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• Laws of the Federation of Nigeria eBook
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Notes (Annotated)
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• Laws of Bayelsa State of Nigeria eBook
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Nigerian Constitution 1999 eBook (With All Amendments and Notes)
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CONSTITUTION OF THE FEDERAL REPUBLIC OF NIGERIA (PROMULGATION) DECREE 1999
1999 Decree No. 24
[5th May, 1999] Commencement
WHEREAS the Federal Military Government of the Federal Republic of Nigeria in compliance with the Transition to Civil Rule (Political Programme) Decree 1998 has, through the Independent National Electoral Commission, conducted elections to the office of President and Vice-President, Governors and Deputy-Governors, Chairmen and Vice-Chairmen, the National Assembly, the Houses of Assembly and the Local Government Councils;
AND WHEREAS the Federal Military Government in furtherance of its commitment to hand over to a democratically elected civilian administration on 29th May 1999 inaugurated on 11th November 1998, the Constitutional Debate Co-ordinating Committee charged with responsibility to, among other things, pilot the debate on the new Constitution for Nigeria, co-ordinate and collate views and recommendations canvassed by individuals and groups for a new Constitution for Nigeria;
AND WHEREAS the Constitutional Debate Co-ordinating Committee benefited from the receipt of large volumes of memoranda from Nigerians at home and abroad and oral presentations at the public hearings at the debate centres throughout the country and the conclusions arrived thereat and also at various seminars, workshops and conferences organised and was convinced that the general consensus of opinion of Nigerians is the desire to retain the provisions of the Federal Republic of Nigeria with some amendments;
AND WHEREAS the Constitutional Debate Co-ordinating Committee has presented the report of its deliberations of the Provisional Ruling Council;
AND WHEREAS the Provisional Ruling Council has approved the report subject to such amendments as are deemed necessary in the public interest and for the purpose of promoting the security, welfare and good governance and fostering the unity and progress of the people of Nigeria with a view to achieving its objective of handing over an enduring Constitution to the people of Nigeria;
AND WHEREAS, it is necessary in accordance with the programme on transition to civil rule for the Constitution of the federal Republic of Nigeria 1979 after necessary amendments and approval by the Provisional Ruling Council to be promulgated into a new Constitution for the Federal Republic of Nigeria in order to give the same force of law with effect from 29th May 1999:
NOW THEREFORE, THE FEDERAL MILITARY GOVERNMENT hereby decrees as follows:-
Promulgation of the Constitution of the Federal Republic of Nigeria 1999. Schedule.
1. (1) There shall be for Nigeria a Constitution which shall be as set out in the Schedule to this Decree.
(2) The Constitution set out in the Schedule to this Decree shall come into force on 29th May 1999.
(3) Whenever it may hereafter be necessary for the Constitution to be printed it shall be lawful for the Federal Government Printer to omit all parts of this Decree apart from the Schedule and the Constitution as so printed shall have the force of law notwithstanding the omission.
Citation
2. This Decree may be cited as the Constitution of the Federal Republic of Nigeria (Promulgation) Decree 1999.
SCHEDULE section 1(1)
CONSTITUTION OF THE FEDERAL REPUBLIC OF NIGERIA 1999
ARRANGEMENT OF SECTIONS
Section
CHAPTER I
GENERAL PROVISIONS
Part I – Federal Republic of Nigeria
1. Supremacy of the Constitution.
2. The Federal Republic of Nigeria.
3. States of the Federation and the Federal Capital Territory, Abuja.
Part II – Powers of the Federal Republic of Nigeria
4. Legislative powers.
5. Executive powers.
6. Judicial powers.
7. Local government system.
8. New States and boundary adjustment, etc.
9. Mode of altering provisions of the Constitution.
10. Prohibition of State Religion.
11. Public order and public security.
12. Implementation of treaties.
CHAPTER II
FUNDAMENTAL OBJECTIVES AND DIRECTIVE PRINCIPLES OF STATE POLICY
13. Fundamental obligations of the Government.
14. The Government and the people.
15. Political objectives.
16. Economic objectives.
17. Social objectives.
18. Educational objectives.
19. Foreign policy objectives.
20. Environmental objectives.
21. Directive on Nigerian cultures.
22. Obligation of the mass media.
23. National ethics.
24. Duties of the citizen.
CHAPTER III
CITIZENSHIP
25. Citizenship by birth.
26. Citizenship by registration.
27. Citizenship by naturalisation.
28. Dual citizenship.
29. Renunciation of citizenship.
30. Deprivation of citizenship.
31. Persons deemed to be Nigerian citizens.
32. Power to make regulations.
CHAPTER IV
FUNDAMENTAL RIGHTS
33. Right to life.
34. Right to dignity of human person.
35. Right to personal liberty.
36. Right to fair hearing.
37. Right to private and family life.
38. Right to freedom of thought, conscience and religion.
39. Right to freedom of expression and the press.
40. Right to peaceful assembly and association.
41. Right to freedom of movement.
42. Right to freedom from discrimination.
43. Right to acquire and own immovable property anywhere in Nigeria.
44. Compulsory acquisition of property.
45. Restriction on and derogation from fundamental rights.
46. Special jurisdiction of High court and legal aid.
CHAPTER V
THE LEGISLATURE
Part I – National Assembly
A – Composition and staff of National Assembly
47. Establishment of the National Assembly.
48. Composition of the Senate.
49. Composition of the House of Representatives.
50. President of the Senate and Speaker of the House of Representatives.
51. Staff of the National Assembly.
B – Procedure for Summoning and Dissolution of National Assembly
52. Declaration of assets and liabilities; oaths of members.
53. Presiding at sittings of the National Assembly and at joint sittings.
54. Quorum.
55. Languages.
56. Voting.
57. Unqualified person sitting or voting.
58. Mode of exercising federal legislative power: general.
59. Mode of exercising Federal legislative power: money bills.
60. Regulation of procedure.
61. Vacancy or participation of strangers not to invalidate proceedings.
62. Committees.
63. Sittings.
64. Dissolution and issue of proclamations by President.
C – Qualifications for Membership of National Assembly and Right of Attendance
65. Qualifications for election.
66. Disqualifications.
67. Right of attendance of President.
68. Tenure of seat of members.
69. Recall.
70. Remuneration.
D – Elections to National Assembly
71. Senatorial districts and Federal constituencies.
72. Size of Senatorial districts and Federal constituencies.
73. Periodical review of Senatorial districts and Federal constituencies.
74. Time when alteration of Senatorial districts or Federal constituencies takes effect.
75. Ascertainment of population.
76. Time of election to the National Assembly.
7.7. Direct election and franchise.
78. Supervision of election.
79. Power of the National Assembly as to determination of certain questions.
E – Powers and Control over Public Funds
80. Establishment of Consolidated Revenue Fund.
81. Authorisation of expenditure from Consolidated Revenue Fund.
82. Authorisation of expenditure in default of appropriations.
83. Contingencies Fund.
84. Remuneration, etc. of the President and certain other officers.
85. Audit of public accounts.
86. Appointment of Auditor-General.
87. Tenure of office of Auditor-General.
88. Power to conduct investigations.
89. Power as to matters of evidence.
Part II – House of Assembly of a State
A – Composition and Staff of House of Assembly
90. Establishment of House of Assembly for each State.
91. Composition of the House of Assembly.
92. Speaker of House of Assembly.
93. Staff of House of Assembly.
B – Procedure for Summoning and Dissolution of House of Assembly
94. Declaration of assets and liabilities; oaths of members.
95. Presiding at sittings.
96. Quorum.
97. Languages.
98. Voting.
99. Unqualified person sitting or voting.
100. Mode of exercising legislative power of a State.
101. Regulation of procedure.
102. Vacancy or participation of strangers not to invalidate proceedings.
103. Committees.
104. Sittings.
105. Dissolution and issue of proclamation by Governor.
C – Qualification for Membership of House of Assembly and Right of Attendance
106. Qualifications for election.
107. Disqualifications.
108. Right of attendance of Governor.
109. Tenure of seat of members.
110. Recall.
111. Remuneration.
D – Elections to a House of Assembly
112. State constituencies.
113. Size of State constituencies.
114. Periodical review of State constituencies.
115. Time when alteration of State constituencies takes effect.
116. Time of elections to Houses of Assembly.
117. Direct election and franchise.
118. Supervision of election.
119. Power of National Assembly as to determination of certain questions.
E – Power and Control over Public funds
120. Establishment of Consolidated Revenue Fund.
121. Authorisation of expenditure from Consolidated Revenue Fund.
122. Authorisation of expenditure in default of appropriations.
123. Contingencies Fund.
124. Remuneration, etc., of the Governor and certain other officers.
125. Audit of public accounts.
126. Appointment of Auditor-General.
127. Tenure of office of Auditor-General.
128. Power to conduct investigations.
129. Power as to matters of evidence.
CHAPTER VI
THE EXECUTIVE
Part I – Federal Executive
A – The President of the Federation
130. Establishment of the office of President.
131. Qualification for election as President.
132. Election of the President: general.
133. Election: single Presidential candidate.
134. Election: two or more Presidential candidates.
135. Tenure of office of President.
136. Death, etc. of President-elect before oath of office.
137. Disqualifications.
138. President: disqualification from other jobs.
139. Determination of certain questions relating to election.
140. Declaration of assets and liabilities; oaths of President.
141. Establishment of office of Vice-President.
142. Nomination and election of Vice-President.
143. Removal of President from office.
144. Permanent incapacity of President or Vice-President.
145. Acting President during temporary absence of President.
146. Discharge of functions of President.
147. Ministers of Federal Government.
148. Executive responsibilities of Ministers.
149. Declaration of assets and liabilities; oaths of Ministers.
150. Attorney-General of the Federation.
151. Special Advisers.
152. Declaration of assets and liabilities; oath of Special Adviser.
B – Establishment of Certain Federal Executive Bodies
153. Federal Commissions and Councils, etc.
154. Appointment of Chairman and members.
155. Tenure of office of members.
156. Qualification for membership.
157. Removal of members.
158. Independence of certain bodies.
159. Quorum and decisions.
160. Powers and procedure.
161. Interpretation.
C – Public Revenue
162. Distributable pool account.
163. Allocation of other revenue.
164. Federal grants-in-aid of State revenue.
165. Cost of collection of certain duties.
166. Set-off.
167. Sums charged on Consolidated Revenue Fund.
168. Provisions with regard to payments.
D – The Public Service of the Federation
169. Establishment of civil service of the Federation.
170. Federal Civil Service Commission: power to delegate functions.
171. Presidential appointments.
172. Code of Conduct.
173. Protection of pension rights.
174. Public prosecutions.
175. Prerogative of mercy.
Part II – State Executive
A – The Governor of a State
176. Establishment of the office of Governor.
177. Qualification for election as Governor.
178. Election of Governor: general.
179. Election: single candidate and two or more candidates.
180. Tenure of office of Governor.
181. Death, etc, of Governor-elect before oath of office.
182. Disqualifications.
183. Governor; disqualification from other jobs.
184. Determination of certain questions relating to elections.
185. Declaration of assets and liabilities; oaths of office of Governor.
186. Establishment of the office of Deputy Governor.
187. Nomination and election of Deputy Governor.
188. Removal of Governor or Deputy Governor from office.
189. Permanent incapacity of Governor or Deputy Governor.
190. Acting Governor during temporary absence of Governor.
191. Discharge of functions of Governor.
192. Commissioners of State Government.
193. Executive responsibilities of Deputy Governor and Commissioners.
194. Declaration of assets and liabilities; oaths of Commissioners.
195. Attorney-General of a State.
196. Special Advisers.
B – Establishment of Certain State Executive Bodies
197. State Commissions.
198. Appointment of Chairman and members.
199. Tenure of office of members.
200. Qualification for membership.
201. Removal of members.
202. Independence of certain bodies.
203. Quorum and decisions.
204. Powers and procedure.
205. Interpretation.
C – The Public Service of a State
206. Establishment of State civil service.
207. State Civil Service Commission: power of delegation.
208. Appointments by Governor.
209. Code of Conduct.
210. Protection of pension rights.
211. Public prosecutions.
212. Prerogative of mercy.
Part III – Supplemental
A – National Population Census
213. National population census.
B – Nigeria Police Force
214. Establishment of Nigeria Police Force.
215. Appointment of Inspector-General and control of Nigeria Police Force.
216. Delegation of powers to the Inspector-General of Police.
C – Armed Forces of the Federation
217. Establishment and composition of the armed forces of the Federation.
218. Command and operational use.
219. Establishment of body to ensure federal character of armed forces.
220. Compulsory military service.
D – Political Parties
221. Prohibition of political activities by certain associations.
222. Restriction on formation of political parties.
223. Constitution and rules of political parties.
224. Aims and objects.
225. Finances of political parties.
226. Annual report on finances.
227. Prohibition of quasi-military organisations.
228. Powers of the National Assembly with respect to political parties.
229. Interpretation.
CHAPTER VII
THE JUDICATURE
Part I – Federal Courts
A – The Supreme Court of Nigeria
230. Establishment of the Supreme Court of Nigeria.
231. Appointment of Chief Justice of Nigeria and Justices of the Supreme Court.
232. Original jurisdiction.
233. Appellate jurisdiction.
234. Constitution.
235. Finality of determinations.
236. Practice and procedure.
B – The Court of Appeal
237. Establishment of Court of Appeal.
238. Appointment of President and Justices of the Court of Appeal.
239. Original jurisdiction.
240. Appellate jurisdiction.
241. Appeals as of right from the Federal High Court or a High Court.
242. Appeals with leave.
243. Exercise of right of appeal from the Federal High Court or a High Court in civil and criminal matters.
244. Appeals from Sharia Court of Appeal.
245. Appeals from Customary Court of Appeal.
246. Appeals from Code of Conduct Tribunal and other courts and tribunals
247. Constitution.
248. Practice and procedure.
C – The Federal High Court
249. Establishment of the Federal High Court.
250. Appointment of Chief Judge and Judges of the Federal High Court.
251. Jurisdiction.
252. Powers.
253. Constitution.
254. Practice and procedure.
D – The High Court of the Federal Capital Territory, Abuja
255. Establishment of the High Court of the Federal Capital Territory, Abuja.
256. Appointment of Chief Judge and Judges of High Court of the Federal Capital Territory, Abuja.
257. Jurisdiction.
258. Constitution.
259. Practice and procedure.
E – The Sharia Court of Appeal of the Federal Capital Territory, Abuja
260. Establishment of the Sharia Court of Appeal of the Federal Capital Territory, Abuja.
261. Appointment of Grand Kadi and Kadis of the Sharia Court of Appeal of the Federal Capital Territory. Abuja.
262. Jurisdiction.
263. Constitution.
264. Practice and procedure.
F – The Customary Court of Appeal of the Federal Capital Territory, Abuja.
265. Establishment of the Customary Court of Appeal of the Federal Capital Territory, Abuja.
266. Appointment of President and Judges of the Customary Court of Appeal of the Federal Capital Territory, Abuja.
267. Jurisdiction.
268. Constitution.
269. Practice and procedure
Part II – State Courts
A – High Court of a State
270. Establishment of a High Court for each State.
271. Appointment of Chief Judge and Judges of the High Court of a State.
272. Jurisdiction: general.
273. Constitution.
274. Practice and procedure.
B – Sharia Court of Appeal of a State
275. Establishment of Sharia Court of Appeal.
276. Appointment of Grand Kadi and Kadis of the Sharia Court of Appeal of a State.
277. Jurisdiction.
278. Constitution.
279. Practice and procedure.
C – Customary Court of Appeal of a State
280. Establishment of Customary Court of Appeal.
281. Appointment of President and Judges of the Customary Court of Appeal of a State.
282. Jurisdiction.
283. Constitution.
284. Practice and procedure.
Part III – Election Tribunals
285. Establishment and Jurisdiction of election tribunals.
Part IV – Supplemental
286. Jurisdiction of State courts in respect of Federal causes.
287. Enforcement of decisions.
288. Appointment of persons learned in Islamic personal law and Customary law.
289. Disqualification of certain legal practitioners.
290. Declaration of assets and liabilities: oaths of judicial officers.
291. Tenure of office and pension rights of judicial officers.
292. Removal of other judicial officers from office.
293. Vacancies.
294. Determination of causes and matters.
295. Reference of questions of law.
296. Interpretation.
CHAPTER VIII
FEDERAL CAPITAL TERRITORY, ABUJA AND GENERAL SUPPLEMENTARY PROVISIONS
Part I – Federal Capital Territory, Abuja
297. Federal Capital Territory. Abuja: ownership of lands.
298. Capital of the Federation.
299. Application of Constitution.
300. Representation, in the-National Assembly.
301. Adaptation of certain references.
302. Minister of Federal Capital Territory. Abuja.
303. Administration of the Federal Capital Territory. Abuja.
304. Establishment of the Judicial Service Committee of the Federal Capital Territory, Abuja.
Part II – Miscellaneous Provisions
305. Procedure for proclamation of state of emergency.
306. Resignations.
307. Restriction certain citizens.
308. Restriction on legal proceedings.
Part III – Transitional Provisions and Savings
309. Citizenship.
310. Staff of legislative houses.
311. Standing Orders.
312. Special provisions in respect of first election.
313. System of revenue allocation.
314. Debts.
315. Existing law.
316. Existing offices, courts and authorities.
317. Succession to property, rights, liabilities and obligations.
Part IV – Interpretation, Citation and Commencement
318. Interpretation.
319. Citation.
320. Commencement.
SCHEDULES
First Schedule:
Part I – States of the Federation
Part II – Definition and Area Councils of Federal Capital Territory, Abuja
Second Schedule:
Part I – Exclusive Legislative List
Part II – Concurrent Legislative List
Part III – Supplemental and Interpretation
Third Schedule:
Part I – Federal Executive Bodies
Part II – State Executive Bodies
Part III – Federal Capital Territory, Abuja Executive Body
Fourth Schedule: Functions of a Local Government Council
Fifth Schedule:
Part I – Code of Conduct for Public Officers
Part II – Public Officers for the Purposes of the Code of Conduct
Sixth Schedule: Election Tribunals
Seventh Schedule: Oaths
CONSTITUTION OF THE FEDERAL REPUBLIC OF NIGERIA 1999
WE THE PEOPLE of the Federal Republic of Nigeria:
HAVING firmly and solemnly resolved:
TO LIVE in unity and harmony as one indivisible and indissoluble Sovereign Nation under God dedicated to the promotion of inter-African solidarity, world peace, international co-operation and understanding:
AND TO PROVIDE for a Constitution for the purpose of promoting the good government and welfare of all persons in our country on the principles of Freedom, Equality and Justice, and for the purpose of consolidating the Unity of our people:
DO HEREBY MAKE, ENACT AND GIVE TO OURSELVES the following Constitution:
CHAPTER I
GENERAL PROVISIONS
PART I
Federal Republic of Nigeria
Supremacy of the Constitution
1. (1) This Constitution is supreme and its provisions shall have binding force on all authorities and persons throughout the Federal Republic of Nigeria.
(2) The Federal Republic of Nigeria shall not be governed, nor shall any person or group of persons take control of the Government of Nigeria or any part thereof, except in accordance with the provisions of this Constitution.
(3) If any other law is inconsistent with the provisions of this Constitution, this Constitution shall prevail, and that other law shall to the extent of the inconsistency be void.
The Federal Republic of Nigeria
2. (1) Nigeria is one indivisible and indissoluble Sovereign State to be known by the name of the Federal Republic of Nigeria.
(2) Nigeria shall be a Federation consisting of States and a Federal Capital Territory.
States of the Federation and the Federal Capital Territory, Abuja
3. (1) There shall be thirty-six States in Nigeria, that is to say, Abia, Adamawa, Akwa Ibom, Anambra, Bauchi, Bayelsa, Benue, Borno, Cross River, Delta, Ebonyi, Edo, Ekiti, Enugu, Gombe, Imo, Jigawa, Kaduna, Kano, Katsina, Kabbi, Kogi, Kwara, Lagos, Nasarawa, Niger, Ogun, Ondo, Osun, Oyo, Plateau, Rivers, Sokoto, Taraba, Yobe and Zamfara.
Part I First Schedule
(2) Each State of Nigeria named in the first column of Part I of the First Schedule to this Constitution shall consist of the area shown opposite thereto in the second column of that Schedule.
Part I First Schedule
(3) The headquarters of the Government of each State shall be known as the Capital City of that State as shown in the third column of the said Part I of the First Schedule opposite the State named in the first column thereof.
Part II First Schedule
(4) The Federal Capital Territory, Abuja shall be as defined in Part II of the First Schedule to this Constitution.
(5) The provisions of this Constitution in Part I of Chapter VIII hereof shall, in relation to the Federal Capital Territory, Abuja, have effect in the manner set out thereunder.
Part I and II First Schedule
(6) There shall be seven hundred and sixty-eight local government areas in Nigeria as shown in the second column of Part I of the First Schedule to this Constitution and six area councils as shown in Part II of that Schedule.
.....................................
NOTE: This Constitution has 320 Sections, all which shall be published in our forthcoming eBook.
Laws of Rivers State of Nigeria: An Encyclopaedic Guide (2011)
• You can read this eBook on your mobile phone, BlackBerry, Amazon Kindle, iPad, iPhone, other eReaders, PDAs (mobile devices), and your computer. It is available for immediate download on Amazon websites worldwide: Amazon.com, Amazon.co.uk, Amazon.de, etc.
• It is updated from time to time to reflect changes in the Law - simply re-download updated eBook free of charge.
• Paper edition is also available.
Product description as it appears on Amazon websites (US, United Kingdom, Germany, Canada, France, etc):
Product Description
Rivers State was created out of the former Eastern Nigeria on 27 May 1967 by virtue of the States (Creation and Transitional Provisions) Decree No. 14 of 1967, and inherited Eastern Nigeria legislation in accordance with section 1(5) of the said Decree. Consequently, legislation applicable to Rivers State as at 27 May 1967 consisted of the Laws contained in The Revised Edition of The Laws of Eastern Nigeria 1963 and those enacted between 1963 and 1967. Thereafter, Edicts were promulgated by the successive Military Governors of Rivers State between 1968 and 28 May 1999, interspersed with brief periods of democratic Government that enacted Laws.
The first and only revision of the Laws of Rivers State of Nigeria was published as The Laws of Rivers State of Nigeria 1999 containing legislation still in force at that time. It should be noted that by virtue of section 3 of the Revised Edition (Laws of Rivers State of Nigeria) Law 1991, there may be Laws which, although omitted in The Laws of Rivers State of Nigeria 1999, still have the force of law, just like those included in it. Unfortunately, there is an operational disconnect between the enactment of legislation and their publication in the official form either in the Official Gazette or in bound annual volumes as required by law. Consequently, it becomes a Herculean task to search for every piece of legislation which may be hidden in volumes of files containing signed copies or among thousands of copies of the Official Gazette littered in several locations! Herein lies one aspect of the indispensability of this book, the first edition of which was published in 1994. Without this book, even lawyers may not be aware of some of the existing Laws.
This eBook shall be updated from time to time (throughout a particular year) to reflect changing developments in the Laws of Rivers State of Nigeria. Therefore, readers should remember to check for updates and re-download the latest version from their account free of charge. New editions shall be published yearly in this eBook format. The Laws of the Federation of Nigeria eBook, Nigerian Constitution eBook, Nigerian Law of Evidence eBook (containing full text of the Nigerian Evidence Act 2011), and Nigerian Company Law eBook (containing full text of the Nigerian Companies and Allied Matters Act 1990 with all amendments) shall be available soon in general eBook format and Amazon Kindle eBook format. More resources on Nigerian law are available on the companion Nigerian Law Resources website (www.nigerianlawresources.com).
Table of Contents:
1. Updates and Editions Information
2. Comments on this Book
3. Abbreviations and Guide Notes
4. Acknowledgments
5. About the Author
6. Introduction
7. Part 1: Chronological Table of Laws of Rivers State of Nigeria (Laws of Eastern Nigeria 1963 – 2011 Rivers State Laws)
8. Part 2: Alphabetical Table of Laws of Rivers State of Nigeria (Laws of Eastern Nigeria 1963 – 2011 Rivers State Laws)
9. Part 3: Laws of Rivers State of Nigeria (Laws of Eastern Nigeria 1963 – 1998 Rivers State Laws) with Notes
10. Part 4: Laws of Rivers State of Nigeria 1999 (Revised Statute Book) and Laws made thereafter (1999 - 2011) with Notes
11. Chapters of the Laws of Rivers State of Nigeria 1999
12. Appendices
The Author
The author, Leesi Ebenezer Mitee, holds a Master of Laws (LLM) degree of the University of Huddersfield (United Kingdom). He is a Barrister & Solicitor of the Supreme Court of Nigeria, lecturer, and former Law Research Consultant to the United Nations Development Programme (UNDP) on the Capacity Development for Social Reconciliation Project that provided the juridical foundation of the West Africa Moratorium on Small Arms (light weapons) in 1998. He became a Law Research Consultant to the Rivers State of Nigeria Government in 1994 based on his expertise in the Laws of Rivers State, as evidenced by the first edition of this book.
Product details
Format: Kindle Edition
File Size: 489 KB
Publisher: Worldwwide Business Resources, United Kingdom; 2 edition (24 Sep 2011)
Sold by: Amazon Media EU S.à r.l.
Language English
ASIN: B005O052TA
The gateway to Nigerian Law, Nigerian Law eBooks, Nigerian Legislation, Nigerian Constitution, Nigerian Law Firms & Lawyers, Nigerian Law Forum, Nigerian Legal Education, Nigerian Legal System, Nigerian Judiciary, Nigerian Legislature, Nigerian Law Dissertations and Theses, Nigerian Human Rights Law, Nigerian Law Research & Consultancy, Nigerian Law Conferences, Seminars, Workshops, Nigerian Law Watch, and Nigerian Law News
Nigerian Company Law eBook: Full Text of Companies and Allied Matters Act
Nigerian Company Law eBook: Full Text of Nigerian Companies and Allied Matters Act 1990 Annotated
The Nigerian Companies and Allied Matters Act 1990 (Chapter C20 of the Laws of the Federation of Nigeria 2004) is an Act to Establish the Corporate Affairs Commission, provide for the incorporation of companies and incidental matters, registration of business names and the incorporation of trustees of certain committees, bodies and associations.
Like our Laws of Rivers State of Nigeria eBook, our forthcoming book, Nigerian Company Law eBook: Full Text of Nigerian Companies and Allied Matters Act 1990 Annotated, will be available in general eBook format which you can read on your mobile phone, blackberry, iPhone, iPad, other PDAs and on the computer, and also in Amazon Kindle eBook format.
This is an indispensable legal resource for legal practitioners, students who study Nigerian company law, companies and other businesses, and not-for-profit organisations for purposes of easy on-the-move reference. Watch out for availability of this unique eBook. If you would want us to specially notify you when it is available, please click here.
Companies and Allied Matters Act 1990 No. 1
(Chapter C20 of the Laws of the Federation of Nigeria 2004)
Sections 1 - 26
Commencement: 2 January 1990
An Act to establish the Corporate Affairs Commission, provide for the incorporation of companies and incidental matters, registration of business names and the incorporation of trustees of certain communities, bodies and associations.
Part A
Companies
Part I
Corporate Affairs commission
1. (1) There is hereby established under this Decree, a body to be known as the Corporate Affairs Commission (in this Decree referred to as "the Commission").
(2) The Commission shall be-
(a) a body corporate with perpetual succession and a common seal;
(b) capable of suing and being sued in its corporate name; and
(c) capable of acquiring, holding or disposing of any property, movable or immovable, for the purpose of carrying out its functions.
(3) The headquarters of the Commission shall be situated in the Federal Capital Territory, Abuja, and there shall be established an office of the Commission in each State of the Federation.
2. The Commission shall consist of the following members, that is-
(a) a chairman who shall be appointed by the President, Commander-in Chief of the Armed Forces on the recommendation of the Minister, being a person who by reason of his ability, experience or specialised knowledge of corporate, industrial, commercial, financial or economic matters or of business or professional attainments would in his opinion be capable of making outstanding contributions to the work of the Commission;
(b) one representative of the business community, appointed by the Minister on the recommendation of the Nigerian Association of Chambers of Commerce, Industries, Mines and Agriculture;
(c) one representative of the legal profession, appointed by the Minister on the recommendation of the Nigerian Bar Association;
(d) one representative of the accountancy profession, appointed by the Minister on the recommendation of the Institute of Chartered Accountants of Nigeria
(e) one representative of the Manufacturers Association of Nigeria, appointed by the Minister on the recommendation of the Association;
(f) one representative of the Securities and Exchange Commission not below the grade of a Director or its equivalent;
(g) one representative of each of the following Federal Ministries, that is-
(i) Trade and Tourisms,
(ii) Finance and Economic Development,
(iii) Justice,
(iv) Industry and Technology; and
(h) the Registrar-General of the Commission.
3. (1) Subject to the provisions of subsection (2) of this section, a person appointed as a member of the Commission (not being an ex-officio member) shall hold office for three years and shall be eligible for re-appointment for one further term of two years.
(2) The minister may, with the approval of the President, Commander-in Chief of the Armed Forces at any time remove any member of the Commission from office if the Minister is of the opinion that it is not in the interest of the Commission for the member to continue in office and shall notify the member in writing to that effect.
(3) The members of the Commission except the Registrar-General shall be part-time members of the Commission.
(4) Any member of the Commission shall cease to hold office if-
(a) he becomes of unsound mind or is incapable of carrying out his duties;
(b) he becomes bankrupt or has made arrangement with his creditors;
(c) he is convicted of felony or any offence involving dishonesty;
(d) he is guilty of serious misconduct relating to his duties; or
(e) in the case of a person possessed of professional qualifications, he is disqualified or suspended (other than at his own request) from practising his profession in any part of Nigeria by the order of any competent authority made in respect of him personally.
4. Members of the Commission appointed under section 2 (a), (b), (c), (d), (e), (f), (g), and (h) shall be paid such remuneration and allowances as the President, Commander-in-Chief of the Armed Forces may, from time to time, direct.
5. (1) Subject to this section and section 26 of the Interpretation Act 1964, the Commission may make standing orders regulating its proceedings.
(2) The Chairman shall preside at every meeting of the Commission but, in his absence, the members present shall elect one of their number present to preside at the meeting.
(3) The quorum for meetings of the Commission shall be five7
(4) The Commission may appoint any of its officers to act as Secretary at any of its meetings.
6. (1) A member of the Commission who is directly interested in any company or enterprise, the affairs of which are being deliberated upon by the Commission, or is interested in any contract made or proposed to be made by the Commission shall, as soon as possible after the relevant facts have come to his knowledge, disclose the nature of his interest at a meeting of the Commission.
(2) A disclosure, under subsection (1) of this section, shall be recorded in the minutes of the Commission, and the member shall-
(a) not take part after such disclosure in any deliberation or decision of the Commission with regard to the subject matter in respect of which his interest is thus disclosed;
(b) be excluded for the purpose of constituting a quorum of the Commission for any such deliberation or decision.
7. (1) The functions of the Commission shall be to-
(a) subject to section 541 of this Act, administer this Act including the regulation and supervision of the formation, incorporation, registration, management, and winding-up of companies under or pursuant of this Act;
(b) establish and maintain a companies registry and offices in all the States of the Federation suitably and adequately equipped to discharge its functions under this Act or any other law in respect of which it is charged with responsibility;
(c) arrange or conduct an investigation into the affairs of any company where the interest of the shareholders and the public so demand;
(d) perform such other functions as may be specified by any law or enactment; and
(e) undertake such other activities as are necessary or expedient for giving full effect to the provisions of this Act.
(2) Nothing in this section shall effect the powers, duties or jurisdiction of the Securities and Exchange Commission under the Securities and Exchange Commission Act.
8. (1) There shall be appointed by the Commission, a Registrar-General who shall be qualified to practice as a legal practitioner in Nigeria and has been so qualified for not less than 10 years and in addition, has had experience in company law practice or administration for not less than eight years.
(2) The Registrar-General shall be the chief executive of the Commission and shall be subject to the directives of the Commission and shall hold office on such terms and conditions as may be specified in his letter of appointment and on such other terms and conditions as may be determined from time to time, by the Commission with the approval of the National Council of Ministers.
(3) The Registrar-General shall be the accounting officer for the purpose of controlling and disbursing amounts from the fund established pursuant to section 12 of this Act.
9. The Commission may appoint such other staff as it may deem necessary for the efficient performance of the functions of the Commissions under or pursuant to this Act.
10. Notwithstanding the provisions of any enactment to the contrary, a person appointed to the office or Registrar-General under section 8 of this Act or a person appointed under section 9 of this Act who is a legal practitioner shall, while so appointed, be entitled to represent the Commission as a legal practitioner for the purpose and in the course of his employment.
11. Service in the Commission shall be approved service for the purpose of the Pensions Act and accordingly, officers and other persons employed in the Commission shall in respect of their service in the Commission be entitled to pensions, gratuities and other retirement benefits enjoyed by persons holding equivalent grades int he public service of the Federation, so however that nothing in this Act shall prevent the appointment of a person to any office on terms which preclude the grant of a pension and gratuity in respect of that office.
12. The Commission shall establish a fund which shall consist of such sums as may be allocated to it by the Federal Government and such other funds as may accrue to it in the discharge of its functions.
13. The Commission may, from time to time, apply the proceeds of the fund established in pursuance of section 12 of this Act-
(a) to the cost of administration of the Commission;
(b) for re-imbursing members of the Commission or any committee set up by the Commission for such expenses as may be authorised or approved by the Commission, in accordance with the rate approved in that behalf by the National Council of Ministers;
(c) to the payment of salaries, fees or other remuneration or allowances, pensions and gratuities payable to the employees of the Commission;
(d) for the maintenance of any property acquired or vested in the Commission; and
(e) for, and in connection with, all or any of the functions of the Commission under this Act.
14. (1) The Commission shall keep proper accounts and proper records in relation thereto and shall prepare in respect or each year a statement of accounts in such form as the National Council of Ministers may direct.
(2) The accounts of the Commission shall be audited not later than six months after the end of the year by auditors appointed by the Commission from the list and in accordance with guidelines supplied by the Auditor-General of the Federation, and the fees of the auditors and the expenses of the audit generally shall be paid from the funds of the Commission.
(3) The Commission shall cause to be prepared, not later than 30th September in each year, an estimate or the expenditure and income or the Commission during the next succeeding year and when prepared they shall be submitted through the Minister for approval by the National Council of Ministers.
15. The Commission shall, not later than 30th June in each year, submit to the National Council of Ministers, a report on the activities of the Commission during the immediately preceding year and shall include in such report, the audited accounts of the Commission.
16. The Minister may, with the approval or the National Council of Ministers, make regulations generally for the purpose of this Act and in particular, without prejudice to the generality of the foregoing provisions, make regulations-
(a) prescribing the forms and returns and other information required under this Part, that is, Part A of this Act;
(b) requiring returns to be made within the period specified therein by any company or enterprise to which this Part, that is, Part A of this Act applies; and
(d) prescribing any fees payable under this Part, that is, Part A of this Act.
17. In this Part of this Act-
"Chairman" means the Chairman of the Commission; and "member" means any member of the Commission, including the Chairman.
Part II
Incorporation of companies and incidental matters
Chapter I
Formation of Company
18. As from the commencement of this Act, any two or more persons may form and incorporate a company by complying with the requirements of this Act in respect of registration of such company.
19. (1) No company, association, or partnership consisting of more than twenty persons shall be formed for the purpose of carrying on any business for profit or gain by the company, association, or partnership, or by the individual members thereof, unless it is registered as a company under this Act, or is formed in pursuance of some other enactment in force in Nigeria.
(2) Nothing in this section shall apply to-
(a) any co-operative society registered under the provisions of any enactment in force in Nigeria; or
(b) any partnership for the purpose of carrying on practice-
(i) as legal practitioners, by persons each of whom is a legal practitioner; or
(ii) as accountants, by persons each of whom is entitled by law to practice as an accountant.
(3) If at any time the number of members of a company, association or partnership exceeds twenty in contravention of this section and it carries on business for more than fourteen days while the contravention continues, every person who is a member of the company, association or partnership during the time that is so carries on business after those fourteen days shall be guilty of an offence and liable on conviction to a fine of 25 for every day during which the default continues.
20. (1) Subject to subsection (2) of this section, an individual shall not join in the formation of a company under this Act if-
(a) he is less than eighteen years of age; or
(b) he is of unsound mind and has been so found by a court in Nigeria or elsewhere; or
(c) he is an undischarged bankrupt; or
(d) he is disqualified under section 254 of this Act from being a director of a company.
(2) A person shall not be disqualified under paragraph (a) of subsection (1) of this section, if two other persons not disqualified under that subsection have subscribed to the memorandum.
(3) A body corporate in liquidation shall not join in the formation of a company under this Act.
(4) Subject to the provisions of any enactment regulating the rights and capacity of aliens to undertake or participate in trade or business, an alien or a foreign company may join in forming a company.
21. (1) An incorporated company may be either a company-
(a) having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them (in this Act referred to as "a company limited by shares"); or
(b) having the liability of its members limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up (in this Act referred to as "a company limited by guarantee") or
(c) not having any limit on the liability of its members (in this Act referred to as "an unlimited company").
(2) A company of any of the foregoing types may either be a private company or a public company.
22. (1) A private company is one which is stated in its memorandum to be a private company.
(2) Every private company shall by its articles restrict the transfer of its shares.
(3) The total number of members of a private company shall not exceed fifty, not including persons who are bona fide in the employment of the company, or were while in that employment and have continued after the determination of that employment to be, members of the company.
(4) Where two or more persons hold one or more shares in a company jointly, they shall for the purpose of subsection (3) of this section, be treated as a single member.
(5) A private company shall not, unless authorised by law invite the public to-
(a) subscribe for any shares or debentures of the company;
(b) deposit money for fixed periods or payable at call, whether or not bearing interest.
23. (1) Subject to subsection (2) of this section, where default is made in complying with any of the provisions of section 22 of this Act in respect of a private company, the company shall cease to be entitled to the privileges and exemptions conferred on private companies by or under this Act and this Act shall apply to the company as if it were not a private company.
(2) If a court, on the application of the company or any other person interested, is satisfied that the failure to comply with the provisions of section 22 of this Act was accidental or due to inadvertence or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, the court may, on such terms and conditions as may seem to it to be just and expedient, order that the company be relieved from the consequences mentioned in subsection (1) of this section.
24. Any company other than a private company shall be a public company and its memorandum shall state that it is a public company.
25. As from the commencement of this Act, an unlimited company shall be registered with a share capital; and where an existing unlimited company is not registered with a share capital, it shall, not later than the appointed day, alter its memorandum so that it becomes an unlimited company having a share capital not below the minimum share capital permitted under section 99 of this Act.
26. (1) Where a company is to be formed for promoting commerce, art, science, religion, sports, culture, education, research, charity or other similar objects, and the income and property of the company are to be applied solely towards the promotion of its objects and on portion thereof is to be paid or transferred directly or indirectly to the members of the company except as permitted by this Act, the company shall not be registered as a company limited by shares, but may be registered as a company limited guarantee.
(2) As from the commencement of this Act, a company limited by guarantee shall not be registered with a share capital; and every existing company limited by guarantee and having share capital shall, not later than the appointed day, alter its memorandum so that it becomes a company limited by guarantee and not having a share capital.
(3) In the case of a company limited by guarantee, every provision in the memorandum or articles or in any resolution of the company purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member or purporting to divide the company's undertaking into shares or interests shall be void.
(4) A company limited by guarantee shall not be incorporated with the object of carrying on business for the purpose of making profits for distribution to members.
(5) The memorandum of a company limited by guarantee shall not be registered without the authority of the Attorney General of the Federation.
(6) If any company limited by guarantee carries on business for the purpose of distributing profits, all officers and members thereof who are cognizant of the fact that it is so carrying on business shall be jointly and severally liable for the payment and discharge of all the debts and liabilities or the company incurred in carrying on such business, and the company and every such officer and member shall be guilty of an offence and liable on conviction to a fine not exceeding 100 for every day during which it carries on such business.
(7) The total liability of the members of a company limited by guarantee to contribute to the assets of the company in the event of its being wound up shall not at any time be less than 10,000.
(8) Subject to compliance with subsection (5) of this section, the articles of association of a company limited by guarantee may provide that members can retire or be excluded from membership of the company.
(9) If, in breach of subsection (5) of this section, the total liability of the members of any company limited by guarantee shall at any time be less than 10,000, every director and member of the company who is cognizant of the breach shall be guilty of an offence and liable on conviction to a fine or 50 for every day during which the default continues.
(10) If, upon the winding-up of a company limited by guarantee, there remains after the discharge of all its debts and liabilities any property of the company, the same shall not be distributed among the members but shall be transferred to some other company limited by guarantee having objects similar to the objects of the company or applied to some charitable object and such other company or charity shall be determined by the members prior to the dissolution of the company.