CAMA 2020 UPDATES

President Mohammed Buhari in 2020 assented to the proposed CAMA bill.

Introduction to the Changes brought by the New Cama 2020.

1. ACQUISITIONS: Under section 22 CAMA 2020, the new law introduced right of first offer for the acquisition of shares of a company to existing members of a company.,” It  is prohibited (Although subject to the provisions of article of association of a company) for a member of a private company to transfer shares of a company to a non-member without first offering the said shares to the existing members of that company. This could be a slight departure from the 1990 CAMA ACT,on restriction of transfer of a private company shares, there was no incidence of right of first offer.

•  Sale of Shares and Sale of Assets of a Company : A company cannot, without the approval of all its  shareholders sell companies assets having a value of more than fifty percent of the total assets of the company.

Also a shareholder or group of shareholders, acting in concert, cannot agree to sell more than fifty percent of the shares of the company to a non-shareholder without such non-shareholder agreeing to buy the shares of other existing share holders on the same terms.

Single Directors: Accordingly section 271 of CAMA 2020 now permits small company to have a single director, so by this, the requirement of having minimum of two directors under the OLD CAMA, iss no longer the law.

A small company is a company with share capital not more than a million shares.

more to follow….