Companies and Allied Matters Act, 2020
{{Short description|Nigerian law on company formation}}
{{EngvarB|date=February 2024}}
{{Use dmy dates|date=February 2024}}
{{Infobox legislation
| name = Companies and Allied Matters Act, 2020
| short_title = CAMA 2020
| long_title = An Act to repeal the Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria, 2004 and enact the Companies and Allied Matters Act, 2020 to provide for the incorporation of companies, limited liability partnerships, limited partnerships, registration of business names together with incorporation of trustees of certain communities, bodies, associations; and for related matters
| citation = Act No. 3 of 2020
| enacted_by = National Assembly of Nigeria
| date_enacted = 7 August 2020
| date_assented = 7 August 2020
| date_commenced = 7 August 2020
| status = current
}}
The Companies and Allied Matters Act, 2020 (CAMA 2020) is a Nigerian federal legislation that governs the establishment and management of companies in Nigeria.{{cite web | title=Company and Allied Matters Act (CAMA) 2020: Enhancing a better business environment for MSMEs in Nigeria Under AfCFTA | website=CSEA AFRICA | date=11 May 2021 | url=https://cseaafrica.org/allied-matters-act-cama-2020-enhancing-a-better-business-environment-for-msmes-in-nigeria-under-afcfta/ | access-date=27 February 2024}} It supersedes and replaces the Companies and Allied Matters Act, 2004, which was itself an update of the Companies Act of 1968. The CAMA 2020 is the most substantial legal reform of the Nigerian corporate sector in over three decades.{{cite web | title=CAMA 2020: The good and not-so-good provisions you should know | website=TheCable | date=30 August 2020 | url=https://www.thecable.ng/cama-2020-the-good-and-not-so-good-provisions-you-should-know | access-date=27 February 2024}}
Background
The CAMA 2020 is the outcome of a lengthy and comprehensive reform process that started in 2004, when the Nigerian government set up a committee to review the CAMA 1990 (which was based on the UK Companies Act of 1948) and suggest amendments to align it with global trends and best practices.{{cite web | title=The Repeal and Re-Enactment of The Companies and Allied Matters Act- A Bold Step Towards Business Reform | website=TEMPLARS Law | date=1 February 2024 | url=https://www.templars-law.com/knowledge-centre/the-repeal-and-re-enactment-of-the-companies-and-allied-matters-act-a-bold-step-towards-business-reform/ | access-date=27 February 2024}}{{cite web|url=https://www.cac.gov.ng/wp-content/uploads/2020/12/CAMA-NOTE-BOOK-FULL-VERSION.pdf|title=Federal Republic of Nigeria Official Gazette - Companies and Allied Matters Act, 2020|author=Corporate Affairs Commission|date=10 August 2020|access-date=19 February 2024}} The committee delivered its report in 2008, and a draft bill was prepared and submitted to the Minister of Justice and Attorney-General of the Federation in 2010.{{cite book | last=Okonkwo | first=C.O. Prof. | title=The Imperatives of Law Reform in the Law Making Process | via=National Institute for Legislative and Democratic Studies |page=14 | date=21 February 2022 | url=https://ir.nilds.gov.ng/handle/123456789/487?show=full | access-date=28 February 2024}} However, the bill encountered several legislative obstacles and delays, and was not passed until 2018, when it was sent to the President for assent.{{cite web | last=Bayagbon | first=Oluwatoyin | title=CAMA amendment, 'largest' business reform bill in 28 years, scales third reading | website=TheCable | date=23 January 2019 | url=https://www.thecable.ng/cama-amendment-largest-business-reform-bill-in-28-years-scales-third-reading | access-date=28 February 2024}} The President, however, withheld his assent to the bill, pointing out some drafting and legal errors. The National Assembly then amended the bill and passed it again in 2019, and sent it to the President in March 2020.{{cite web | last=Oladipo | first=Oladehinde | last2=Ailemen | first2=Anthony | title=Buhari signs amended Companies and Allied Matters Bill, CAMA 2020 into law | website=Businessday NG | date=7 August 2020 | url=https://businessday.ng/news/article/buhari-signs-amended-companies-and-allied-matters-bill-cama-2020-into-law/ | access-date=28 February 2024}} The President finally gave his approval to the bill on 7 August 2020, making it an Act of the National Assembly.{{cite web | last=Kalu | first=Okorie | last2=Edokpayi | first2=Peter | title=Chapter 26 CAMA 2020: Insolvency Professionals, A Miscellany Issue? | website=Welcome to Mondaq | date=20 August 2020 | url=https://www.mondaq.com/nigeria/insolvencybankruptcy/977940/chapter-26-cama-2020-insolvency-professionals-a-miscellany-issue | access-date=28 February 2024}}
The CAMA 2020 has been widely commended by various stakeholders, including the Nigerian Bar Association, the Institute of Chartered Accountants of Nigeria, the Nigerian Economic Summit Group, and the International Finance Corporation, as a landmark reform that will improve the ease of doing business, attract foreign investment, and foster economic growth in Nigeria.{{cite web | last=Nation | first=The | title=NBA hails Buhari for signing CAMA 2020 | website=The Nation Newspaper | date=18 August 2020 | url=https://thenationonlineng.net/nba-hails-buhari-for-signing-cama-2020/ | access-date=28 February 2024}}{{cite web | title=Blogpost | website=The Nigerian Economic Summit Group | date=17 September 2021 | url=https://www.nesgroup.org/blog/NES27-Pre-Summit-Event:-Implementation,-Impact-and-Challenges-of-the-CAMA-2020-Act | access-date=28 February 2024}}
However, the CAMA 2020 has also faced some criticism and controversy, especially from some religious groups and civil society organisations, who have expressed concerns over some of its provisions, such as the regulation of non-governmental organisations, the suspension of trustees, and the merger of incorporated trustees.{{cite web | title=CAN rejects CAMA, says government cannot 'control churches | website=Premium Times Nigeria | url=https://www.premiumtimesng.com/news/more-news/410066-can-rejects-cama-says-government-cannot-control-churches.html | access-date=28 February 2024}}{{cite web | title=The Church of God under CAMA: Defensible or Dangerous? | website=THISDAYLIVE | date=25 August 2020 | url=https://www.thisdaylive.com/index.php/2020/08/25/the-church-of-god-under-cama-defensible-or-dangerous | access-date=28 February 2024}} Some of these groups have called for the amendment or repeal of the CAMA 2020, or have threatened to challenge it in court.{{cite web | last=Olabimtan | first=Bolanle | title=Court strikes out nine sections of CAMA 2020 over rights violations | website=TheCable | date=22 April 2023 | url=https://www.thecable.ng/court-strikes-out-nine-sections-of-cama-2020-over-rights-violations | access-date=28 February 2024}}