Section 41 CAMA 2020
Section 41 Companies and Allied Matters Act is about Registration. It is under Chapter 1 (Registration Of Companies) of PART B (INCORPORATION OF COMPANIES AND INCIDENTAL MATTERS) of the Act.
Registration
(1) The Commission shall register the memorandum and articles unless in its opinion—
(a) they do not comply with the provisions of this Act ;
(b) the business which the company is to carry on, or the objects for which it is formed, or any of them, are illegal;
(c) any of the subscribers to the memorandum is incompetent or disqualified in accordance with section 20 of this Act ;
(d) there is non-compliance with the requirement of any other law as to registration and incorporation of a company ; or
(e) the proposed name conflicts with or is likely to conflict with an existing company, trade mark or business name registered in Nigeria.
(2) Any person aggrieved by the decision of the Commission under subsection (1), may give notice to the Commission requiring it to apply to the Court for directions and the Commission shall, within 21 days of the receipt of such notice, apply to the court for the directions.
(3) The Commission may, in order to satisfy itself as provided in subsection (1) (c), by instrument in writing, require a person subscribing to the memorandum to make and lodge with the Commission, a statutory declaration to the effect that he is not disqualified under section 20 of this Act from joining in forming a company.
(4) Steps to be taken under this Act to incorporate a company shall not include any invitation to subscribe for shares or on the basis of a prospectus.
(5) Upon registration of the memorandum and articles, the Commission shall certify under its seal—
(a) that the company is incorporated ;
(b) in the case of—
(i) a limited company, that the liability of the members is limited by shares or by guarantee, or
(ii) an unlimited company, that the liability of the members is unlimited ; and
(c) that the company is a private or public company, as the case may be.
(6) The certificate of incorporation shall be prima facie evidence that all the requirements of this Act in respect of registration and matters precedent and incidental to it have been complied with and that the association is a company authorised to be registered and duly registered under this Act.
(7) The Commission may withdraw, cancel or revoke a certificate of incorporation issued under this Act where it is discovered that the certificate was fraudulently, unlawfully or improperly procured.
(8) The Commission may cause the publication of the withdrawal, cancellation or revocation of certificates of incorporation periodically in the Federal Government Gazette.
