A CRITICAL APPRAISAL OF THE DOCTRINE OF CORPORATE PERSONALITY UNDER THE NIGERIAN LAW

CHAPTER ONE

INTRODUCTION

1.1   Background of the Study

        The history of company law can be traced back to the Joint Stock Companies Act, 1885 which introduced the Principles of Limited Liability Company[1].

        With the reception of English Laws into Nigeria due to colonialism, the first legislative attempt was made in 1912 to stem the practice of going to England on the position of the law on controversial company issues.

        Although the Companies Ordinance of 1912 was only in force in the Colony of Lagos, the amalgamation of Southern and Northern Nigeria in 1914 brought the extension of the ordinance to the entire country by the Company (Amendment & Extension) Ordinance 1917[2].

        Progressively, the Companies Decree 1922 repealed both 1912 and 1917 Ordinances. The 1922 Ordinance was based on the United Kingdom Companies Act 1929. In 1968, a new Companies Decree was promulgated to replace the 1922 Companies’ Ordinance. The Company Act 1968 was mainly based on the United Kingdom Companies Act 1948 as part of the recommendations of the Jenkins Committee[3]. The 1968 Companies Act being a federal law was listed in the Exclusive Legislative list of the 1979 constitution. To boost the innovations of the Companies Act 1968, the Nigerian Enterprise Promotion Act 1977[4] and the 1968 Act made copious provisions for the first time on matters such as mandatory provisions for accounts and greater accountability of Directors and Part X made inputs towards checking the excesses of company officers.

        However, the companies Act, 1968 was later replaced by companies and Allied Matters Act, 1990[5] which was mainly based on the 1979, 1980 and 1981 United Kingdom Companies Acts. The Act has completely revolutionalized the company matters. The 1990 Act was divided into four main parts namely: Part A, B, C and D. The Act codifies common law principles, Doctrine of equity and Articles of Association into the main body of the Act.

        Defects in the 1968 Act gave birth to the Law Reform Commission set up in 1987 headed by his Lordship Hon Justice Dr Olakunle Orojo (Rtd) who together with his colleagues on the Commission ushered in the present Companies and Allied Matters Act 1990[6] hereinafter referred to as CAMA and other amendments such as the Investment and Securities Act 2007[7].

[1] Essays on Company Law by E.O. Akanku at p.1

[2] Para 2 p.1

[3] See the Preamble to the 1968 Companies Act

[4] Now Cap N 1 17 Laws of the Federation 2004

[5] Vol. 1 p.2

[6] Cap 59 Laws of the Federation 1990

[7] Investment and Securities Act Cap No 29 of 2007

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