Fraise Legal

04/08/2024

'Urgently need to Notarize Documents? Hit the WhatsApp button!

04/03/2024

Documentation and Compliance are key to Business growth and expansion. Avoid penalties and maintain accurate information on your business at all times. Talk to us!
+2348178816994

20/01/2021

Time always has a way of bringing your hardwork to light!
Keep thriving!

04/01/2021

A new chapter is an opportunity to make a fresh start.

24/12/2020

24/12/2020

May the joy of this reason remain with you and your household throughout the year

06/12/2020

Settle your tax obligations before 30th December and enjoy waiver of penalties for late returns!

08/08/2020

New Laws on Company And Allied Matters.(CAMA) 2020 has been passed in Law after 30 years!

The new Companies and Allied Matters Act (CAMA) was signed into law by President Muhammadu Buhari on the 7th of August, 2020.

The new CAMA is Nigeria’s most significant business legislation in three decades and it introduces new 15 business-friendly provisions that promote ease of doing business and reduces regulatory hurdles.

Section 18(2) of the new CAMA now makes it possible to establish a private company with only one (1) member or shareholder and section 40 (1) of the new Act introduces the Statement of Compliance which can be signed by an applicant or his agent, confirming therein that the requirements of the law as to registration have been complied with. This serves as an alternative to the requirement to submit a Declaration of Compliance, which must be signed by a lawyer or attested to before a notary public. A Statement of Compliance need not be signed by a lawyer.


Another innovation of the Act is replacement of Authorized Share Capital with Minimum Share Capital. The concept of “authorised share capital” has now been replaced in section 27 of the Act with the concept of “minimum share capital”. With minimum share capital, promoter(s) of a business need not pay for shares that are not needed at a specific time.

Below are highlights of other innovations introduced by the Act

1. Procurement of a Common Seal is no longer a mandatory requirement – The procurement of a Common Seal is no longer a mandatory requirement according to
S.98 of the new CAMA: Every company is required under the previous Act to have a common seal, the use of which is to be regulated by the Articles of Association. This amendment is in line with international best practices as most jurisdictions around the world have expunged the requirement from their respective laws.

2. Provision for electronic filing, electronic share transfer and e-meetings for private companies – The new CAMA makes provision for electronic filing, electronic share transfer and e-meetings for private companies. S.861 of the new CAMA provides that certified true copies of electronically filed documents are admissible in evidence, with equal validity with the original documents. S.176(1) also provides that instruments of transfer of shares shall include electronic instruments of transfer.

3. Provision for virtual Annual General Meetings – The new CAMA also provides for remote or virtual general meetings, provided that such meetings are conducted in accordance with the Articles of Association of the company. This will facilitate participation at such meetings from any location within and outside the shores of the country, at minimal costs. This is especially relevant today given the disruptions caused by the Covid-19 pandemic to company operations around the world.

4. Exemption from appointing Auditors – Small companies or any company having a single shareholder are no longer mandated to appoint auditors at the annual general meeting to audit the financial records of the company. S. 402 of the new CAMA provides for the exemption in relation to the audit of accounts in respect of a financial year.

5. Exemption from the appointment of company secretary – The appointment of a Company Secretary is now optional for private companies. According to S. 330 (1) of the new CAMA, the appointment of a company secretary is only mandatory for public companies.

6. Creation of Limited Liability Partnerships (LLPs) and Limited Partnerships (LPs) – The new CAMA introduces the concept of Limited Liability Partnerships (LLPs) and Limited Partnerships (LPs). This combines the organisational flexibility and tax status of a partnership with the limited liability of members of a company.

6. Reduction of Filing Fees for Registration of Charges – Under S. 223 (12) of the new Act, the total fees payable to the CAC for filing has been reduced to 0.35% of the value of the charge. This is expected to lead to up to 65% reduction in the associated cost payable under the regime.

7. Merger of Incorporated Trustees – S. 849 of the new Act provides for merger between two or more associations with similar aims and objects under such terms and conditions as may be prescribed by the CAC.

8. Disclosure of persons with significant control in companies – S.119 of the new Act introduces new transparency provision with an obligation for entities to disclose capacity in which shares are held, either as a beneficial owner or as a nominee of an interested person.

9. Restriction on Multiple Directorship in Public Companies – S.307(1) of the Act prohibits a person from being a director in more than five (5) public companies at a time.

10. Business Rescue provisions for Insolvent Companies – The new Act introduces a framework for rescuing a company in distress and to keep it alive as against allowing such entity to become insolvent. Provisions were made with respect to Company Voluntary Arrangements (S.434 to S.442), Administration (S.443 to S.549) and Netting (S.718 to S.721).


11. Enhancement of Minority Shareholder Protection and Engagement – S. 265 (6) restricts firms from appointing a director to hold the office of the Chairman and Chief Executive Officer of a private company.

Copied from Bar Reform Forum

08/08/2019

Intention to enter into Legal relations creates liability in equity- Supreme Court.

*AN UNSIGNED CONTRACT MAY STILL BE ENFORCEABLE BETWEEN THE PARTIES.*

*Re: MTN (Nig.) Communications Ltd. v. Corporate Communications Inv. Ltd. [2019] 9 NWLR (Pt. 1678) 427; (2019) LPELR-47042(SC).*

*A REVIEW OF THE CASE OF MTN (Nig.) Communications Ltd. v. Corporate Communications Inv. Ltd. [2019] 9 NWLR (Pt. 1678) 427; (2019) LPELR-47042(SC).*

*FACTS OF THE CASE:*
MTN (“the Appellant”) entered into a Trade Agreement (Exhibit A) with Corporate Communications Inv. Ltd. (“the Respondent”) who is one of MTN’s trade partners. The Agreement was drafted by MTN and sent to the Respondent for its signatures. The Respondent signed but MTN did not, and kept it. Parties however transacted on the basis of the contract. MTN thereafter terminated the Agreement without giving the required notice, relying on the relevant clause in the Agreement. The Respondent (through its Counsel) challenged the contract termination and requested for amicable resolution. MTN was unmoved. It gave effect to the termination by rejecting subsequent orders placed by the Respondent for MTN’s products on account of the termination letter (Exhibit B). It further withdrew 27 SIM registration kits assigned to the Respondent. Aggrieved, the Respondent sued MTN claiming damages for breach of contract. The Respondent pleaded that in compliance with the Agreements between the parties, it had incurred expenses in procuring facilities and equipment which were of no more use to it, in view of the purported termination of the contract. The Respondent pleaded that the abrupt cancellation of orders without a formal and valid termination of their Agreement has caused it huge financial loss. The trial Court found for the Respondent and awarded N25 Million as damages and costs of N20,000. MTN’s appeal up to the Supreme Court was roundly dismissed.

*DECISION OF THE COURT: *
The Supreme Court upheld the position that the argument of MTN was absolutely baseless, holding that it will not allow the Company to escape justice by its “ingenious b***y trap” set for the Respondent. Kekere-Ekun, JSC relied on established principles in handing down the following fantastic reasoning:
“Though not mutually executed, Exhibit A [Trade Agreement] was regarded by the parties as their binding contract. Equity acts in personam and therefore takes as done that which ought to be done, if from the conduct of the parties such inference can be drawn. In the instant case, such facts abound on which the two Courts below concurrently found that the parties intended to be bound by Exhibit A and that Exhibit A would be the basis of their mutual transaction, whether or not the document was formally executed. Again, Equity acting in personam would look at the intent of the parties and the substance and not at the form. In the instant case, insistence on compliance with all formalities of executing a written agreement will be oppressive to the Respondent. The Appellant, in the Court of Justice, will not be allowed to take advantage of the Respondent on his own iniquity by his ingenious b***y trap by which he deliberately withheld his signature while at the same time it made the Respondent go with the impression that the relationship is governed or regulated by Exhibit A. Section 169 of the Evidence Act, 2011, which codified the principle of estoppel by conduct, will not countenance the present posture of the Appellant and allow it resile out of Exhibit A.”
His Lordship further stated:
“As observed earlier, the Appellant did not deny the fact that it continued trading and carrying on business with the Respondent in accordance with Exhibit A. I agree entirely with the two lower Courts, that the Appellant could not be allowed, by deliberately withholding its signature, to take advantage of its wrongdoing and use it as a weapon against the Respondent. See: Adedeji Vs N.B.N Ltd. (1989) 1 NWLR (Pt. 96) 212 @ 226-227 E-A, where it was held, inter alia that it is morally despicable for a person who has benefited from an agreement to turn around and say that the agreement is null and void, or unenforceable, as contended in this case.”
The above position is also in keeping with the settled principle that an agreement can exist between parties by their conduct.

- Stephenlegal

24/07/2019

https://loyalnigerianlawyer.com/tax-tribunal-rules-a-taxpayer-can-object-to-a-defective-assessment-even-if-it-has-been-paid/

The Tax Appeal Tribunal has ruled that a taxpayer's right of objection or appeal is not waived by the fact that the taxpayer has paid the assessment being

03/06/2019

*[Just In] Wrongful Employment Termination: Industrial Court Awards Damages Against Firm, Payment of N200,000.00 Cost of Action within 14 days*

[Just In] Wrongful Employment Termination: Industrial Court Awards Damages Against Firm, Payment of N200,000.00 Cost of Action within 14 days