It is a general believe and existing fact that, a country or state without a law is prone to more sin and it is not punishable as there is no provision to sanction erring individual or organization.
Nigeria is a country with its own law
On this note, we shall be discussing on the history of company law in Nigeria, how it came to existence and module operand to company law.
History Of Company Law In Nigeria
DEFINITION OF LAW AND COMPANY LAW
A law is a set of rules, formulas, theories, regulations, principles, guidelines, precepts and concepts which must be followed and obeyed.
A company law is a type of law which gives specifications, legislation and directions on how a firm, an industry, an administration or an organization is to be registered, formed, incorporated, run, handled, administered, governed, controlled and financed. Company law is also referred to as enterprise law, business law or corporate law.
The corporate law oversees the various ways by which a company is registered and incorporated in Nigeria, it governs the rights and the interests of employers and the employees in an organization, it oversees the administration of a company in Nigeria and how businesses are started and formed.
A company law regulates and oversees the interaction and the relationship between the debtors, creditors, employers, employees, administrator, stakeholder, directors, staff, investors, shareholders, managers in the administration of a firm or company as well as the relationship and interaction between other stakeholders such as customers, clients, the community, business environment and the market. Company law sees to it that the business activities of organizations, firms, industries, companies, and corporations are designed in a way that it must be recognizable and identified.
For instance, for a business or a company to start working in Nigeria, that company has to follow a due process which is getting the certificate of incorporation from the Corporate Affairs Commission (C.A.C). The certificate of incorporation ensures that the company has it’s name registered and that the company is free to do its business as long as the business is genuine and accepted by the laws of the land. The company law in Nigeria deals with the companies, brands, and firms that are incorporated or registered under the corporate or company law of Nigeria.
ORIGIN AND HISTORY OF COMPANY LAW IN NIGERIA
The inception of company law in Nigeria can be traced to the era of colonialism in Nigeria. In the year, 1912, the very first company law in Nigeria was introduced but it was only used and its specifications were jurisdiction were enforced in southern Nigeria; of which Lagos had to be the primary place and location to where it was enforced.
The company ordinance of 1912 which was the first company law in Nigeria was practiced and enforced in Lagos and not in the entire federation. The introduction of company law came as a result of the need to regulate a law that will help to settle fierce and controversial company issues. Prior to this time, a lot of people were going to England to settle company cases legally in courts since there were no existing laws binding the administration, control, and management of firms and companies in Nigeria as of that time.
Since Nigeria was colonized by Britain. Nigeria maintained some of the British practices to administer and enforce on her citizens.
The Nigeria company law which we talk about today is culled and gotten from the English legal system which was imposed and implemented on Nigeria by the British during her colonial years. Before the year 1912, only foreign firms and companies existed and operated in the country and since Nigeria has no indigenous company and since Nigeria had no existing company law in place, these foreign companies that existed in Nigeria operated and administered their company as they were being led and governed by the law (company law) which exists in their own countries.
Five years after, the Company Ordinance of 1912 was changed and modified to a new one which was called, Companies Amendment and Extension Act of 1917, another law was brought up and introduced into the country. The Ordinance of 1917 was amended and this time it did not legislate for a particular region or section but it was enforced to be applied by the whole country, this made it to cover all parts of Nigeria.
In the year 1922, the two ordinances (the company ordinance of 1912 and the companies’ amendment and extension act of 1917) were repealed and replaced with another new ordinance which was known as “Companies Ordinance of 1922”. 1922 was culled from the United Kingdom as it based on the United Nations Kingdom Companies Act. The Companies Ordinance of 1922 was later amended and modified successively in subsequent years (1929, 1941 and the year 1954).
By the time Nigeria had gotten her independence from Britain in the year, 1960, precisely on the 1st of October 1960, Nigeria were given freedom by her colonial masters.
The independence of Nigeria ensured that Nigerians had freedom and liberty to choose her own leaders, freedom to be a sovereign nation that will handle her affairs interference from external forces, freedom and they were free to make their own laws, select her own ministers, select their leaders, preside over their matters, amend every law which should be amended in the constitution or removed. By the year, 1968 which is exactly 8 years after independence, a new company decree was enforced under the military government of Nigeria (Supreme Military Council) to replace the 1922 Companies Ordinance. Hence, the Companies Ordinance of 1922 was repealed and replaced with a new ordinance known as “The 1968 Companies Act”.
The 1968 Companies Act took over after replacing the “1922 Companies Ordinance” or the “1922 Companies Act” and it made a tremendous achievement after it was enforced in the country. One of the achievements attained and made by the 1968 Companies Act is that it ensured effectiveness in the affairs of a company as the shareholders increased their participation in the administration of the company and a lot of directors became more accountable and influential in the company.
Currently, the recognized company law in Nigeria is the ‘Companies and Allied Matters Decree of 1990”. The body responsible for the regulation of companies in Nigeria is the Corporate Affairs Commission (C.A.C) and it is responsible for overseeing the Companies and Matters Decree of 1990. For a country to be registered, wind up or liquidated in Nigeria, the Corporate Affairs Commission of Nigeria must be notified.
CONCLUSION ON THE HISTORY OF COMPANY LAW IN NIGERIA
Company law has been discussed in different precept, also how it came to existence has been discussed vastly, body responsible for registering, implementing and monitoring company so as to act in accordance of the law and decree has also been discussed.