A business has been trading for years on a name nobody registered. Two partners who never wrote anything down now disagree about what was agreed. A contract has been performed and the other side is refusing to pay on the strength of a clause nobody read closely at signature. Or a company has simply not filed anything at the Corporate Affairs Commission since incorporation and now needs to prove it is in good standing.
The law
What the law provides
The Companies and Allied Matters Act 2020 governs the incorporation, operation and winding up of companies, the registration of business names, and the incorporation of trustees. It made significant changes to the previous position — among them the single- member private company, the abolition of the requirement for authorised share capital in favour of minimum issued share capital, provision for limited liability partnerships, and exemption from the audit requirement for certain small companies.
The Act also imposes continuing obligations that are widely overlooked: filing of annual returns, maintenance of statutory registers, and the keeping of a register of persons with significant control. Default carries consequences that surface at exactly the wrong moment — when a bank, a counterparty or a public body asks for evidence of good standing.
A commercial contract is governed by the terms the parties agreed and by the general law of contract. Where terms are recorded in a document, the courts will ordinarily hold the parties to what the document says. Where nothing was recorded, the exercise becomes one of proving what was agreed by evidence, which is slower, more expensive, and less certain — which is the practical argument for writing things down.
Businesses in Benue State also operate within a regulatory frame that varies by sector and includes state and local government requirements as well as federal ones.
The process
What happens in practice
On the transactional side, the work is documentary. Incorporation and post-incorporation filings are made through the Corporate Affairs Commission registration portal. Company secretarial work — resolutions, changes of directors or shareholding, registered office, increase in issued share capital — proceeds by filing the prescribed forms with the supporting resolutions.
Contract work begins with what the parties actually intend commercially, which is frequently not what the draft in front of them says. The terms that matter most in dispute are usually the least discussed at signature: payment and its triggers, termination, limitation of liability, governing law, and how disputes are to be resolved.
Where a commercial dispute arises, the first step is to establish what the documents support. Many contracts contain an agreed dispute resolution mechanism — negotiation, mediation or arbitration — and where they do, that mechanism ordinarily has to be followed. Arbitration in Nigeria is governed by the Arbitration and Mediation Act 2023. Where litigation is the route, proceedings are commenced in the High Court of Benue State or such other court as has jurisdiction over the subject matter and parties.
Our role
How the firm acts
We incorporate companies, register business names and incorporate trustees, and carry out post-incorporation and annual filings at the Corporate Affairs Commission. We prepare constitutional documents, shareholders' and partnership agreements, board and shareholder resolutions, and maintain statutory registers.
We draft and review commercial contracts — supply, distribution, services, tenancy, employment and joint venture — and advise on the terms that determine the position if the relationship fails. Where a dispute arises, we advise on the mechanism the contract requires, and act in negotiation, arbitration and litigation as the matter requires.
Questions
Questions clients commonly ask
Business name or limited company — which do we need?
A business name registration records the name under which a person or persons trade; it does not create a separate legal person, so the proprietors remain personally liable. A limited company is a separate legal person with liability limited to the amount unpaid on its shares. The answer depends on liability exposure, how the business will be funded, and who it intends to contract with.
We have not filed annual returns for several years. What happens?
The obligation continues and the default accumulates. It typically surfaces when evidence of good standing is required by a bank, a counterparty or a public body. Outstanding returns can generally be brought up to date, and it is far better done before the moment the evidence is needed.
Is a verbal agreement enforceable?
Many verbal agreements are enforceable in principle, but the difficulty is proof. Without a document, the terms have to be established by evidence, which is slower, more expensive and less certain. Certain agreements are also required by law to be in writing.
What is a register of persons with significant control?
CAMA 2020 requires companies to keep a register of persons who hold significant control over the company and to notify the Corporate Affairs Commission. It is a continuing obligation, not a one-off filing at incorporation.
Our contract says disputes go to arbitration. Can we still sue?
Where the parties have agreed to arbitrate, that agreement will ordinarily be given effect, and a court asked to hear a claim covered by it may stay the proceedings. The starting point is always the wording of the clause and what it actually covers.
Please do not send confidential or sensitive information through this website. Contacting the firm does not create a lawyer–client relationship, and no such relationship exists until the firm has confirmed in writing that it is able to act for you.