The Companies and Allied Matters Act 2020 (CAMA 2020) represented the most significant overhaul of Nigerian company law in over three decades. Yet in boardrooms across Lagos, Abuja and Port Harcourt, directors and company secretaries continue to operate under assumptions formed under the old regime.
This article addresses the five areas where we most commonly observe non-compliance — and the risk that comes with each.
1. Single-Member Companies Are Now Legal
CAMA 2020 permits a company to have a single shareholder and a single director (Section 18). This changes estate planning, succession structures and the setup of SPVs fundamentally. The old requirement for a minimum of two shareholders is gone. Many corporate counsel are still advising clients to maintain nominee shareholding arrangements that are no longer necessary.
2. Electronic General Meetings Are Valid
Sections 230 and 238 of CAMA 2020 now recognise electronic and hybrid AGMs. Board resolutions, notices, and voting can all be conducted electronically with appropriate safeguards. This was a practical accommodation post-COVID that is now permanently embedded in statute — yet many boards still insist on physical quorum requirements that the law no longer demands.
3. The New Director Liability Exposure
CAMA 2020 expanded director liability in material ways. Section 307 introduces a statutory duty of care and diligence, codifying what was previously only common law. Directors can now be held personally liable for losses caused by negligence even where there is no fraud. This is a paradigm shift — particularly for non-executive directors who may previously have felt protected by their limited operational involvement.
4. Statement of Compliance Replaced by Statement of Capital
The old statutory declaration requirement has been replaced by a simpler Statement of Capital and Shareholders. But many incorporation documents filed since 2020 continue to use the old template. This is a regulatory risk that FIRS and CAC auditors are now flagging.
5. Mergers Below ₦500 Million Don't Require SEC Approval
One of the most practically impactful changes: mergers and acquisitions where the combined value is below ₦500 million no longer require Securities and Exchange Commission approval. This significantly speeds up M&A timelines for mid-market transactions — but lawyers who are not aware of this threshold continue to file unnecessarily, creating delay and cost.
Formation Exceptionelle's Corporate Governance & Board Effectiveness course covers all CAMA 2020 changes in depth, with practical case studies drawn from NSE-listed company situations.
Prof. Chukwuemeka Nwosu
Professor of Corporate Law, University of Lagos
Prof. teaches on the Formation Exceptionelle platform. Explore their courses below.