Section 868 CAMA 2020

Section 868 Companies and Allied Matters Act is about Interpretations. It is under Chapter 2 (Miscellaneous and supplemental) of the Act.

(1) In this Act—

“agent” does not include a legal practitioner acting as counsel for any person ;

“alien” means a person or association, whether corporate or unincorporated, other than a Nigerian citizen or association a company,business name or association incorporated or registered in Nigeria ;

“annual return” means the return required to be made in the case of—

(a) a company limited by shares, under sections 418-419 of this Act ;

(b) a company limited by guarantee, under section 420 of this Act ;

(c) a business name, under section 822 of this Act ; and

(d) incorporated trustees, under section 848 of this Act ;

“arrangement” has the meaning assigned to it under section 710 of this Act ;

“articles” means the articles of association of a company, as originally framed or as altered by special resolution ;

“book and paper” and

“book or paper” include accounts, deeds,writings, and documents ;

“business” includes any trade, industry and profession and any occupation carried on for profit ;

“business name” means the name or style under which any business is carried on whether in partnership or otherwise ;

“circulating capital” means a portion of the subscribed capital of the company intended to be used by being temporarily parted with and circulated in business, in the form of money, goods and other assets, and which, or the proceeds of which, are intended to return to the company with an increment,and are intended to be used again and again, and to always return with some accretion ;

“Commission” means the Corporate Affairs Commission established under this Act ;

“company” or

“existing company” means a company formed and registered under this Act or, as the case may be, formed and registered in Nigeria before and in existence on the commencement of this Act ;

“company limited by guarantee” and

“company limited by shares”have the meanings assigned to them respectively by section 21 of this Act;

“companies liquidation account” means the account kept on behalf of the Commission pursuant to section 591 of this Act ;

“contributory” means every person liable to contribute to the assets ofa company in the event of its being wound up and for the purposes of all proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed contributories, the expression includes any person alleged to be contributory ;

“Court” or “the Court” used in relation to a company, means the Federal High Court, and to the extent to which application may be made to it as;court includes the Court of Appeal and the Supreme Court of Nigeria ;

“creditor” means any person who is owed an obligation (secured or unsecured) accruing on a debt, liability or performance under a contract(express or implied), or in tort, by another person ;

“creditors voluntary winding-up” has the meaning assigned to it by section 625 (4) of this Act ;

“debenture” means a written acknowledgment of indebtedness by the company, setting out the terms and conditions of the indebtedness, and includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not ;

“designated partner” means any partner designated as such pursuant to section 749 ;

“director” includes any person occupying the position of director by whatever name called; and includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act ;

“dividend” means a proportion of the distributed profits of the company which may be a fixed annual percentage, as in the case of preference shares, or it may be variable according to the prosperity or other circumstances of the company, as in the case of equity shares ;

“document” includes information recorded in any form, summons, notice,order and other legal process, and register ;

“equity capital” shall be construed accordingly ;

“equity share” means a share other than a preference share ; and

“firm” means an unincorporated body of two or more individuals or one or more individual and one or more corporations, or two or more corporations,who or which have entered into partnership with one another with a view to carrying on business for profit ;

“fixed capital” means that capital which a company retains in the form of assets upon which the subscribed capital or other sum has been expended,and which assets either themselves produced income, independent of any further action by the company, or being retained by the company are made use of to produce income or gain profits ;

“foreign company” means a company incorporated elsewhere than in Nigeria ;

“foreign limited liability partnership” means a limited liability partnership formed, incorporated or registered outside Nigeria ;

“forename” includes a Christian name and a personal name and when used with a surname includes any first name, and “surname” includes a patronymic ;

“Gazette” or “Federal Gazette” means the official Gazette of the Federation ;

“group financial statements” has the meaning assigned to it by section379 (1) of this Act ;

“holding company” means a holding company as defined by section381 of this Act ;

“inability to pay debts” in relation to a company has the meaning assigned by section 572 of this Act ;

“initials” includes any recognised abbreviation of a forename ;

“insolvent person” where used in this Act means any person in Nigeria who, in respect of any judgment, Act or court order against him, is unable to satisfy execution or other process issued in favour of a creditor, and the execution or other process remains unsatisfied for not less than six weeks ;

“insolvency practitioner” means a legal practitioner within the meaning of the Legal Practitioners Act or a member of the Institute of Chartered Accountants of Nigeria or such other professional bodies of accountants as are established by an Act of the National Assembly ;

“issued generally” means, in relation to a prospectus, issued to persons who are not existing members or debenture holders of the company ;

“issued share capital” in relation to any reduction has the meaning assigned by section 124 (2) of this Act ;

“legal practitioner” has the meaning assigned to it by the Legal Practitioners Act ;

“limited liability partnership” means a partnership formed and registered under this Act ;

“limited liability partnership agreement” means any written agreement between the partners of the limited liability partnership or between the limited liability partnership and its partners which determines the mutual rights and duties of the partners and their rights and duties in relation to that limited liability partnership ;

“member” includes the heir, executor, administrator or other personal representative, as the case may be, of the member ;

“members’ voluntary winding-up” has the meaning assigned to it by section 625 (4) of this Act ;

“memorandum” means the memorandum of association of a company as originally framed or as altered in pursuance of any enactment ;

“minimum issued share capital” means the respective amounts stated in section 27 (2) (a) of this Act ;

“Minister” means the Minister charged with responsibility for trade ; and

“Ministry” shall be construed accordingly ;

“minor” means a person who has not attained the age of 18 years ;

“non-cash asset” means any property or interest in property other than cash and for this purpose, cash includes foreign currency ;

“officer” in relation to a body corporate, includes a director, manager or secretary ;

“official receiver” means the officer by whatever name called or known charged with control of affairs in bankruptcy and if the appointment is vacant for any reason whatsoever, means the sheriff ;

“partner” means a co-owner, member, or investor in a partnership, and shall include a person who joins with others to form a partnership and in relation to a limited liability partnership, means any person who becomes a partner in the limited liability partnership, in accordance with the partnership agreement ;

“person” includes an individual, company, or other entity, which haslegal rights and is subject to obligations ;

“personal representative” where customary law is applicable, includes successors appointed in respect of deceased contributories ;“person with significant control” means any person—

(a) directly or indirectly holding at least 5% of the shares or interest in a company or limited liability partnership ;

(b) directly or indirectly holding at least 5% of the voting rights in a company or limited liability partnership ;

(c) directly or indirectly holding the right to appoint or remove a majority of the directors or partners in a company or limited liability partnership ;

(d) otherwise having the right to exercise or actually exercising significant influence or control over a company or limited liability partnership ; or

(e) having the right to exercise, or actually exercising significant influence or control over the activities of a trust or firm whether or not itis a legal entity, but would itself satisfy any of the first four conditions ifit were an individual ;

“preference share” means a share, by whatever name designated, which does not entitle the holder of it to any right to participate beyond a specified amount in any distribution whether by way of dividend or on redemption, ina winding-up, or otherwise ;

“prescribed” means, as respects the provisions of this Act (other thanas to the winding-up of companies), prescribed by court or, as the case maybe, by other proper authority by regulations or order, and as to winding-up,means as prescribed by rules of court, or deemed so to be ;

“private company” has the meaning assigned to it by section 22 (1) of this Act ;

“prospectus” means any prospectus, notice, circular, advertisement, or other invitation, offering to the public for subscription or purchase any shares or debentures of a company and includes any document which, save to the extent that it offers securities for a consideration other than cash, is a prospectus ;

“receiver” includes a manager ;

“recognised stock exchange” means any body of persons for the time being recognised by the Securities and Exchange Commission as a stock exchange dealing in shares, debentures and other securities ;

“registered company” means a company incorporated or deemed to be incorporated under this Act ;

“Registrar-General” means the Registrar-General appointed under this Act ;

“resolution for reducing share capital” has the meaning assigned to it by section 131 of this Act ;

“resolution for voluntary winding-up” has the meaning assigned to it by section 620 of this Act ;

“rules” includes rules made by the Chief Judge of the Federal High Court for the purpose of section 616 or 683 of this Act and all incidental forms together with rules made by the Corporate Affairs Commission ;

“secured creditor” means a creditor who has been granted a security interest in any property, asset or assets for the purpose of securing the performance of a debt or guarantee obligation ;

“securities” includes shares, debentures, debenture stock, bonds, notes(other than promissory notes) and units under a unit trust scheme ;

“share” means the interests in a company’s share capital of a member who is entitled to share in the capital or income of such company; and except where a distinction between stock and shares is expressed or implied,includes stock ;

“share capital” means the issued share capital of a company at anygiven time ;

“show cards” means a card containing or exhibiting articles dealt with,or samples or representations thereof ;

“small company” has the meaning assigned to it under section 394 of this Act ;

“statutory declaration” means a declaration voluntarily made under the Oaths Act and in Nigeria includes one so made under any other enactment or law providing for the taking of a voluntary declaration ;

“statutory meeting” means the meeting required to be held by section 235 (1) of this Act ;

“statutory report” has the meaning assigned to it by section 235 (2) of this Act ;

“subsidiary” means, in relation to a body corporate, a subsidiary as defined by section 381 of this Act ;

“treasury share” means a share in a company’s share capital which the company itself holds in a proprietary capacity and enjoys legal, beneficial and economic interest of ;

“unlimited company” has the meaning assigned to it by section 21 (1)of this Act ;

“unregistered company” where used in Chapters 20-27 of Part B of this Act, includes any partnership, association or company with the following exceptions—

(a) a company and any existing company registered under this Act ; and

(b) a partnership, association or company which consists of less than eight members and is not a foreign partnership, association or company ;

“unsecured creditors” means any creditor who is not a secured creditor ;

(2) The Registration of a business name under this Act shall not be construed as authorising the use of that name if, apart from such registration,the use could be prohibited.

(3) References in this Act to bodies corporate or to corporations exclude corporations sole; but unless the context otherwise requires, they shall include references to companies incorporated outside Nigeria.