian company law is not totally a product of the English company law.
Nigeria is today an independent Republic of its own, with a capable legislature
making her laws. In tune with this, our current company law is tailored to meet
the peculiar Nigerian situation. For instance, section 1 of the CAMA has established an indigenous Corporate
Affairs Commission; section 41 of the
CAMA now creates a contract among the company, members and officers of the
company; section 68 of the CAMA has
abolished the English constructive notice rule; section 69 of the CAMA, has reformed the English indoor management
rule; section 72 of the CAMA has
reformed the English common law rules on pre-incorporation contracts; just to
mention but a few.
It is clear from the foregoing that Nigerian company law does not follow the English company law blindly. It adapts the English principles borrowed to local conditions. Besides, English company is only applicable in Nigeria where there is a lacuna in the law and is of persuasive authority.
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