The Companies and Allied Matters Act (CAMA) 2020 represents the most comprehensive overhaul of Nigeria’s corporate law framework in three decades. Signed into law by President Muhammadu Buhari on August 7, 2020, the Act replaces the CAMA 1990 and introduces a raft of pro-business reforms designed to ease the cost of doing business and align Nigerian corporate law with global best practices.
Key Highlights
1. Single-Member Companies
For the first time, Nigerian law recognises companies with a sole shareholder. This eliminates the need for nominee shareholders—a common workaround that created unnecessary complexity and legal risk for entrepreneurs.
2. Removal of Requirement for Company Secretary in Small Companies
Private companies with a share capital below ₦120 million are no longer required to appoint a company secretary. This reduces compliance costs for small and medium enterprises.
3. Electronic Filing and Virtual Meetings
CAMA 2020 legitimises electronic signatures, virtual shareholder meetings, and online filing—a significant modernisation that proved prescient during the COVID-19 pandemic.
4. Restrictions on Multiple Directorship in Financial Institutions
Directors of public companies and financial institutions are now restricted in the number of boards they may sit on simultaneously, addressing longstanding corporate governance concerns.
Practical Implications for Founders
Founders incorporating new companies should reassess their shareholding structures in light of the single-member provisions. Those operating under the old regime should review their articles of association for compatibility with the new Act, particularly with respect to meetings, voting, and share transfer provisions.
