CRIMINAL LITIGATION
TOPIC: JURISDICTION: MADUKOLU v.
NKEMDILIM (SC) (Conditions for exercising Jurisdiction)
FOCUS: JURISDICTION; TERRITORIAL,
SUBSTANTIVE AND PROCEDURAL
|
COURTS
WITH GENERAL JURISDICTION
|
COURTS
WITH SPECIAL JURISDICTION
|
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State High Courts
and FCT Abuja
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Federal High
Court
|
|
Magistrate Courts
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Courts Martial
|
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Customary Courts
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Juvenile Courts
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Area Courts
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Coroner’s Courts
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CASES
AND LAWS
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USEFULNESS
|
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Section
12 Criminal Code & 4 Penal Code
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Territorial
Jurisdiction of State High Court
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Haruna
V State
|
‘’
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Osoba
V Queen
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‘’
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Okoro
V A.G
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‘’
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NJOVENS
V STATE
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‘’
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Section
251(2)
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Exclusive
Jurisdiction of FHC on Treason…
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MANDARA
V A.G FED
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‘’
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ABIOLAV
FRN
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Territorial
Jurisdiction of FHC
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IBORI
V FRN
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‘’
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254C
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Jurisdiction
of NIC
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Section
6 CYPL
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Jurisdiction
of Juvenile
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Section
6(2) and Section 8(2)
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Exception
1 & 2 to jurisdiction of Juvenile
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R
V OLATUNJI
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Determination
of age through a medical expert takes preference over parents evidence
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MODUPE
VSTATE& S.368CPA
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Age
of accused is determined at the commission of offence
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S.
3 CORONER LAW OF LAGOS
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A
coroner is always a Magistrate
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Section
2 CORONER LAW OF LAGOS
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Jurisdiction
of Coroner
|
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S.
4&6 CLL
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When
to hold Coroner
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S.21
CLL
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Can
be done any day including public holiday
|
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ADEPETU V STATE & S.4(8) &23 CLL
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Where
a coroner court is informed that criminal proceeding are to be instituted,
the inquest must stop until the trial is over
|
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S.130 ARMED FORCES ACT
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Jurisdiction
of Court Martial (Person subject to Service law)
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OLATUNJI
V STATE. S.168(1) AFA
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After
3 months of retirement, this person still subject to service law
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NAF
V OBIOSA….s.114(1) AFA
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Jurisdiction
on both civil offence and military offence over ONLY person subject to
service law
|
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S.170(1)
AFA
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Civil
court can still try person subject to service law for CIVIL OFFENCE ONLY
|
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S.170(2)
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The
civil court must take cognizance of the punishment of the court martial
before awarding punishment
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s.171(a)
AFA. S.36(9) CFRN
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Trial
first at civil court oust jurisdiction of court martial on civil offence..
Plea of ‘’autrefois acquit’’
|
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S.131
AFA
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Who
can convene a court martial
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NAF
V OBIOSA
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Power
to convene delegable
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OLATUNJI
V STATE
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Delgable
power must be issued by appropriate authority and be in a written form, but
when made orally, a written order could follow later.
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BAKOSHI
V CHIEF OF NAVAL STAFF
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Improper
delegation will make the court martial void
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s.129(a)(b),
133(2) AFA
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Composition
of a court martial
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OKORO
V NIG ARMY
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The
composition must be of people of senior rank or in same rank as the accused
persons
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S.2
ACJA
|
ACJA
NOT APPLICABLE
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S.174
CFRN
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Nolle
prosque not applicable.
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Article
5(1) ROMAN STATUE
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Jurisdiction
of ICC
|
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Article
25
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ICC
can only try persons not states
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Article
15
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How
ICC jurisdiction is initiated
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S.29
Magistarte court Law of Lagos
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Jurisdiction
to try offences summarily except capital offences
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|
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Maximum
punishment to be imposed 14 yrs
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S.15-18
CPC
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4
grades of magistrate court in the North
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6th
Column Appendix A to the CPC
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Jurisdiction
of Magistarte in the North
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S.24(2)
CPC EMONE V POLICE
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Imposing
punishment
|
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S.257
CPC
|
Transfer
to higher court to impose stricter sentences
|
DRAFTING: NIL
CIVIL LITIGATION
TOPIC: INTERLOCUTORY APPLICATION
RULE: ORDER 7 ABUJA AND ORDER 39
LAGOS
N.B PLS Refer to our post on
Tuesday for the case reviews and principles.
DRAFTING: (TAKE NOTICE DRAFTING
FOR THIS COURSE WILL BE UPLOADED ON OR BEFORE WEEK 20)
MOTION: EX PARTE OR NOTICE
Content:
Ø The heading of the court
Ø Suit No.
Ø Name of parties and their
designation
Ø The type of motion either “motion
ex parte or motion on notice
Ø The title of the application
Ø Order or rule under which it is
brought
Ø Body: “TAKE NOTICE that - - - -
Ø The relief sought
Ø Omnibus prayer
Ø Date of the application
Ø Signature: Name and address of
Applicant or his counsel
Ø Address for service where it is
Motion on Notice.
PROCESSING AND HEARING OF MOTIONS
Ø Unless the MOTION IS EX-PARTE, it
must be served personally on the party or a service on a party’s counsel is
deemed proper service. O. 7 R.19 & 20 of the High Court of the
FCT Rules 2004.
Ø A motion must be SERVED WITHIN 5
DAYS of filing and there must be 2 CLEAR DAYS from service and hearing of the
motion– Order 39 Rule 3 Lagos, Order 7
Rule 18 Abuja.
Ø A party who wishes to oppose the
application SHALL WITHIN 7 DAYS OF SERVICE of such application on him, file his
write e.g. address companied with a counter affidavit.
Ø A motion (i.e. application) must
be supported by affidavit accompanied by a written address in support.
Ø A motion ex-parte for an interim
Order of injunction heard unless a motion on notice has been filed -ORDER 7 RULE 7 (3) ABUJA.
Ø A motion should be supported by
an affidavit stating the facts upon which the person bringing the motion relies.
ORDER 39 RULE 1(1) LAGOS; ORDER 7 RULE
21 ABUJA.
Ø Where service of a motion is
required, it must be served together with all the affidavits on which the party
relies.
STEPS TO TAKE TO MOVE A MOTION
Ø announce intention to move the application
Ø after the court ascertains the
service of the motion and readiness of the parties, the court grants the
application, the approval to move
Ø moving as per the terms of the
motions (when the motion is not contentious)
Ø moving a contentious motion;
·
identify
the application
·
identify
the order sought
·
the
supporting Affidavit- PLACE RELIANCE
·
Exhibits-
PLACE RELIANCE
·
The
written Address- ADOPTION
·
Move
and urge court to grant the orders sought.
HOW TO MOVE A MOTION IN COURT
Before
this honorable court is an application brought by motion on notice for______
with motion no___dated the _____day of ___2013 and filed______ the motion is
brought pursuant to ______and under the inherent jurisdiction of this court. My
Lord,we seek the following RELIEFS(read out reliefs). My lord, our motion is
supported by a10 paragraph affidavit sworn to by ____________We rely on all the
paragraphs of the affidavit particularly paragraphs 4-9. Accompanying the
affidavit are ___ exhibits marked___. In
compliance with the rules of court, We have also filed a written address dated
and filed ____ in support of our application.We wish to adopt same as our oral
argument
We humbly pray this honourable court to
grant our application. We hereby move as per the term of this application.
ON COMPETING MOTIONS
The
order of hearing of two motions in court was laid down in NALSA & TEAM ASSOCIATES VS. NNPC: the court held that it a
settled proposition that where there are two motions, one seeking to terminate
the proceedings on grounds of irregularity and the other seeking to regularize
the irregularity, the latter shall be heard first. The latter will save the
matter before the one. This was affirmed in
LONG-JOHN V BLAKK & ORS; the court stated that when motion seekd to
dismiss the appeal for failure to file the appellant brief and the other seek
for extension with which the brief should be filled, the one seeking for
extention of time would be heard first.
However,
I believe that we should take note of the decision in DANA IMPEX LTD & ANOR V ADEROTOYE (2005) were the court held
that it is trite that whenever the question of jurisdiction of a court is
raised, it must be decided and settled first in one way or the other before
other questions or issues in the case are treated or determined.
AFFIDAVIT (PLEASE READ YOUR
EVIDENCE ACT ON AFFIDAVIT S.107-120)
IN JOSIEN HOLDINGS LIMITED &
ORS V LORNAMEAD LTD & ANOR: The
court defined an AFFIDAVIT to mean a statement of fact which the maker or
deponent swears to be true to the best of his knowledge, information or belief.
The court stated that it must contain;
·
Only
facts which the deponent has personal knowledge or
·
Information
which he believes to be true and in this instance he must state; the grounds of
his belief and state the name and full particulars of his informant.
·
No
legal arguments, conclusion or other extraneous maters must be included.
The
court went further and said that any paragraph of an affidavit which offends
against any of the aforementioned may be struck out by the court, but if it is
not struck out then the court should not attach any weight on it.
FOR THE PURPOSE OF DRAFTING AN
AFFIDAVIT
S.
115 of the Evidence Act 2011
1.
Heading of the Court
2.
Suit No.
3.
Parties
4.
Title of the affidavit
5.
Introductory part containing the name and particulars of the deponent
6.
The body of the affidavit to be in numbered paragraphs. State facts only either
of personal knowledge or from information believed to be true. VII .Attach
exhibits if need be
7.
Oath clause
8.
Signature of deponent
9.
Attestation by a Commissioner of oaths
Furthermore,
an affidavit should not contain;
·
Objection
·
Opinion
·
Prayer
·
Legal
Argument
·
Conclusion………OOPLC.
SEE SECTION 115 EVIDENC ACT AND BAMAYI V
STATE.
COUNTER AFFIDAVIT
This
is filed by the Respondent to
1.
Controvert or deny the facts deposed to in the Affidavit by the Applicant.
2.
Introduce new facts or issue
WHEN A COUNTER AFFIDAVIT NEED NOT
BE FILED
However,
a Respondent may decide not to file a Counter Affidavit in opposition if:
1.
He opposes on points of Law, can only file his Written Address
2.
He intends to rely on a document before the Court
3.
If there are conflicting averments in the Affidavit
4.
When facts deposed by applicant are true
5.
The facts stated in the Affidavit are not enough to grant the prayer sought by
the Applicant.
INJUNCTIONS
·
INTERIM
·
INTERLOCUTORY
·
ANTON PILLAR
·
MAREVA.
·
Interpleader Summons
INTERIM INJUNCTION
RULE1:
The duration of the order is 7 DAYS in Lagos and 14 DAYS in Abuja.
Order
39 Rule 3 Lagos
Order
7 Rule 12 Abuja.
RULE
2: AN AFFIDAVIT OF URGENCY is to be filed in addition to the affidavit of facts
for interim injunction together with written address.
PROCEDURE:
Applied
for by Motion Ex parte supported with an affidavit and a written address.
It
must be filed along with a motion on Notice for Interlocutory injunction.-
O.
39 R. 3 of the High Court of Lagos Rules 2012
O. 7 R. 7 of the High Court of the FCT Rules
2004.
INTERLOCUTORY INJUNCTION
PROCEDURE:
It
is applied for by Motion on Notice supported with an affidavit and Written
address.
CONDITIONS FOR THE GRANT OF
INTERIM AND INTERLOCUTORY INJUCTION
IN OBEYA MEMORIAL V.AGF
Ø Existence of a Legal Right
Ø Substantial Issues to be tried
Ø Balance of Convenience
Ø Irreparable Damages
Ø Conduct of the parties
Ø Existence of Alternative Remedies
Ø Undertaking As to Damages
Ø For Interim- URGENCY
MAREVA INJUNCTION
IN MAREVA COMPANIES NAVIERA SA V INTERNATIONAL
BLUKEARARRIERS SA (1980);
The court laid down
the principle that where a Plaintiff can show that a good arguable claim to be
entitled to money from a defendant and there is a real risk that the defendant
will move assets from the jurisdiction or dispose of them so as to render them
unavailable or traceable, the court may grant an injunction to restrain the
defendant from the disposing off the assets or removing them from jurisdiction.
PROCEDURE: MOTION ON EX PARTE WITH
AN AFFIDAVIT AND WRITTEN ADDRESS.
Your Affidavit in support of the
motion should disclose the following facts:
1.
The particulars of the property to be attached or removed by the Respondent.
2.
The estimation of the assets in monetary terms
3.
Full disclosure of the facts giving rise to the application
4.
Security or undertaken given for any damages arising from the grant of the
application
5.
A real belief that the properties/assets of the Respondent are been dissipated
or removed from the jurisdiction of the Court.
In AKINGBOLA V THE CHAIRMAN,
ECONOMIC AND FINANCIAL CRIMES COMMISSION (2012) LPELR-8404, ATC LTD V NNPC
(2005) 1 NWLR (PT.937) 563,
the grounds for the grant of an order of Mareva Injunction were stated to be;
•
That he has a cause of action against the defendant which is justiciable in the
jurisdiction of the state or under common law
•
That there is a real and imminent risk of the defendant removing his assets
from jurisdiction and thereby rendering nugatory any judgment which the
plaintiff may obtain.
•
That the applicant has made a full disclosure of all material facts relevant in
the application.
•
That he has given full particulars of the defendant’s assets within the court’s
jurisdiction.
•
That the balance of convenience is on the side of the applicant; and
•
That he is prepared to make an undertaking as to damages. SEE ALSO SOTIMINU V OCEAN STEAM SHIPPING NIGERIA LTD
IN R.BENKY(NIG)LTD V CARDBURY: The court held that MAREVA
INJUNCTION is a security for judgment. It secures assets for execution of
anticipated judgment
ANTON PILLAR
IN ANTON PILAR KG V MANUFACTURING
PROCESS LIMITED (1976)
The
court described Anton Pillar to be a specie of Injunction granted where upon
application inter parties the party to enter upon the premises owned by another
party and inspect property kept there. It is an order commanding the Defendant
to accord the Plaintiff permission to inspect his premises breach of which
would be contempt.
PROCEDURE: EX PARTE APPLICATION,
OBTAINED IN CAMERA.
IN FERODO V UNIBROS STORES THE
CONDITION FOR IT GRANT ARE;
Ø
Strong
prima facie case that the subject matter is within Defendant possession
Ø
That
the defendant will destroy it if put on notice
Ø
Non-
granting the order will be detrimental to his case.
N.B • This is mostly frequently
applied in copyright actions.- S. 25 of the Copyright Act.
The applicant must be in the
company of a police officer not below the rank of Assistant Superintendent of
Police Asp to search the premises.
This motion/injunction is to be
made in the Federal High Court
ORDER 38 RULE 4 LAGOS,
ORDER 3 RULE 4 ABUJA.
INTERPLEADER SUMMONS
RULE:
ORDER 43 LAGOS ORDER 26 ABUJA. SECTION 34 OF THE SHERIFFS AND CIVIL PROCESS ACT
TYPES OF INTERPLEADER SUMMONS
ARE:
1.
Stakeholder (third party)
interpleader claimant to establish their claim: Where the applicant has not yet
been sued but suspects to be sued, the expectation must be well founded. DIPLOCK V. HAMMOND
2.
Sheriffs interpleader-The essence of
this proceeding is to determine whether the property belongs to the judgment
debtor or not. Nwekeson v. Onuigbo .
The
sheriff protects the third party from possible litigation from the judgment creditor
or the rival claimant. HOLMAN BROTHERS
NIG. LTD. V. COMPASS TRADING CO.
PROCEDURE FOR ITS APPLICATION:
ABUJA:
It
is commenced by an Originating Summons but if it is in a pending suit it will
be by a Motion on Notice. O. 26 R. 3(1)
of the High Court of the FCT Rules 2004.
LAGOS:
It
is commenced by originating Summons but if it is in a pending suit, it is by an
interpleader Summons.
CONDITIONS FOR THE GRANT OF THIS
APPLICATION O.26 R.4 (ABJ); ORDER 43 (2&3) LAG (VIP FOR EXAM PURPOSE)
1.
The applicant has no interest in the res or subject-matter except the cost for
his action
2.
The applicant has not colluded with any of the Claimants
3.
The applicant is ready to pay into Court the subject-matter of the dispute.
PROPERTY LAW PRACTICE
TOPIC: SALE OF LAND 2
N.B: PLS REFER TO OUR POST ON
WEDNESDAY.
ROOT OF TITLE
This
is a document of title which is sufficient in itself without any extrinsic
evidence to establish the title to the land. This shows if the vendor has a
valid right to sell the land and if it is unencumbered.
CONDITIONS-S.63 CA;S.88 PCL
The conditions to be satisfied for a document
to be a good root of title are as follows:
1.
It must transfer both the legal and equitable interest in the property
2.
It must clearly describe the property and extent of interest being conveyed
3.
It must clearly state the owner of the property
4.
It must not be subject to any higher interest over the property
5.
Nothing on the face of the title should cast doubt on its authenticity AKINDURO V. ALAYA
EXAMPLES OF DOCUMENTS WITH GOOD
ROOT
Ø Conveyance
Ø A legal mortgage
Ø Deed of gift
Ø Registered Title
Ø Court Vesting Order
BAD ROOT OF TITLE
Ø
A
license
Ø
A
Lease
Ø
Equitable
Mortgage
Ø
Power
of Attorney
Ø
Contract
of Sale of Land.
POSER: IS THE CERTIFICATE OF
OCCUPANCY A GOOD ROOT OF TITLE?
Generally, a Certificate of
Occupancy is not a good root of title, pursuant to Section 9(1) Land Use Act a
Certificate of Occupancy granted to a holder of a right of occupancy is not a
good root of title.
The court in OGENLEYE V ONI describes a Certificate of Occupancy as a prima
facie evidence and raises a presumption that the holder has a right of occupancy
over the land in dispute, but this presumption is rebuttable because it can be
displaced by evidence of a better title than the Certificate of Occupancy.
However, there are instances
where it can be a good title;
a. It is granted in respect of a
deemed grant under section 34 of the Lands Use Act
b. There is any other thing to
prove title e.g. long possession
c. When it is a state grant or a
Statutory right of Occupancy
In conclusion, the general rule
is that Certificate of Occupancy is not a good root of title, but from the
aforementioned exceptions it can assume a good root title.
N.B.
The following things usually signify completion;
Ø
Payment
of the balance of the purchase price following the initial deposit
Ø
Execution
of the formal conveyance by the parties’
Ø
Handling
over of the title deeds and other documents by the vendor to the purchaser
Ø
Taking
over possession of the property by the purchaser
Ø
Vesting of the legal estate in the purchase
COMPLETION STATEMENT
This will be made by the Vendors
solicitor. It content are;
Ø
The
exact amount outstanding
Ø
The
exact date of taking possession
Ø
A
schedule of documents to be delivered to the purchaser
Ø
The
solicitor charges
DOCUMENTS
TO BE GIVEN TO THE PURCHASER
Ø
Original
Title of Document
N.B:
Instances where the original documents may not be given are;
a)
Where
the documents relates to other property retained by the vendor
b)
Where
the documents relates to trust.
Ø
Receipts
of payment
Ø
Keys
to the property
Ø
3
years tax clearance certificate
Ø
Duly
executed deed of assignment. Etc….
POST- COMPLETION STAGE
Ø
Consent
of Governor
Ø
Stamping
Ø
Registration……………CSR
CONSNET OF GOVERNOR.. SEE S.22
LUA
DOCUMENTS
TO BE SUBMITTED FOR APPLICATION FOR CONSNET
1.
Application
for consent in prescribed form-(Land Form 1C (if the land is in Lagos)
2.
Tax
clearance certificate of both parties(3 YEARS preceding)
3.
Certified
true copy of vendors title documents
4.
6
copies of the executed deed of Assignment containing undertaking to pay GOVT
levies
5.
Receipts
of payment of;
a)
tenement
rate(developed)
b)
ground
rent ;stamp duties etc
c)
development
levy
d)
inspection;
charting and consent fees.
e)
Attach
copy of approved building plan(developed property)
6.
If
a company is any of the parties, the following documents must be attached:
a)
A
CTC of the Certificate of Incorporation of the company
b)
CTC
of the Memorandum of Association
c)
CTC
of the Particulars of Directors of the company
d)
Tax
clearance certificate of at least two directors
e)
Evidence
of PAYEE returns for its staff
f)
A
Resolution of the company approving the transaction
THE
EFFECTS OF A FAILURE TO OBTAIN GOVERNOR’S CONSENT ON LEGAL TRANSFER OF INTEREST
IN LAND ARE AS FOLLOWS:
1. The legal transfer of interest
is void but however the entire transaction is not void.- S. 22 of the Land Use
Act
2. The Assignee/ Mortgagee only
have an equitable interest on the property.
STAMPING
After, the governor consent the
solicitor must ensure that the stamp duties charged on the transaction is paid.
Section 23(iii) STAMP DUTIES ACT provides
that a penalty may be charged where the document is not stamped within 30 days
of execution. The
amount to be paid as stamp duty may be fixed fee or ad valorem charge (i.e.
based on the value of the transaction).
THE
STEPS TOWARDS STAMPING OF DOCUMENTS :
1.
Original
Document is delivered in triplicate to the stamp duties commissioner for
assessment.
2.
The
assessed duty is paid and receipt is issued
3.
The
instrument is impressed with a red-ink(stamp duty paid or duty stamped)
4.
The
rate of duty payable is between 2-3 % of the value of the transaction
THE EFFECTS OF A FAILURE TO PAY
THE STAMP DUTIES ON DOCUMENTS TO BE STAMPED ARE:
1)
The
document will not be acceptable for registration, S. 9 & 10 of the Land
Instrument Registration Law of the States.
2)
The
document is not admissible in evidence in Court
3)
There
will be payment as penalty for late stamping of the document-s.22 SDL
(Lagos);OGBATION V.REG.TRUSTEES CCCG
REGISTRATION
A conveyance is a registrable
instrument, must be done within 60 DAYS of execution in the states land
registry, where the deed is given a registration number.
THE
EFFECTS OF A FAILURE TO REGISTER SUCH TRANSFER OF LEGAL INTERESTS IN LAND ARE:
Ø
The
instrument cannot be pleaded in evidence to prove title-s.15 LIRL
Ø
It
has no priority over subsequent instruments registered over the same legal
transfer of interest-S.16 LIRL
Ø
It
does not serve as notice to third parties dealing on the same interest
Ø
Renders
instrument void-S.5 RTL;S.14 LIRL
SEE ONASHILE V.BARCLAYS BANK LTD
THE PROCEDURE FOR REGISTRATION
1)
Deliver
in duplicate,2 duly stamped and executed copies of original deeds to to the
deed registrar in the
2)
The
Registrar collects the deeds and registers it in the Register of Deeds on a
particular volume, on a particular page with a particular number
3)
An
endorsed copy of the original deed is given back to the Purchaser, while the
Counterpart is kept at the Registry. –AMADI V. ORISAKWE
4)
Two
copies of the original Deed dully executed and stamped are to be forwarded to
the Deed Registrar in the Lands Registry of the State
Ø
The
Registrar receives same
Ø
One
of the original Deed will be given back to the party carrying out the
registration while the other copy will be kept by the Registrar
SURVEY PLAN
N.B:
The submission of Survey Plan is compulsory in Lagos, but in other jurisdiction
it not compulsory. SEE S.9 LIRL/LRA
IN LAGOS: A survey plan signed by a licensed
surveyor must be attached to a conveyance for a proper and sufficient
description of the property to be assigned.
EFFECT OF NOT ATTACHING SURVEY
PLAN: The Registrar has the discretion to refuse to
accept the Deed for registration for not been attached with a survey plan.
EXCEPTIONS TO THIS RULE:
I.
When the Deed of Assignment to be registered referred to an earlier Deed which
contained a survey plan that is registered.
II.
Where there is a parcel clause or schedule containing the particulars of the
survey plan.
CORPORATE LAW
PRACTICE
TOPIC:
PREPARATION OF INCORPORATION DOCUMENTS.
N.B: PLS REFER TO OUR POST ON
SAMPLE DFRAT ON CORPORATE.
N.B There is a need to know the
difference between Steps to incorporate a company, Particulars of Information
for incorporation and the Documents for incorporation.
N.B:
One need to practice the filling of the forms and it is very important to fill
everything in the Form in BAR FINAL EXAM.
N.B:
We cannot understand this course if we don’t read our CAMA, so let CAMA be your
ALPHA and OMEGA while reading CORPORATE
PART A OF CAMA
- DOCUMENTS FOR INCORPORATION SEE SECTION 35
CAMA and REGULATION 23 COMPANIES REGULATIONS
Ø Form of approval of name]
Ø Duly completed sets of incorporation
forms
·
FORM
CAC 2 -Statement of share capital and Return
of Allotment.
·
FORM
CAC 3 -Notice of Situation/Change of
Registered Address
·
FORM
CAC 4 -Declaration of compliance with the
requirements of CAMA. This must be
completed by a legal Practitioner and sworn to at the High Court Registry.
·
FORM
2.1 Particulars of Secretary of the company.
This is optional at the stage of incorporation. It must not be filed at Registration, because
it is not among the documents listed in S. 35 CAMA.
·
FORM
CAC 7 Particulars of persons who are the
First Director.
Ø Photocopy of information page of
international passport or national identity card for each director and
subscriber
Ø Memorandum and Articles of
Association (2 printed and signed copies duly stamped at stamp Duties Office –
FIRS)
Ø Original receipts of registration
fees, stamp duties and compliance oath.
Ø Any other Document required by
any other law/Regulation e.g. License to operate issued by relevant regulatory
bodies or Qualifying Certificate of Directors.-
STEPS TAKEN TO REGISTER A NEW COMPANY
1. Taking instruction and
advising on the choice of suitable business or non-business organization to
form and register.
2. Conducting search for
reservation of name.
3. Preparing registration
document or statutory forms and publication of trusties notification for
objection for incorporated trusties.
4. Stamping of two copies of
incorporation documents i.e. Memorandum and Articles of Association and
Statement of authorized share capital (form CAC2) (for LTD, PLC, UNLTD).
5. Applying to obtain consent of
Attorney General of the Federation for LTD/GTE.
6. Filing of incorporation or
registration document at CAC.
7. Obtaining certificate of
incorporation or registration and certified true copies (CTC) of other
documents from CAC.
PARTICULARS OF INFORMATION NEEDED
FOR INCORPORATION
Ø Particulars of
client-name/address/age/occupation
Ø Two proposed names of the
company, one most preferred name and an alternative name
Ø Place of the business
Ø Particulars of subscribers of the
shares of the company
Ø Particulars and nationality of the proposed Directors and
secretary
Ø Qualification of secretaries
Ø Objects/ business of the company
Ø Amount of share capital of the
company
Ø Extent of liability of its members
Ø Particulars of information to
prepare the Articles of Association of the company
Ø Sphere of the business
Ø Type of proposed company
Ø Classes of shares envisaged
Ø Share capital distribution ratio
Ø Number of members
Ø Ages of the persons forming the
company.
Ø Control and management of the
company
Ø Particulars of any known legal
disability
Ø Would the shares be offered to
the public for subscription?
Ø Details of any pre incorporation
contracts
Ø Filing fees and professional fees
PART B: REGISTRATION OF BUSINESS
NAME. SECTION 573, 574 CAMA AND REGULATION 54
DOCUMENTS
1)
FORM
CAC/BN/I Application for Registration of Business Name.
2)
FORM
CAC 1Availability check and Reservation of Name(60 days)
3)
Two passport photographs of the
proprietors/partners
4)
Tax
clearance certificate of the proprietors
5)
Evidence of change of name of the proprietor
where there was a change of name
6)
Evidence
of proficiency
7)
Where
corporate partner is involved, certificate of incorporation
SPECIFIC
INSTRUCTIONS TO TAKE FOR THE REGISTRATION OF BUSINESS NAME:
1)
Proposed
Business Name and Alternative Name to be reserved for 60 days.
2)
Nature of the business.
3)
Full
address of the principal place of business and the branches.
4)
Obtain
certificate of Proficiency from proprietors in the relevant field if the
business is for professional services.
5)
Obtain
date of commencement of business (ensure Registration is completed within 28
days of commencing business).
6)
Filing
fees
7)
Professional
fees
8)
Where
client is an individual
Ø
Full
particulars of proprietors.(name, former names and surnames, sex,age,nationality,residentialaddress,city
,state,occupation,signature)
Ø
Obtain
two passports from each of the proprietor/partners.
Ø
Obtain
evidence of change of name of any proprietor especially if a married woman
9)
Where
client is a corporate partner
Ø
Particulars
of corporation(corporate name/RC NO/SEAL, Cert. of incorporation)
Ø
Attestation
Ø
Financial
statement
Ø
Turnover
Ø
Net
asset
10) Where client is a firm
Ø
Full
particulars of partners(age/gender/nationality/address of each partner, etc)
Ø
Two
passport photographs from partners
11) If minor is to be involved as
partner, ensure that his signature is counter signed by a Magistrate, Legal
Practitioners or Police Officer not below the rank of Assistant Superintendent
of Police (ASP).
FOR
THE PURPOSE OF BAR FINAL
SPECIFIC
INSTRUCTIONS TO TAKE IN PREPARATION OF PARTNERSHIP AGREEMENT.
1.
Parties
2.
Commencement
3.
Place
of business
4.
Name
of business
5.
Nature
of business
6.
Capital Contribution of partners
7.
Profit
and Loss sharing
8.
Remuneration
/salary of partners
9.
Accounts
10. Suspension and expulsion of
partners
11. Admission of new partners
12. Duration
13. Retirement
14. Power, rights and duties
15. Dissolution of the partnership
16. Dispute resolution mechanisms
PART
C: INCORPORATED TRUSTEE SEE SECTION 591-596 CAMA AND REGULATION 65.
PROCEDURE
FOR THE INCORPORATION OF INCORPORATED TRUSTEES
1.
Complete
application Form CAC/IT/01 to be submitted in triplicate
2.
Formal
application letter for registration written and duly signed by either
Ø
The
chairman and Secretary
Ø
Solicitor
3.
Attach
the following documents to the Form in 1:
Ø
Form
CAC I- Availability check and reservation of name with the name stated as
“Incorporated Trustees of …”
Ø
Copy
of the resolution adopting the special clause into the constitution signed by
the chairman and secretary.
Ø
Two
printed copies of the Constitution of the organization
Ø
Drawing
or Impression of the proposed common seal of the body.
Ø
Evidence
of ownership of land or an undertaking in lieu to own a land within two years
of incorporation.
Ø
Cuts
of the original Newspapers advertisement in three national dailies calling for
objections to the registration of the Assoc. within 28 days.
Ø
Two
passport photographs each of the Trustees attached to the Trustee’s Declaration
Form sworn to at the High Court with receipt attached.
Ø
Copy
of the extract of the minutes of the meeting where the Trustees were appointed,
having list of members present
Ø
Trustees
Declaration Form duly sworn to by each trustees the High Court, conforming that
the trustees were not disqualified from acting as Trustees pursuant to S.591 –
592 CAMA.
Ø
Letter
authorizing the solicitor to incorporate.
Ø
Payment
of filing fee of NGN 20,000
Ø
Any
other document of proficiency.
PARTICULARS OF INSTRUCTION NEEDED
IN THE INCORPORATION OF AN ASSOCIATION/NGOS UNDER PART C OF CAMA.
Ø
Name
of the proposed body or organization.
Ø
Registered
office address
Ø
The
aims and objectives of the body.
Ø
Full
Names, permanent address, occupation, number and ages of the trustees.
Ø
Name
of chairman and secretaries with their telephone numbers
Ø
The
constitution of the proposed association setting out the following
a.
Governing
body
b.
Quorum
required
c.
Sources
of income
d.
Amendment
of the constitution
e.
Powers,
duties and tenure of office of Trustees.
f.
Matters
relating to meetings i.e. types of meetings and rules of proceedings.
g.
Procedure
for disbursement of funds and accounting policies.
h.
Special
clause to be inserted in the constitution in respect of distribution of profit
in event of dissolution.
Ø
Obtain
and enclose the following
a)
Two
passport photographs from each trustee and copies of their ID card
b)
Details
of current and past affiliation with existing organizations.
c)
Evidence
of land ownership or undertaking in lieu.
d)
Evidence
of Publication of 28 days notice in 3
Newspapers calling for objections/reactions from members of the Public.
e)
Impression
or drawing of common seal
f)
Affidavit
of non -disqualification of trustees under s.592CAMA
g)
Details
of current and past affiliation with any existing organization
h)
Extract
of the minutes of the meeting where the Trustees were appointed.
i)
Formal
letter of authority from the members of the organization to enable CAC receive and
accept the processing of the incorporation from the person.
j)
Filing
fees
Ø
Professional
fees
ARTICLE OF
ASSOCIATION: READ SECTION 34 CAMA
MEMORANDUM OF
ASSOCIATION: READ SECTION 27 CAMA
CHECK THE 1ST
SCHEDULE OF YOUR CAMA FOR SAMPLE DRAFT.
MASTER ALL THE
CLAUSES IN AN ARTICLE OF ASSOCIATION
CONTENTS
OF THE ARTICLES OF ASSOCIATION OF A PRIVATE COMPANY LIMITED BY SHARES ’’LTD.’’
i.
Interpretation
ii.
Classes
of shares in the company
iii.
Restriction
on the transfer of shares of the company
iv.
Pre-emptive
rights of shareholders of the company
v.
Alteration
of capital
vi.
Meetings
vii.
Voting
and voting rights
viii.
The
common seal
ix.
Subscription
box
x.
Date
xi.
attestation
CONTENTS
OF A MEMORANDUM OF ASSOCIATION
Ø
Name
clause
Ø
Registered
office clause
Ø
Business
/object clause
Ø
Status/type
clause
Ø
Liability
clause
Ø
Share
capital clause
Ø
Subscription
clause
Ø
Subscription
box
Ø
Attestation
clause………….
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Ø
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