Section 423 CAMA 2020

Section 423 Companies and Allied Matters Act is about Certificate by private company and small company in annual return. It is under Chapter 16 (Annual returns) of the Act.

(1) A private company shall send with the annual return required by sections 418, 419 or 420 of this Act a certificate signed both by a director and the secretary of the company that the company has not, since the date of the last return, or, in the case of a first return, since the date of the incorporation of the company, issued any invitation to the public to subscribe for shares or debentures of the company, and, where the annual return discloses the fact that the number of members of the company exceeds 50, also a certificate so signed that the excess consists wholly of persons who under section 22 (3) of this Act are not included in reckoning the number of 50.

(2) A small company shall in addition to the certificate required under subsection (1), send with the annual return a certificate signed by a director and the secretary that—

(a) it is a private company limited by shares ;

(b) the amount of its turn-over for that year is not more than N120,000,000 or such amount as may be fixed by the Commission ;

(c) its net assets value is not more than N60,000,000 or such amount as may be fixed by the Commission ;

(d) none of its members is an alien ;

(e) none of its members is a government, a government agent or nominee ; and

(f ) the directors among them hold at least 51% of the equity share capital of the company.