The recently enacted Companies and Allied Matters Act (“CAMA”) 2020 allows companies registered in Nigeria to have a single shareholder and single director. The single shareholder structure is suitable for individuals and corporate entities (especially foreign investors) who want to establish wholly owned entities in Nigeria.
The previous mandatory requirement to have a minimum of two (2) shareholders resulted in a practice where some entities had nominee shareholders with one share. The new regime will allow Nigerian incorporated companies with such nominee arrangements become single shareholder companies by transferring the share(s) held by the nominee shareholder to the majority shareholder.
A welcome game-changing innovation of the single shareholder structure is that single shareholder companies are no longer required to hold mandatory annual general meetings.
The CAMA 2020 also allows companies to have a single director subject to certain conditions i.e. they must be private companies and their annual turnover and net assets value are not more than NGN120 million and NGN60 million respectively. Foreign owned companies cannot be single director companies.
We are available to provide further advice and support your company in respect of the above.
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