PROMOTION OF COMPANIES AND PRE-INCORPORATION CONTRACTS PROMOTERS

Promotion activities deals with Promoters of a company. This can be found under section 61 of CAMA.

The idea of forming a company is usually conceived by a person or group of persons who in furtherance of this idea, will begin to take necessary steps to incorporate the company. For example, they may have to source for funds, find directors, acquire properties, prepare the prospectus and may also have to pay for the printing and all other expenses incidental in bringing the company into the world.  The law regard such persons as promoters of the company. 

The provisions of section 61 of CAMA provides thus:

“Any person who undertakes to take part in forming a company with reference to a given project and to set it going and who takes the necessary steps to accomplish that purpose, or who, with regard to a proposed or newly formed company, undertakes a part in raising capital for it, shall, prima facie be deemed a promoter of the company:

Provided that a person acting in a professional capacity for persons engaged in procuring the formation of the company shall not thereby be deemed to be a promoter.”

What this proviso means is that a solicitor or valuer does not become a promoter merely by acting in a professional capacity to a promoter. The only exception is where a solicitor negotiates property for the proposed company at a profit. In Twycross v. Grant (1877) 2 CPD 469 at 541, Cockburn C.J said that:

In “a promoter is one who undertakes to form a company with reference to a given project and to set it going and who takes the necessary steps to accomplish that purpose.  They framed the scheme; they not only provisionally formed the company but also were to the end its creators. They found the directors and qualified them. They prepared the prospectus, they paid for the printing and advertise the undertaking before the world….”

Adeniji v. Starcola Ltd. (1972) 1 SC 202, Kazeem J. described a promoter as:

“Any person who undertakes to take part in forming a company or who with regard to a proposed or newly formed company undertakes a part in raising capital for it is prima facie a promoter of the company provided he is not acting in his professional capacity.”

It should be noted that a promoter is also someone who instructs a solicitor to prepare a Memorandum and Articles of Association and register a company for him. In Spicer (Keith) Ltd. v. Mansell (1970) 1 WLR 333, the Court held that a person who purchased a property expressly as trustee for an intended company would by so doing be deemed a promoter.

A person may become a promoter of a company even after registration of a company.  For example, if he had assisted in procuring capital for the company to pay promotion expenses when the company was newly formed. 

It should be noted also that an existing company may be a promoter for another new company.

However, a solicitor who prepared the Articles and Memorandum of Association and registered a company for his client who paid him (the solicitor) his professional fees is not a promoter. In RE: Great Wheal Poolgooth Ltd (1883) 53 LJ CH 42, the Court said inter alia that a solicitor who drafts the Memorandum and Articles of Association in line with the promoters instructions and the accountant who values the assets of a business to be purchased are only giving expert or professional assistance to the promoters and will be paid for their services; they are not promoters.

If, however, the solicitor and accountant did more by way of helping his client to obtain directors for the company, they would be regarded as promoters. The law looks at the facts in determining whether or not a person is a promoter.  In the case of GLUCKSTEIN V. BARNES (1900) AC 240 the court held that a person who purchased property for his own use and later decided to form a company to acquire the property became a promoter only from the time when he took steps to form the company.

A promoter cannot be regarded as an agent or trustee of a company but he occupies a fiduciary relationship with the company – Garba v. Sheba International (Nigeria) Ltd. [2002] 1NWLR (Pt.748) 372 at 401.

It should be noted that a person becomes a promoter from the very moment he begins to take part in forming a company or in setting it going.

CONTRACTS OF PROMOTERS

In contrast to the Common law rule, Section 72 of CAMA provides that a contract or other transaction purporting to be entered into by the company or by any person on behalf of the company prior to its formation may be ratified by the company after its formation and thereupon the company shall become bound by and entitled to the benefit thereof as if it has been in existence at the date of such contract or other transaction and had been a party thereto.

Section 72(2) of CAMA provides that:

“Prior to ratification by the company, the person who purported to act in the name of or on behalf of the company shall, in the absence of express agreement to the contrary, be personally bound by the contract or other transaction and be entitled to the benefit thereof.”

DUTIES AND LIABILITIES OF PROMOTERS

Because promoters stand in advantage position as against the company, the law imposes a duty on promoters. Lord Cairns said in Erlanger v. New Sombrero Phosphate Company (1878) 3 AC 1218 at 1236 that:

“Promoters have in their hands the creation and moulding of the company.  They have the power of defining how and when and in what shape and under what supervision it shall start into existence and begin to act as a trading corporation”.

1)      Duty of fiduciary relationship – The promoter stands in a fiduciary relationship to the company and must observe utmost good faith in transaction entered on behalf of the company. Section 62(1) of CAMA provides that a promoter stands in a fiduciary position to the company and shall observe the utmost good faith towards the company in any transaction with it or on its behalf and shall compensate the company for any loss suffered by reason of his failure so to do.

2)      Duty of accountability – The promoter must account for any profit made from the use of information on property acquired in the course of his duty to the company. Section 62(2) of CAMA provides that a promoter who acquired any property or information in circumstances in which it was his duty as a fiduciary to acquire it on behalf of the company shall account to the company for such property and for any profit which he may have made from the use of such property or information. In Jubilee Cotton Mills v. Lewis (1924) AC 958, it was held that a promoter who received, by way of a secret reward for his part in promoting a company, an allotment of shares which had been allotted before a statement in lieu of prospectus, which was then required by law, has been filed was liable to account for the profit made on the resale of the shares.

The transaction between the promoter and the company can be rescinded by the company except where after full disclosure by the promoter, such transaction is ratified on behalf of the company by either an independent Board of directors (that is, independent of the promoter) or at a General Meeting at which such promoter cannot vote – section 62(3) of CAMA. In ERLANGER’s case (supra), a syndicate of which he was the head, purchased an island in the West Indies said to contain valuable mines of phosphate for 55,000 pounds. He formed a company to buy this island and a contract was made between “X”, a nominee of the syndicate, and the company for its purchase at 110,000 pounds. It was held that there had been no disclosure by the promoters of the profit they were making. Therefore, the company was entitled to rescind the contract and recover the purchase money from him and other members of the syndicate.

LIMITATION PERIOD

There is no limitation period for company to sue promoter under this section but the court may give relief from liability to the promoter if it deems it equitable to do so – section 62(4) of CAMA.

REMEDIES FOR BREACH OF DUTIES

Basically, there are three major remedies:

1.      The company may sue the promoter for damages for breach of his fiduciary obligation to the company – Re: Leeds And Hanley Theatre Of Varieties Ltd (1902) 2 CH 809.

2.      The company may rescind the contract and recover the purchase money paid where the promoter sold his own property to the company.  In Erlanger v. New Sombrero Phosphate Ltd. (supra), the Court held that the law requires the promoter to disclose such fact before he can be relieved of any liability for failure to disclose. Where he discloses such facts, it will no longer be regarded as secret profit and he may be allowed to keep it.  Disclosure must be made to:

(a)    The Board of Directors who must be independent of the control of the promoters; or

(b)   Where no such Board exists then disclosure must be made to the shareholders either in a General Meeting or in a circular or prospectus issued by the promoters on behalf of the company.

3.      The promoter may be compelled by the company to account for any profit he made – Gluckstein v. Barnes (supra).

REMUNERATION OF PROMOTERS

The services of promoters are very peculiar, and a great skill, energy and ingenuity may be required and employed in the promotion exercise. Though, a promoter has no right against the company to payment for his promotion services and expenses unless there is a valid contract for him to do so – Re English and Colonial Produce Company (1906) 2 CH. 435 CA. And, since pre-incorporation contracts are not binding on, or enforceable by, or against the company, it may be difficult for promoters to have an enforceable contractual right to remuneration for their services and indemnify for their expenses. In Re National Motor Mail Coach Co.Ltd., Clinton’s Claim (1906) 2 Ch 515 CA , it was held that the promoters were not entitled to prove or recover the expenses they incurred in incorporating the company. This difficulty is more real in theory than in practice because recovery of preliminary expenses and remuneration does not present much difficulty. Usually, the Articles of Association will contain a provision authorising the directors to pay them though it does not go to the extent of constituting a contract between the company and the promoter(s).

The reward of a promoter may take many forms. He may purchase an undertaking and promote a company to repurchase it at an enhanced price, thus, making profit. Alternatively, he may receive commission on a sale to the company from a vendor (it should be noted that all this is subjected to the rule of full disclosure as a duty of the promoter). Also, he may be given an option to subscribe for shares at a particular price within a specified limit. Where this happens, it is very significant that there is full disclosure of same by the promoters to the company and also by the company in the prospectus.

Unlike the common law position, a promoter can now recover remuneration by action against the company if the contract is ratified or adopted by the company after incorporation since by section 72 of CAMA, such a contract or transaction may now be ratified. In Garba v. Sheba (supra) at 401, the court held that it has always been the case that a promoter has no right against the company for payment of services rendered before the incorporation of the company and that a promise to pay him by the company is neither binding nor enforceable against the company because the consideration is a past consideration. 

PRE-INCORPORATION CONTRACTS

Pre-incorporation contracts are contracts purported to be made usually by promoters on behalf of a company before it is incorporated – Sparka Electrics Nig. Ranor v. Ponmile (1986) 2 NWLR (Pt. 23) 519 at 525. That is, before a company is formally registered, a promoter may have entered into some contracts on behalf of the company before incorporation.

In Kelnar v. Baxter (supra), it was held that at Common Law, a pre-incorporation contract was not binding on the company because there was no principal on behalf of whom an agent could have contracted and that the company was not permitted to ratify or adopt it. This was also the decision in Trans Bridge Co Ltd. V. Survey Int’l Co. Ltd (1986) 17 NSCC 1084; Edokpolor and Co. Ltd v. Sem-Edo Wire Industry Ltd (1984) 7 SC 119; Re English Colonial Produce Co. Ltd (supra); Kelner v. Baxter (1886) LR 2 CP; Enahoro v. Bank of WA Ltd (1971) 1 NCLR 180.

The only way in which the company could be party to the contract was to enter into a new contract in terms of the one purportedly entered into on his behalf. The reason for this is that such a company is not yet a person in the eyes of the law. A pre-incorporation contract at Common Law is, therefore, not binding on the company. In the case of Caligara v. Giovanni Ltd. (1961) 1 ALL NLR 534, the Court held that a company cannot ratify or adopt a contract purported to have been entered into on its behalf by its promoters prior to its incorporation.

Where the promoter signed the contract for and on behalf of the company, he is personally liable – Kelnar v. Baxter (supra) but where the promoter signed the contracts in the proposed name of the company, then there is no contract at all. In Newbourne v. Sensolid (Great Britain) Ltd 1954 1 QB 45, it was held that the contract was not made with the plaintiff but with a non-existing limited liability company. Therefore, the contract was a nullity and the plaintiff could not adopt it and sue upon it as his own contract.

But Section 72 of CAMA has now modified this rule. It provides thus:

“Any contract or other transaction purporting to be entered into by the company or by any person on behalf of the company, prior to its formation, may be ratified by the company after its formation and thereupon the company shall be bound by and entitled to the benefit thereof as if it has been in existence at the date of such contract…”

In other words, the company can ratify after formation as if it were in existence when the contract was entered into. The company then becomes bound and entitled to the benefits therein. 

Although, it is significant to treat the word “ratified”, as used in this section could have been used in its strict legal connotation. This observation accords with legal principles since there cannot be ratification of a contract or transaction by a principal who was not in existence at the material time of contract. The law in this context, merely treats the company as if “it has been in existence at the date of such contract or other transaction and had been a party thereto”. The theoretical basis of the power of ratification which companies are given under this section, is, obviously, predicated on agency principle by which a principal has the legal competence to ratify unauthorised acts of his agent. The power of ratification endowed upon incorporated companies in this section, it must be pointed out, is co-existence with that exercisable under normal agency relationship. Therefore, ratification may be express or implied.

The question whether or not the insertion of a pre-incorporation contract in the object clause of a memorandum of a company would make it binding on the company came up in the case of Edokpolor and Company Ltd. v. Sem-Edo Wire Industries (supra). The apex court per Nnamani, JSC stated the position in the following way:

“The object Clause is no more than a list of the objects the company may lawfully carry out. They are certainly not objects that the company must execute. The inclusion of the terms of the pre-incorporation contracts in the Memorandum of a company is an indication of a strong desire… that the proposed company after incorporation should execute the terms of the agreement so included.

On when can pre-incorporation contract be binding, the court stated in the case of Garba v. Kic Ltd. (2005) 5 NWLR (PT. 917) 160 at 117, that before a company can become bound by any contract or transaction entered on its behalf before its formation, there must be evidence of ratification by the company upon its formation.

Before such ratification, any person who claims to have entered into a contract on behalf of a company before its formation is presumed to have done so personally – ET and EC Nigeria Ltd. v. Nevico (Nigeria) Ltd. (2004) 3 NWLR (PT. 860) 327 at 347.

TYPES OF PRE-INCORPORATION CONTRACT

The following are types of pre-incorporation contract:

1.      Joint Venture Agreement especially between Nigerians and aliens.

2.      Shareholders’ Agreements.

3.      Contract for Payment of Promoters’ expenses.

4.      Directors’ service contract (appointment of the Managing Director).

5.      Contract Agreement for the acquisition of business or property (Takeover agreement).

6.      Contract for Conversion of partnership to incorporated companies.

FEATURES OF A PRE-INCORPORATION CONTRACT

1)      Such contracts (pre-incorporation contracts) are said not to be binding on the company until it has been ratified or adopted by the company.

2)      Such contracts are made prior to the existence and incorporation of the company

3)      Such contracts are binding on the promoter and not the company except in cases where a company has ratified the contract.

4)      It is usually made by a promoter with a third party on behalf of the company before incorporation.

5)      Promoters are personally answerable under pre-incorporation contracts.

RELATIONSHIP BETWEEN MEMORANDUM AND ARTICLES OF ASSOCIATION AND PRE-INCORPORATION CONTRACTS

The Memorandum of Association is the dominant instrument and the Articles of Association are subordinate to and controlled by the memorandum – Liquidator of Humbold Redwood Co. Ltd. v. Coasts (1908) SC 751 at 753. A company’s power to alter its articles is subject to the conditions in the memorandum – section 48(1) of CAMA. Consequently, an alteration of articles must not conflict with the memorandum.

Where parties have a joint venture agreement, it is important that the terms of the joint venture agreement are incorporated into the memorandum of association of the company. This is done by providing in the first object clause of the memorandum of association as follows:

“To give effect to the Joint Venture Agreement, dated this ………….. day of ……….. between …………………. And ………………………..”

However, where there is a conflict between the joint venture agreement and the memorandum and articles of association, the joint venture agreement will prevail if there is a supremacy clause in the joint venture agreement – Edokpolor’s case (supra).

The main objectives of a Joint Venture Agreement (JVA) would be:

a)      To record how the company and its business are to be run with the least possible friction;

b)      To make sure the rights of each shareholder are secured and that so far as possible, each shareholder gets what he expects from the venture; and

c)      To determine what happens if something goes wrong.

EFFECT OF INCORPORATING THE JOINT VENTURE AGREEMENT INTO THE MEMORANDUM OF ASSOCIATION

This is to the effect that the members of the company have a strong desire to perform the terms of the joint venture agreement. However, the terms are not binding on the company because the object clause in the memorandum of association of a company is no more than an object that the company may lawfully carry out. This does not mean that the company must carry out the object – Edokpolor v. Sem-Edo Wire Industries (supra).

EFFECT OF MEMORANDUM AND ARTICLES OF ASSOCIATION

Subject to the provisions of CAMA, the memorandum and articles when registered, shall have the effect of a contract under seal between the company and its members and officers and between the members and officers themselves whereby they agree to observe and perform the provisions of the memorandum and articles, as altered from time to time in so far as they relate to the company, members or officers as such – section 41(1) of CAMA; Longe v. FBN (2006) 3 NWLR (Pt. 967) 228 at 269.

The effect of the above provision is that the articles of association (and memorandum) constitute a contract not merely between the shareholders and the company, but between each individual shareholders – Per Stirling J. in Wood v. Odessa Waterworks 42 Ch. D. 636 at 642.

This means that:

1.      A shareholder may bring an action to enforce any personal right contained in the articles. In  Burdett v. Standard and Exploration Co. (1889) 16 TLR 112, Conzens Hardy J held that a member was entitled to enforce compliance by the company with a clause in articles giving him a right to a share certificate.

2.      The company is entitled to sue its members for the enforcement and to restrain the breach by them of its articles, and to treat as irregularly anything which is done in contravention thereof – Blackpool v. Hampson (1882) 23 Ch D. 1.

3.      A member can sue a member for the enforcement of his right in the articles – Hudges, King (Nig.) Ltd. v. Ronald George Harris (1972) 2 UILR 63.

4.      The company, directors and officers will be treated as having made a contract in terms of the clause in the articles and are bound accordingly. In Swabey v. Port Darwin Gold Mining Co. (1889) I Meg. 385, the court held that he was entitled to recover on the footing of an implied contract in the terms of the clause.

5.      The directors/officers of a company are bound by the articles and if they act otherwise than in accordance with the provisions of the articles, they may render themselves liable to an action at the instance of the members and if as a result of the breach of duty any loss is suffered by the company, the directors are liable to refund of the company any damage so suffered.

6.      Where the memorandum or articles empower any person to appoint or remove any director or other officer, he cannot be prevented from doing so and such power shall be enforceable by that person notwithstanding that he is not a member or officer of the company – section 41(3) of CAMA; Longe v. FBN Plc (supra) at 272.

7.      Any alteration to the articles is, for the purpose of section 41(1) treated as if it were part of the original articles and will bind the company members and directors and officers of the company accordingly.

8.      The contractual relations created by the articles have statutory operation – Evans v. Chapman (1902) 86 LT 381; and the court cannot rectify them under its equitable jurisdiction even if it is proved that they do not reflect the intention of the parties – Scott v. Frank F. Scott (London) Ltd. (1940) Ch. 794.

9.      All money payable by any member to the company under memorandum or articles shall be a debt due from him to the company and shall be of the nature of a specialty debt.

CONTENTS OF SHAREHOLDER AGREEMENT

1.      Parties.

2.      Date.

3.      Recitals.

4.      Definition and Interpretation.

5.      Consideration.

6.      Warranties.

7.      Completion.

8.      Auditors and Bankers.

9.      Registered Office.

10.  Accounting Reference Date.

11.  Secretary.

12.  Directors.

13.  Dividend Policies.

14.  Further Financing.

15.  Guaranties and Indemnities.

16.  Company’s Business.

17.  Directors and Chairman.

18.  Important Management Decisions.

19.  Deadlock.

20.  Transfer of Shares.

21.  Material Breach.

22.  Winding up.

23.  Restrictive Covenants.

24.  Confidentiality.

25.  Shareholders Consent.

CONTENTS OF JOINT VENTURE AGREEMENT

1.      Parties.

2.      Date.

3.      Capital Contribution.

4.      Management Composition of the Board.

5.      Place of the Business.

6.      Nature of the Business.

7.      Supremacy Clause.

8.      Joint Venture Sharing Ratio.

9.      Dissolution Clause.

10.  Duration.

11.  Governing Law.

12.  Arbitration (that is, how should a matter be solved in the event of dispute).

ETHICAL ISSUES

1.      Rule 1 of Rules of Professional Conduct (RPC), 2007 – A lawyer shall uphold and observe the rule of law, promote and foster the cause of justice, maintain a high standard of professional conduct, and shall not engage in any conduct which is unbecoming of a legal practitioner.

2.      Rule 7(2)(b) of RPC – A lawyer shall not practice as a legal practitioner while personally engaged in the business of a commission agent.

3.      Rule 7(3)(a) of RPC – A lawyer shall not participate in any business that involves either executive, administrative or clerical functions.

4.      Rule 23 of RPC – A lawyer shall deal with his client’s property diligently and shall not use his client’s property for personal gain. He must also be accountable to his client as regards to client’s money.

5.      Rule 52 of RPC - The professional fee charged by a lawyer for his services shall be reasonable and commensurate with the service rendered.

6.      Rule 14 of RPC – A lawyer shall devote his attention, energy and expertise to the service of client.

A DRAFT OF PRE-INCORPORATION DOCUMENT (SAMPLE)

AGREEMENT BETWEEN PARTNERS FOR FORMATION OF A COMPANY TO ACQUIRE THEIR BUSINESS

This agreement is made this ………….. day of ………… 20…….

BETWEEN …………………. (name), first partner of ……………………… (address) and …………………. (name), second partner of ……………………. (address).

WHEREAS, the parties have agreed to form a company for the purpose of acquiring as a going concern, the business of the parties …………………. (state the kind of business) now carried on by them in partnership under the name …………………….. (name of the business).

NOW IT IS AGREED as follows:

Formation and capital of the company

The parties shall procure the incorporation of a company having an authorised share capital of ………………… (amount) divided into ordinary shares of ……………. (amount) each.

Name

The company shall be called “………………….. (name of the company) Limited” if such name is available for registration or by other available names as may be agreed between the parties (or in default of such agreement (name of one of the parties) shall sect).

Memorandum and Articles of Association

The Memorandum and Articles of Association of the company shall be in the form of draft and attached and marked as “A” with such modifications as the parties may agree in writing.

The Memorandum and Articles of Association shall be subscribed by the parties or their respective nominees each of whom shall agree in the memorandum to take up ordinary shares of ………………… (amount) each in the capital of the company.

Directors

The parties will procure their appointment as the sole first directors of the company. Each of the parties will exercise his voting right for the time being in the company and take other such steps as lie within his power to procure that the other parties retain their appointment to the office of director.

That each of the parties shall remain a director of the company until the ……… day of ……... (date) and so long after that as he holds beneficially (ordinary) shares of stock in the capital of the Company having an aggregate nominal value of not less than …………………. (amount) (or not less than ………….. per cent in nominal value of the issued share capital of the Company).

That ………………. (name) shall be the Chairman of the Company until ………… day of ……….. (date) and so long after that as he remains a director of the Company.

That so long as any of the parties is entitled to remain a director of the Company in accordance with the provisions of this clause, the maximum number of directors of the Company shall not exceed ……………. (number).

Sale of the business and cost and expenses

The parties and the company will enter into an agreement for the sale of their business to be in the form of the attached draft marked “B” and the company will bear the costs, fees and expenses of solicitors and accountants to the preparation of this agreement the formation of the Company and the sale of the business to the company.

Directors’ Powers

Nothing contained in this agreement shall in any way affect the free exercise by any person of his powers as a director of the company.

IN WITNESS of which we set out our hands the day first above written.

Signed by

………………………. (name)                                                           First partner

……………………….. (name)                                                          Second partner

In the presence of

Name: ……………………….

Address: …………………….

Occupation: ………………..

TYPES OF BUSINESS ORGANISATIONS THAT CAN BE REGISTERED IN NIGERIA

Nigeria is essentially a free enterprise country, subject only to such regulations as are necessary for national interest. As such, any person can participate in the Nigerian Economy.

Participation may be through sole proprietorship, partnerships, and unincorporated joint ventures, limited and unlimited liability companies.

The Company and Allied Matters Act (CAMA) 2004, provides under different parts for the following types of business organizations. Part A provides for the following:

1)      Limited Liability Company.

2)      Company Limited by Guarantee.

3)      Unlimited Liability Company.

Any of the above companies may be a private company or a public company – section 21 of CAMA.

A private company is one which is stated in its memorandum to be a private company – section 22(1) of CAMA. It must by its articles restrict the transfer of its shares – section 22(2) of [CAMA and its total membership must not exceed fifty (50), not including persons who are bona fide in the employment of the company – section 22(3) of CAMA.

A public company is defined as any other company other than a private company and which is stated in its memorandum as a public company – section 24 of CAMA.

The difference between a private company and public company are:

1)      Membership of a private company is limited to fifty while public is unlimited.

2)      Minimum share capital of a private company is N10,000 while a public company is N500,000 – section 27(2)(a) of CAMA.

3)      A private company can commence business upon incorporation whilst a public company will have to wait until it has been issued with a certificate by the Registrar.

4)      Private companies are permitted to allot shares while a public company is prohibited.

5)      The name of a private company must include “Ltd” while a public limited company is “Plc”.

LIMITED LIABILITY COMPANY

A company where the liability of its members limited by the memorandum, as to the amount, if any, unpaid on the shares respectively held by them – section 21(1)(a) of CAMA. It is the largest type of companies which is normally employed for business purposes. The shares create very valuable security and the limitation of liability enables the shareholder to determine the limit of his liability and indebtedness. The shares, as the unit of holding, represent the involvement and commitment of the interest of the holders. Apart from special circumstances when the liability may be extended, for example, where a company carries on business with less than the minimum number of members or the authorized minimum share capital – sections 93 and 99 of CAMA which provides for the liability of company debts where membership is below the legal minimum and the authorized minimum share capital respectively, a person who has paid his shares in full cannot be held liable for any part of the liability of the company. On the other hand, where a shareholder has sums outstanding on his shareholding, he can be called upon to pay by a duly authorized call and this is so whether or not the company is being wound-up.

The memorandum of the company, specifically its capital clause, must provide, inter alia that the share capital of the company is divided into “shares of a fixed amount (i.e. N1 or 50 kobo each)”.

FEATURES

1)      The liability of members of a company limited by shares may have to be implemented at any time during the active life of the company as well as during the winding-up.

2)      It is usually incorporated for the purpose of making profits for distribution to members.

SUITABILITY

1)      A person who has paid his shares in full cannot be held liable for any part of the liability of the company.

2)      It is the largest type of companies which is normally employed for business purposes.

COMPANY LIMITED BY GUARANTEE

A company without a share capital (most times, it is not for profit organization). This is a company whose liability of its respective members are limited by the memorandum to such amount that members have undertaken to contribute to the assets of the company in the event of liquidation – section 21(1)(b) of CAMA. Such companies are incorporated for purposes of promoting commerce, art, science, religion, etc. and the income and assets are applied for the promotion of the objects and not available for distributing to members as profits – section 26(1) of CAMA. A company limited by guarantee shall not be registered with a share capital – section 26(2). Furthermore, the company and every such member is liable to a daily default fine if it carries out business for profit sake – section 26(6) of CAMA.

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 should not at any time be less than N10,000 – section 26(7) of CAMA. This is intended to give some assurance to third parties dealing with the company.

Finally, section 26(5) of CAMA provides that the memorandum of such a company shall not be registered without the authority of the Attorney-General of the Federation.

FEATURES

1)      The liability will only have to be implemented after the commencement of winding up of the company.

2)      Members liability are limited by memorandum to such amount as they may respectively undertake to contribute to assets of the company in event of it being wound up.

SUITABILITY

1)      It is incorporated for purposes of promoting commerce, art, science, religion, etc.

2)      The income and assets are applied for the promotion of the objects and not available for distributing to members as profits.

UNLIMITED LIABILITY COMPANY

A company not having any limit as regards the liability of its members. This company is not common, being limited in its usefulness. It is also like a partnership because every member liable in full for the debts of the company while a member and does not have any limit on the liability of its members. This unlimited liability makes it unattractive for business purposes. It is used mainly by professionals who assume personal liability for their obligations.

It must be registered with a share capital, and where an existing unlimited company has no share capital, it must, not later than the appointed day, alter its memorandum and articles so that it becomes an unlimited company having a share capital not below the minimum share capital permitted under the Act – section 25 and section 567(1) of CAMA.

It is usually useful where the members are able to estimate the kind of liability or loss they are likely to incur in advance e.g. company working on a patent and its development in terms of products, oil prospecting companies, etc.

                                                                   FEATURES         

1)      It does not have membership liability on its members i.e. unlimited liability.

2)      Every member is liable in full for the debts of the company.

SUITABILITY

1)      It is unattractive for business purposes.

2)      It is used mainly by professionals who assume personal liability for their obligations, that is, where the members are able to estimate the kind of liability or loss they are likely to incur in advance.

REQUIREMENTS AND PROCEDURE FOR REGISTRATION OF BUSINESS ORGANISATIONS WITH C. A. C

The steps to be taken for incorporation of a company are as follows:

i)                    Ascertaining the particulars of the proposed company.

ii)                  The preparation of the incorporation documents.

iii)                The filing of incorporation documents.

iv)                The registration of the company.

PARTICULARS OF THE PROPOSED COMPANY

A person who wants to form a company will have to decide on the particulars of the company in the light of the circumstances, need and his instructions, if he is an agent. In making the decision, he will have to consider the requirements of the Act and other relevant statutes. He will consider matters of practical importance such as the type of company, its structure, nature of business proposed, funding, organization, and the memorandum and articles of association. His choice of the type of company will depend on the purpose for which it is being formed. For example, if the promoter intends to carry on a commercial business, he will probably decide on a company limited by shares and if he intends to borrow money, then it will be a public company.

Having decided on the type of company, the promoter or person forming the company will need to obtain particulars necessary for preparing the memorandum and articles. These will include the following:

For the memorandum -

a)      The name – the name of the company ending with the words “Public Limited Company” in the case of a public company limited by shares; “Limited” in the case of a private company limited by shares; “Limited by Guarantee” in the case of a company limited by guarantee; and “Unlimited” in the case of an unlimited company – section 29 of CAMA. Certain names are prohibited – section 30(1) of CAMA, while others can only be used with the consent of the Commission – section 30(2) of CAMA. The name chosen must not be one already registered or misleading – Amasike v. Registrar-General, (CAC) 2006) 3 NWLR (Pt. 968) 462 at 501.

b)      The objects – these are the purposes for which a company is formed – sections 29 and 30 of CAMA. The nature of the business or object is to be stated in the memorandum – section 27(1)(c) of CAMA.

c)      The share capital – this is the sum with which the company is registered. Although, the capital will depend largely on the nature of the business and the availability of other sources of working capital (N10,000 for a private company, and N500,000 for a public company).

d)     Registered office – section 27(1)(b) of CAMA requires that the registered office of the company will be situated in Nigeria.

e)      Limitation of liability – this is to decide if the company will be limited or unlimited, and if limited, whether by shares or guarantee.

f)       Subscribers to the memorandum – subscribers must take 25% of the authorized capital, but they need not be the true owners of the company and after incorporation, the shares may be transferred to the true owners.

For the articles of association –

a)      Shares – detailed particulars should be obtained in respect of shares.

b)      Borrowing – although a trading company normally has power to borrow money for the purpose of its business, care should be taken to regulate the power as desired.

c)      Meetings – special provisions required by the owners of the company should be considered.

d)     Directors – instructions may be required as to their appointment, tenure, powers and duties, use of company seal, etc.

e)      Secretary – instructions should be given as to their appointment, duties and powers, etc.

f)       Accounts and audit – special details not provided in the act may be added to the articles.

g)      Dividends – instructions should be taken in respect of how dividends are to be dealt with.

h)      Others – such other matters important to the business should be considered and required.

INCORPORATION DOCUMENTS

Section 35(2) of CAMA provides for the following incorporation documents:

a)      The memorandum and articles of association – these two documents traditionally form the constitution of the company. The memorandum sets out the structure and conditions of the company while articles contain the special regulations for the internal management of affairs of the company as long as they are provided in the Act.

b)      The notice of the address of the registered office – the notice must state the address of the registered office and the head office of the company. A P.O Box or private mail bag is not acceptable as an address – section 35(2)(b) of CAMA.

c)      List particulars and consent of the first director – this is a statement in a prescribed form containing the list and particulars together with the consent of the persons who are to be the first directors of the company – section 35(2)(e) of CAMA.

d)     Statement of the authorized share capital – the statement which is a form must show the authorized share capital divided into shares of a fixed amount e.g. N10,000 divided into 10,000 shares of N1 each and must be signed by a director – section 35(2)(d) of CAMA.

e)      Any other necessary document – documents like ‘the Commission’s form’ consenting to the use of the proposed name, and ‘business and resident permit’ in the case of an alien who is proposed as a director, secretary or subscriber to the memorandum.

Statutory declaration of compliance – after all the requirements of the law have been complied with, and these documents are produced to the commission, there must be made a statutory declaration in a prescribed form by a legal practitioner that the requirements for registration have been complied with – section 35(3) of CAMA. The Commission may accept or refuse the declaration, but if it refuses it, then it must within 30days of receipt of the declaration send to the person applying (declarant) a notice of its refusal on the ground of such refusal

.N.B: any other person listed for accreditation under part a can carry out this function but statutory declaration of compliance must be carried out by a lawyer.

FILING OF INCORPORATION DOCUMENTS

When the above documents have been prepared and duly stamped, they are presented to the Commission for filing with the appropriate fees. The amount of the filing fees are altered from time to time by altering the 17^th Schedule of the Act.

In addition to the filing fees, registration fees are payable to the Commission for –

a)      Registration of public having share capital;

b)      Registration of private company having share capital; and

c)      Registration of a company not having share capital.

Fees are also charged for the following –

a)      Change of company name.

b)      Filing of annual returns.

c)      Registration of charges.

d)     Certified True Copy (CTC) of Certificate of Incorporation.

e)      CTC of memorandum and articles of incorporation.

f)       Increase in share capital.

g)      Re-instatement of company’s name.

h)      Alteration of memorandum and articles of association.

i)        Deed of release.

j)        Search per document.

k)      Changes in Forms CAC 2.2, 2.3, 2.5

l)        CTC of Forms CAC 2.2, 2.3, 2.5

m)    A set of company incorporation forms.

n)      Availability form.

REGISTRATION AND INCORPORATION OF THE COMPANY

Section 35(2) of CAMA provides that the incorporation documents listed above shall be delivered to the Commission and section 36(1) of CAMA provides that the Commission shall register the memorandum and articles unless in its opinion –

a)      They do not comply with the Act;

b)      The business which the company is to carry on, or the objects for which is formed, or any of them, are illegal;

c)      Any of the subscribers to the memorandum is incompetent or disqualified in accordance with section 20 of the CAMA;

d)     The name conflicts with or is likely to conflict with an existing trademark or business name registered in Nigeria unless the consent of the owner of the trademark or name has been obtained.

If the Commission refuses to register a company for any of the reasons stated above, any person aggrieved by the refusal may give notice to it requiring it to apply to the Court for directions and the Commission must within 21days of receiving notice so apply – section 36(2) of CAMA. It is further provided that in order to satisfy itself as to the exercise of this discretion under section 36(1), the Commission may require a person subscribing the memorandum to make and lodge with it a statutory declaration to the effect that he (the subscriber) is not disqualified under section 20 from joining in forming a company.

In the case of a company to be limited by guarantee, the memorandum must not be registered without the authority of the Attorney-General of the Federation – section 26(5) of CAMA.

Certificate of Incorporation – on registering the memorandum and articles, the Commission shall certify under its seal –

a)      That the company is incorporated;

b)      In the case of a limited company, that the liability of the members is limited by shares or by guarantee as the case may be;

c)      In the case of an unlimited company, that the liability of members is unlimited;

d)     That the company is a private or public company as the case may be – section 36(5).

The certificate of incorporation is prima facie evidence that all the requirements of the Act in respect of registration and of matters precedent and incidental to it have been complied with and that the association is a company authorized to be registered and duly registered under the Act – section 36(6) of CAMA.

Effect of incorporation – the general effect of incorporation is that from the date of incorporation mentioned, the subscribers of the memorandum with such other persons as may from time to time become members of the company, shall be a body corporate by the name contained in the memorandum, capable forthwith of exercising all the powers and functions of an incorporated company including the power to hold land, and having perpetual sucession and a common seal, but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up – section 37 of CAMA.

DOCUMENTS REQUIRED FOR STAMPING

a)      Two copies of the memorandum and articles of association must be presented to the Federal Commissioner of Stamp Duties for stamping – sections 27(6) and 34(4) of CAMA.

b)      Two copies of statement of authorised share capital (form CAC 2) must also be presented for stamping.

DOCUMENTS REQUIRED TO BE SUBMITTED FOR REGISTRATION OF BUSINESS ORGANISATIONS AT C. A. C

a)      The memorandum and articles of association.

b)      The notice of the address of the registered office – section 35(2)(b) of CAMA.

c)      List of particulars and consent of the first director –section 35(2)(e) of CAMA.

d)     Statement of the authorized share capital –– section 35(2)(d) of CAMA.

e)      Any other necessary document – documents like ‘the Commission’s form’ consenting to the use of the proposed name, and ‘business and resident permit’ in the case of an alien who is proposed as a director, secretary or subscriber to the memorandum.

CHECKLIST OF DOCUMENTS REQUIRE FOR REGISTRATION OF BUSINESS ORGANISATIONS

1)      1 copy of Completed NIPC Form 1 accompanied by payment of N10,000 non-refundable deposit.

2)      1 copy of Partnership (joint venture) agreement where applicable

3)      2 copies of photocopy of payment receipts for application form.

4)      The certificate of incorporation of applicant’s company.

5)      Memorandum and Articles of Association of the applicant’s company.

6)      Tax clearance certificate of applicant’s company.

7)      Receipts for payment of stamp duties on the authorized share capital of the company as at date of application.

8)      Feasibility report and project implementation programme of the company for its proposed business.

9)      Title deeds of land evidencing firm commitment to acquire requisite business premises for the company’s operations.

10)  Training programme for Nigerian staff or personnel policy of the company, incorporating management succession for qualified Nigerians.

11)  Names, addresses, nationalities and occupations of the proposed Directors of the company, including non-resident directors which should be marked “NRD”.

12)  Job title designations of expatriate quota positions required and the academic and working experience required for the occupants of such positions.

13)  Information brochure, if any, on the foreign partner.

PRINCIPAL LAWS ON CORPORATE LAW PRACTICE IN NIGERIA

Follow @wingrassnews

The principal laws are: the Companies and Allied Matters Act, 2004; The Nigerian Investment Promotion Commission Decree, 1995; Industrial Inspectorate Act; The Nigerian Enterprises Promotion (Issue of Non-voting Equity Shares) Act 1987; Investment and Securities Decree; The Immigration Act 1963; The Industrial Development (Income Tax) Relief Act; and Foreign Exchange (Monitoring and Miscellaneous Provisions) Decree.

REGULATORY BODIES ON CORPORATE LAW PRACTICE

There are 3 principal institutions or bodies which are statutorily vested with regulatory, supervisory and controlling authority over companies and their activities in Nigeria. These are the Corporate Affairs Commission (CAC), Securities and Exchange Commission (SEC), and Nigerian Investment Promotion Commission (NIPC).

FEATURES AND FUNCTIONS OF THE REGULATORY BODIES AND THEIR RELEVANCE ON CORPORATE LAW PRACTICE

Corporate Affairs Commission

This is the apex of the regulatory bodies for companies in Nigeria, which was established under section 1 of the CAMA as a body with full legal capacity like incorporated companies. Thus, it has perpetual succession and a common seal, capable of suing and being sued in its corporate name, of acquiring, holding or disposing of any property, movable or immovable, for the purpose of carrying out its functions.(click on any of the pictures on the right hand side or left for more insight).

The establishment of the Corporate Affairs Commission as an autonomous body was as a result of the perceived inefficiency and ineffectiveness of the erstwhile Company Registry, a department within the Federal Ministry of Commerce and Tourism which was then responsible for the registration and administration of the repealed Companies Act of 1968.

Features of CAC

The features are that the commission has a membership of 15 persons representing a wide variety of interests – the business community, labour, the legal profession, accountancy profession, Manufacturer’s Association of Nigeria, association of Small Scale Industries, the Institute of Chartered Secretaries and Administrators, the Securities and Exchange Commission and the Ministries of Trade and Tourism, Finance and Economic Development, Justice, Industry, and Internal Affairs. The chairman who is appointed by the president must be a person who is experienced in or has acquired specialized knowledge of corporate, industrial, commercial, financial or economic affairs and is thus able to make outstanding contributions to the work of the constitution – section 2 of the commission.

There is a provision for a Registrar-General of the commission who must be a person who has qualified to practice law in Nigeria for not less than 10 years and he must have had experience in company law practice or administration for not less than eight years. He is entitled to represent the Commission in legal proceedings in court – section 10

Members of the commission other than ex-officio members hold office for 5 years and are eligible for re-appointment for another 5 years. With the exception of the Registrar, generally, they are all part-time members – section 3 of the commission.

A member of the commission ceases to hold office, if he becomes of unsound mind or is incapable of carrying out his duties, if he becomes bankrupt or has made arrangement with his creditors, if he is convinced of felony or any offence involving dishonesty.

Members, other than the representatives of the Ministries, the Securities and Exchange Commission, the Institute of Chartered Securities and Administrators and the Registrar-General are entitled to such remuneration and allowances as the president may direct – section 4.

The quorum for meetings of the Commission is five excluding the representatives of the Institute of Chartered Secretaries and Administrators, the Securities and Exchange Commission and the Ministries – section 5(3).

Functions of CAC

The functions of the Commission as set out in section 7 of the Companies and Allied Matters Act, includes the following:

• To administer the Act, including the regulation and supervision of the formation, incorporation, management and winding up of companies;
• To establish and maintain companies registry and offices in all the states of the Federation suitably and adequately equipped to discharge its functions under the Act or any law in respect of which it is charged with responsibility;
• Arrange and conduct an investigation into the affairs of any company where the interests of the shareholders and the public so demand;
• To undertake such other activities as are necessary or expedient for giving full effect to the provisions of the Act.

The relevance to corporate law is that the Commission also registers Business Names, and Incorporated Trustees as well as provides a wide range of ancillary services.

Securities Exchange Commission

The Securities and Exchange Commission (SEC) is the apex regulatory body for Nigeria's capital market. It however, operates under the supervision of the Federal Ministry of Finance. The Securities and Exchange Commission, Nigeria, like other exchange commissions elsewhere, regulates the operation of capital market transactions, ensuring that the relevant rules are complied with

The business of capital formation and mobilisation is at the root of economic development, which is why every economy wants to develop its capital market. Capital markets drive capital mobilisation and allocation to businesses, in the push for economic growth. Through the capital market, companies and governments mobilise capital for investment, while offering opportunity to investors to seek profitable outlets for their funds. Because complex financial processes are often involved, and large numbers of investors participate, the need for guarding the mechanism for those transactions becomes apparent. Investors need to be protected, just as the process needs to be kept viable.

The Securities and Exchange Commission as it is today, is the outcome of the Investments and Securities Act (ISA) No 45 of 1999. However, its seed was actually sown in 1962, when the Capital Issues Committee, an arm of the Central Bank of Nigeria, was set up to evaluate applications from companies wanting to raise capital from the market and recommend for approvals. That committee transmuted to the Capital Market Commission in 1973 and the Securities and Exchange Commission in 1978, by virtue of Decree No. 7 of 1979. The Investment and Securities Act No. 45 of 1999 finally sought to broaden the operation of the Commission and refocus it for more impact on economic growth.

Features of SEC

The featuresof the Commission are that it consists of a chairman appointed by the president and ten other persons including two full-time Commissioners who must be persons with ability, experience and specialized knowledge in capital market matters – section 2 of the Commission. There is a Director-General for the Commission. He is appointed by the President and he is the Chief Executive of the Commission.

Functionsof SEC

The Securities and Exchange Commission, Nigeria, broadly has a responsibility to regulate the capital market and ensure that investors are protected. That means ensuring that processes increasingly get transparent and that transaction rules are complied with.

§  It scrutinises parties that apply to operate in the capital market as market operators and licenses those considered suitable. Such operators include: issuing houses, securities dealers/stockbrokers, sub-brokers, registrars, trustees, capital market consultants, reporting accountants, solicitors and investment advisers etc.

§  Securities for issue to the investing public are also scrutinized and registered by the Securities and Exchange Commission. A party intending an issue must apply to SEC for approval. These include: Equities/shares, debentures/industrial loans, government bonds and collective investment schemes.

§  It is the Security and Exchange Commission's responsibility to license transaction floors and exchanges, including: Securities Exchanges (like stock exchanges), Commodities Exchanges and Capital Trade Points, Futures, Options and Derivatives Exchanges as well as Depository, Clearing and Settlement agencies like the CSCS.

§  Major financial transactions like mergers, acquisitions, takeovers and other forms of business combinations must also have the blessing of the Securities and Exchange Commission.

§  SEC has a monitoring role over the capital market. That role is to ensure fair practices that will advance the market and attract more investment inflow. It extends to ensuring good corporate governance for the quoted companies which, among other things, have a responsibility to deliver timely and reliable reporting to the investing public.

§  As investors, it's good to know, too, that the Commission adjudicates on transaction disputes, in addition to receiving and treating investor/operator complaints. Parties that are aggrieved over market transactions and fail to get a fair treatment elsewhere can take their case to SEC. Often, defaulting parties receive the big stick.

The relevance to corporate law is that The Securities and Exchange Commission is consequently there to see to the orderly and rapid development of the capital market. Its basic role is to ensure transparent conduct, such that parties that take decisions, especially on investments, do it on the strength of good information and sound processes. By that, it is to attract more funds into the market and also attract more viable companies that could expand their operations by tapping funds from the capital market.

Nigerian Investment Promotion Commission

This was established in 1995 as a body corporate with perpetual succession under the NIPC Decree, 1995.The commission shall encourage, promote and coordinate investment in the Nigerian economy.

Functions of NIPC

·         To be the agency of the Federal Government to coordinate and monitor all investment promotion activities to which this Decree applies;

·         Initiate and support measures which shall enhance the investment climate in Nigeria for both Nigerian and non-Nigerian investors;

·         Promote investments in and outside Nigeria through effective promotional means;

·         Provide and disseminate up-to-date information on incentives available to investors;

·         Assist incoming and existing investors by providing support services;

·         Evaluate the impact of the Commission in investments in Nigeria and recommend appropriate recommendations; and

·         Maintain liason between investors and ministries, government departments and agencies, institutional lenders and other authorities concerned with investments.

One Stop Investment Commission

In its continuous effort to encourage Foreign Direct Investment (FDI) in Nigeria, the Federal Government established the One Stop Investment Centre (OSIC) otherwise known as One Stop Shop (OSS) on 21^st March 2006.

Nigeria like most African nations has set up statutory bodies to regulate foreign investment in the country. Therefore foreigners interested in carrying on business in the country are required to obtain investment approvals after incorporating their companies. The practice has been that company incorporation and foreign investment approvals are processed in different authorized government agencies. This process was characterized by delays usually caused by government bureaucracy which also stifled the smooth start up of foreign businesses in Nigeria.

In a bid to ensure the timely incorporation of companies and grant of investment approvals, the government had in the early 1990’s set up the Industrial Development Commission Committee (IDDC) to serve as a one stop agency for all pre-investment approvals. The IDDC had the statutory responsibility to grant Business Permits, Approved Status-in-Principle, Expatriate Quota, approvals on fiscal concessions, vet licensing and transfer agreements and generally advise the Federal Government on policy matters designed to promote the industralisation of the country.

Although the law establishing the IDDC provided that every valid application received would be processed within two months, this expectation was rarely ever met in practice. The IDDC Act was subsequently repealed by the Nigerian Investment Promotion Commission (NIPC) Act 1995 which established the NIPC to encourage and promote investment in Nigeria. Companies with foreign participation are required to apply to NIPC for registration and the statute provides that within 14 days from the receipt of completed registration forms, NIPC shall register such companies or otherwise advice the applicant accordingly.

Functions of OSIC

This includes simplifying and curtailing the procedures and guidelines for issuing business approvals, permits and authorizations by eliminating bottlenecks faced by investors in establishing and running businesses in Nigeria.

In addition, OSIC is expected to achieve the following functions:

·         Reduce the high cost of doing business

·         Eliminate dealing with multiple agencies

·         Eradicate the use of discretion and lack of transparency in granting approvals, licenses, permits

·         Eliminate over bureaucratization in procedures and processes

·         Eradicate poor service delivery

·         Ensure Foreign Direct Investment and investor tracking

Features of OSIC

·         The participating agencies will maintain their existing mandates and responsibilities within the structure of OSIC

·         Only statutory provisions will be administered at OSIC and not special applications

·         Agencies will establish their presence at OSIC in phases

·         Approval time for business entry approvals is 24 hours

·         OSIC covers investments into all sectors of the economy

·         It is mandatory for all foreign investors to register with OSIC to facilitate foreign direct investment tracking/investor tracking as provided in the NIPC Act. 

HISTORY OF NIGERIAN COMPANY LAW

Nigerian company law is part of Nigerian heritage from the English legal system imposed since colonial days. Before 1912, there was no local companies’ statute in force in Nigeria but only foreign companies operated in the country and they were governed by the laws of their different countries.

The first local companies legislation was promulgated in 1912 as the Companies Ordinance 1912 which was based on the U. K. Companies Act 1908 which was then the current statute in England. This Ordinance applied only to the colony of Lagos, and in 1917, it was amended and extended to apply to the whole country. In 1922, the two Ordinances were repealed and replaced with the Companies Ordinance 1922 which was subsequently amended in 1929, 1941 and 1954. In 1968, the Companies Act Cap. 37 of the 1958 Laws was repealed and replaced by the Companies Act 1968. The 1968 Act was a marked improvement on the previous law. For example, it made mandatory provisions for accounts and encouraged greater accountability of directors and more effective participation of shareholders in the affairs of the company. (click on any of the pictures on the right hand side or left for more insight).The most fundamental change made by the Act was the introduction of Part X, which required foreign companies intending to carry on business in Nigeria to be incorporated locally. This Act was however replaced by the Companies and Allied Matters Act, 1990 now redesigned to Companies and Allied Matters Act, 1990 and now 2004. click on any picture at your right hand side or left for more insight.

Follow @wingrassnews

Barr. Ezekiel Chigozie has many years experience in providing legal representation and advising clients across exceptional broad range of contentious and non-contentious matters. His main goal is to help clients resolve contentious or non-contentious legal problems they are having rapidly and cost effectively.

+2348034997413.