Credits –
people who have incorporated companies in Nigeria sometimes don’t know the
steps to take after incorporation. Many do not know if they are required to
file returns or even how to go about their tax registrations and payments. Via
this blog, I will be sharing post incorporation obligations for company owners
as it relates to the Corporate Affairs Commission (CAC) and on subsequent posts
share tax obligations for every new and existing company registered under the
Companies and Allied Matters Act.
note that these post incorporation obligations are in line with the provisions
of Companies and Allied Matters Act (CAMA).

Every company must keep a
register of its members as provided for under Section 83 (1) – (5) and Section
84 (1) – (4).
Every company having more
than 50 members must keep an index of its members except the register is in
such a form as to constitute an index. Section 85 CAMA.


Section 97 states that all
public companies shall keep a register of interest in shares.
Every public company shall
within a period of 6 months from the date of its incorporation hold a general
meeting of the members of the company as stated in Section 211 CAMA.
Every company shall in
each year hold a general meeting as its annual general meeting in addition to
any other meetings held in that year and shall specify such in the notice
calling it as stated in Section 213 (1) CAMA. It should be noted that not more
than 15 months must elapse between one general meeting and the next.
Every company shall cause
minutes of all proceedings of meetings as provided for under Section 241(1) –
(4) to be entered in books for that purpose. 
Credit –
By virtue of the
provisions of Section 246(2) CAMA, any company whose number of directors falls
below two, shall within one month of its so falling appoint new directors and
it shall not carry on business after the expiration of one month, unless such
new directors are appointed.
The company directors must
have their first meeting not later than 6 months after incorporation as stated
in Section 263 CAMA. 
Every company shall keep
at its registered office, register of its directors and secretaries by virtue
of Section 292(1)CAMA. 
10. Every company must have a
company secretary as stated in Section 293(1). 
11. Every company shall, at least once in every
year make and deliver to the commission an annual return in the form containing
the matters specified in Sections 371, 372 or 373 of the Act as may be
applicable. Provided that accompany need not make a return under the Section
either in the year of its incorporation or if not required by Section 213 of
the Act or hold an annual general meeting during the following year, in that


12.  Any change in the
registered Head Office address of the company must be given to the commission
within fourteen days of such a change as provided for under Section 547(2)
13.   Every company after
incorporation shall paint or affix its name and registration number on the
outside of every office which it carries on business. Section 548(1) CAMA.
14. Every banking company or insurance company or
benefit society shall before it commences business and also in the first Monday
in February and first Tuesday in August in every year during which it carries
on business submit to the commission a statement in the form, in schedule 14 to
the Act. 
aforementioned obligations are however not exhaustive, as the CAC issues
various regulations from time to time. However, it is important that every
company appoints a company secretary whose duty will be to ensure compliance
with the CAC rules and regulations.
Onibokun Esq,




Credits –
 You will recall
that a number of months ago, the legal battle between the Nigerian government
and Senator Buruji Kashamu on the application by the United States to have
Senator Buruji extradited to the U.S was well reported in the news.
 The application was
possible because Nigeria is a signatory to several extradition treaties with
other countries. Examples of such countries are South Africa, Liberia, the United
States of America, the United Arab Emirates and the United Kingdom.  The enabling law that allows the country enter
into such agreements is the Extradition Act, Chapter E25, Laws of the
Federation of Nigeria (LFN) 2004
. The Act also becomes applicable to any
country that enters such an agreement with Nigeria.

 The Black’s law
dictionary, 10th Edition, defines Extradition as the official
surrender of an alleged criminal by one state or country to another having
jurisdiction over the crime charged; the return of a fugitive from justice,
regardless of consent, by the authorities where the fugitive is found.
 It’s however not
every time an application for extradition is made that it is granted, for
instance the United Kingdom refused to grant an extradition application to have
James Ibori return to serve the rest of his prison sentence in Nigeria. Also,
Nigeria can deny any of such applications on certain grounds which include, if
the Attorney – General or a court is satisfied that;
The offence for which the fugitive is sought is of a
political nature. Section 3(1). 
The extradition application was made for the purpose
of punishing or prosecuting the fugitive on account of his race, religion,
nationality or political opinions or otherwise not made in the interest of
justice or good faith, Section 3(2);
The nature of the offence is trivial, Section 3
The passage of time since the commission of the crime
Section 3(3)(b);
The fugitive criminal has been convicted or acquitted
of that offence before;
Is charged with an offence which under Nigerian law is
not an offence whereby his surrender is sought.
 Such application
for extradition by virtue of Section 6 is made by a diplomatic representative
or consular officer of that country which is applying to the Attorney-General
of Nigeria in writing also including with the application a duly authenticated
warrant of arrest or certificate of conviction issued in that country. The
Attorney – General will thus signify to a Magistrate to issue a warrant for the
arrest of the fugitive criminal.
AdedunmadeOnibokun, Esq.


Photo Credits-

As we look back to the
celebration of the World’s AIDS day on 1/12/2015 and as we sympathize with
Charlie Sheen who recently disclosed his HIV status, there is an issue which I
believe must be very instructional to us. 
What happens if a person
who is infected with HIV has unprotected sexual intercourse with another
without disclosing his/her status. Should this act be considered as a crime? 

In 2014, there were over
three million people living with HIV in Nigeria according UNAIDS and regarding
the aggressive nature of the virus and lack of a downright cure, not to mention
the mental and emotional stress that comes from being diagnosed with HIV, I
believe it must be classified as a crime to intentionally inflict another with
such turmoil, especially if same could have been prevented. Isn’t it time we
had legislation to prohibit this?
In the United State, Charlie
Sheen, the famous Hollywood actor may be prosecuted in court for the act of
“willful exposure” because he may have had unprotected sexual relations without
informing them of his status. The law in California is clear that anyone with a
communicable disease who willfully exposes another is guilty. Basically, it is
a crime for someone to have unprotected sex when that person knows he or she is
infected with HIV without informing the other sex partner. 
This leads to the
question, how many people are going about willfully spreading communicable diseases
in Nigeria especially HIV? And what is the government framework in place to
prohibit or punish such an act? 
I will suggest that the
Nigerian Senate and respective House of Assemblies prepare a code on Health and
Safety which will provide to prohibit such willful acts of exposure to HIV and
other communicable diseases the transmission of which is a threat to public
health and safety. 
For instance, by virtue of
the California Health and Safety Code 120290: Willful Exposure to Infectious
Diseases, it is a misdemeanor for you to willfully expose yourself to another
person if you are afflicted with a disease that is contagious, infectious or
communicable, or to willfully expose another person who is afflicted with a
disease to another person. The crime does not require that you intended to
infect another person. All that is required is that you willfully engage in
activity that you knew or reasonably should have known there was a risk that
you could spread the disease to the alleged victim. 
I believe Nigeria is in
need of such a provision in our law and same must be passed as soon as
possible.  If you believe same, why not
put a proposal through to your representative at the State and Federal levels. 



Credits –
landlord has an unfettered legal right to terminate a tenancy upon giving
adequate notice. This is because the property is his and he can at any time
retrieve it subject to the conditions of the tenancy agreement. Once he abides
by the provisions of the tenancy agreement, the tenant has no choice than to
vacate possession. If the tenant refuses to quit, a court of law can, on an
action by the landlord, force him out of the premises. 
Landlords and Tenants have been mixed up in endless court battles and rigorous
negotiations and/or arguments over notices to quit. The arguments of many
tenants have been that the notices are invalid or not properly served while
Landlords believe otherwise. This is a quick attempt to clear the air on the

order to recover possession of his premises, a landlord must determine the
tenancy, by service on the tenant of the appropriate notice to quit depending
on the type of tenancy. 
tenancy agreements provide for the length of notices and must be strictly
adhered to when it does, however Section
of the Lagos State Rent Control
and Recovery of Residential Premises
law states that –
    1. Where there is no express
stipulation as to the notice to be given by either party to determine the
tenancy, the following periods of time shall be given –
In the case of a tenancy
at will or a weekly tenancy, a week’s notice.
In the case of a monthly
tenancy, a month’s notice;
In the case of a yearly
tenancy, half a year’s notice. 
the determination of the tenancy, the tenant should be served with the
statutory 7 days’ notice of the landlord’s intention to recover possession of
the premises. Thereafter, the action can be filed in court. It should be noted
that service of valid quit notices is a precondition for the recovery of
possession by the Landlord. 
is settledthat a notice to quit in order to be effective ought to determine the
tenancy at the end of the current term of the tenancy as illustrated in the
case of African Petroleum Ltd. V.
Owodunni (1991) 8 NWLR (Pt 210) 391
. For instance, a notice of six months
is necessary to determine a yearly tenancy and such notice must terminate the
tenancy at the end of the current term of the tenancy. Thus any notice given to
end at the middle of the term of the tenancy will be invalid. This was
illustrated in Akpokiniovo V. Air
Liquide Nigeria Plc (2012) LPELR – 9582(CA). 
a tenant for a fixed term refuses at the expiration of his tenancy to vacate
possession and wrongfully, that is, without the consent
of the landlord, continues in possession, he would be a tenant at sufferance.
This arises where a tenant at sufferance, holds over without the landlord’s
assent or dissent. What is important to note is that, if a notice to quit does
not follow the stipulated time prescribed by law, it is not valid.


The public health of a society or community
is very important to the general welfare of everyone in that society or community.
A good example that depicts the importance was the recent Ebola outbreak in
certain African countries, if you followed the news and updates from neighboring
countries who were worst hit by the virus, you must have observed their
respective governments instituting policies and measures to control the
breakout such as issuing directives that certain areas be quarantined and
placing curfews to prevent movement and spread of the virus. Such instances show
how important governments work hard to ensure the health of its citizenry is
protected and you will always find an abundance of laws which aim to punish and
prevent exposing the public to health hazards, for instance the Nigerian
Criminal Code Act. 

Section 243 of the Act provides that –

  • Any person who sells, as food or drink, or
    has in his possession with intent to sell it as food or drink, any article which
    has been rendered or has become noxious, or is in a state unfit for food and
    drink, knowing or having reason to believe that the same is noxious as food or
    drink, or is in a state unfit for food or drink is guilty of a misdemeanor, and
    is liable to imprisonment for one year. Examples of these are merchants who
    sell expired drugs and food items.    
  • Any
    person who adulterates any article of food or drink, so as to make such article
    noxious as food or drink, intending to sell such articles as food or drink is
    guilty of a misdemeanor, and is liable to imprisonment for one year.
  • Also, anyone who with intention to sell or
    provide for public consumption any carcass of any animal which has died of any
    disease is guilty of a misdemeanor and is liable to imprisonment for one year
    (Section 244). 
  • Furthermore, anyone who corrupts or fouls water from any spring,
    stream or river which renders it less fit for the purpose for which it is
    ordinarily used is guilty of a misdemeanor, and is liable to imprisonment for
    six months (Section 245). 
  • It is also a misdemeanor to bury a corpse in a house
    without the consent of the President or Governor and such person is liable to
    imprisonment for 6 months.
It should be noted that anyone who vitiates
the atmosphere so as to make it noxious to the health of persons in general or
spreads any infectious disease dangerous to life is guilty of a misdemeanor and
liable to 6 months in prison.
Adedunmade Onibokun


If you have lived in Nigeria for
a while then you must know how religious Nigerians can be, a visit to a church
or mosque will prove same and before the introduction of Christianity and
Islam, indigenous Nigerians also had their gods which they worshipped. One more
thing about Nigerians is that the relics of the ideas behind our superstitions
still live among us. Don’t be surprised if a misfortune befalls a Nigerian you
know and such person begins to skabbash pray against evil spirits whom
he believes may be after him, the news have in the past been filled with
stories of people who attacked their relations and claim such relation was the
witch or wizard behind their misfortune. 
Anyway, Nigerians have been like this for a long time and even the law
recognizes that some people use charms and juju, that’s why the Criminal Code
provides for offences in relation to witchcraft and juju.  
Section 210 of the Criminal Code, Cap C38 of the Laws of the federal
Republic of Nigeria
provides that;

Any person who –
By his
statements or actions represents himself to be a witch or to have the power of
witchcraft; or
or threatens to accuse any person with being a witch or with having the power
of witchcraft; or
Makes or
sells or uses, or assists or takes part in making or selling or using, or has
in his possession or represents himself to be in possession of any juju, drug
or charm which is intended to be used or reported to possess the power to
prevent or delay any person from doing an act which such person has a legal
right to do, or to compel any person to do an act which such person has a legal
right to do, or to compel any person to do an act which such person has a legal
right to refrain from doing, or which is alleged or reported to possess the
power of causing any natural phenomenon or any diseases or epidemic; or
or controls or presides at or is present at or takes part in the worship or
invocation of any juju which is prohibited by an order of the President or the
governor of a state; or
Is in
possession of or has control over human remains which are used or are intended
to be used in connection with the worship of invocation of any juju; or
Makes or
uses or assists in making, or has in his possession anything whatsoever the
making, use or possession of which has been prohibited by an order as being or
believed to be associated with human sacrifice or other unlawful practice;
Is guilty of a misdemeanor, and is liable to
imprisonment for two years
Thus, if you
fly on a broom at night
persons who are identified as witches can be
prosecuted in the court of law. However, I am yet to witness anyone being
prosecuted under this law, I wonder if with the superstitious nature of
Nigerians any policeman will like to be the prosecutor or if the Judge will be
reluctant to take the matter in court. Who want make winsh come meet am for
.    Furthermore,
Section 213 states that-
Any person who – 
sells or keeps for sale or for hire or reward, any fetish or charm which is
pretended or reputed to possess power to protect burglars, robbers, thieves or
other malefactors, or to aid or assist in any way in the perpetration of any burglary,
housebreaking, robbery or theft, or in the perpetuation of any offence
whatsoever, or to prevent, hinder or delay the detection of or conviction for
any offence whatsoever; or 

Is found
having in his possession without lawful and reasonable excuse (the proof of
which excuse shall lie on such person) any such fetish or charm as aforesaid;Is guilty of a felony, and is liable on
imprisonment for five years.
 This relates to persons who use
charms to perpetuate criminal activities.
Adedunmade Onibokun
Adedunmade is legal practitioner
in Lagos, Nigeria. He holds a Masters in International Business Law from the
University of Bradford and published the law blog


 It was
a sunny Saturday afternoon, I was about 8 and mum was making lunch in the
kitchen while I watched T.V, the house was filled with aunts and uncles who had
come to visit and dad was playing host. Suddenly we heard the shouts from a
large crowd on the street and instinctively we all rushed out to find out what
was going on. Initially, it was hard to figure out what was happening in the
midst of all the people and their different excited voices until we were able
to see ahead to where the crowd had gathered around a middle aged man who was
stark naked, bleeding from different parts of his body and was seriously pleading
for his life, his face covered in tears/blood/sand/. 

quickly reaching me stated that the victim of this mob action had been accused
of stealing hence the inhuman treatment. He was paraded from one end of my street
to the other, accompanied by area boys wielding sticks, whips or whatever they
could get their hands on and not in the least hesitating to use it  on the victim’s bare skin. I wanted to follow
the mob but my parents were having none of it, I was directed to go into the
house and took position by the window trying to see what happened next. Eventually,
the mob moved from the front of our house and half-beat/half – dragged the
alleged thief with them. Later on I learnt the man was forced to drink a
mixture of cement and he was left by the road to die while his insides
solidified as the cement in his lungs and stomach choked him to death. That was
my first experience of mob justice and I still remember it after over 20 years. 

justice is when a large angry mob takes justice into their own hands and it
usually ends with someone getting beating to a pulp, paraded naked in public
and even set on fire or killed. It refers to a situation in which a large
disorganized crowd of people resort to violence and destruction in an attempt
to ensure fairness and equity for themselves without recourse to the
institutionalized public bodies entrusted with this responsibility. It’s a very
barbaric way of dispensing justice and should have no place among common folk.
justice is not however unique to Nigeria and it would be unfair to characterize
it as such. One infamous lynching in particular that really shocked the world
and helped to spark the civil rights movement in the United States was in
August 1955, when 14-year-old Emmett Till was beaten, his eyes gouged and shot
in the head. His body was then thrown in the Tallahatchie River with a 70-pound
cotton gin tied around his neck with barbed wire. His crime? Allegedly
whistling at a white woman.
Mob action
can be attributed to ineffective prosecution, a weak judicial system and
evidence of a culture of impunity. In addition, this judicial failure is prompting
the security agencies to join mob action through the shoot and kill policy.
Factors that contribute to the escalation of mob action include an
under-resourced police personnel, growing crime rate, poor police-civilian
relations as well as impatience on the part of people to wait for the law to
take its course.
justice or mob lynching is a crime and must be castigated.  Section 33(1) of the 1999 Constitution tells
us that “[E]very person has a right to life and no one shall be deprived
intentionally of his life, save in execution of the sentence of a court in
respect of a criminal offence of which he has been found guilty in Nigeria.” 
individual according to Section 34 of the Constitution is also entitled to
respect for the dignity of his person and no person shall be subject to torture
or inhuman or degrading treatment; neither shall any person be held in slavery
or servitude; and no person shall be required to perform forced or compulsory
labour.  Also, Section 36 of the Constitution provides that “every person shall be entitled to a fair hearing within a reasonable time by a court or other tribunal established by law and constituted in such manner as to secure its independence and impartiality. Mob justice is a violation of these rights, so also is torture by the
Nigerian police or any other member of the armed forces/security agencies that
use such ineffective tactics of investigation.
Section 315 of the Criminal code, Cap C38, LFN 
provides that “Any person who unlawfully kills another is guilty of an
offence called murder or manslaughter, according to the circumstances of the
case.” Setting a person on fire or beating a person to a pulp till they die in
the name of mob justice is cold blooded murder and punishable by law. Other elements
of crime involved in mob justice include: assault and battery as stated in
Sections 351-356. Chapter 54 also tells us that it is a criminal offence to
conspire with other persons to commit a crime. Grievous harm (i.e. “bodily hurt
which seriously or permanently injures health, or which is likely so to injure
health, or which extends to permanent disfigurement or to any permanent or
serious injury to any external or internal organ, member, or sense)is an
offence under the criminal code. 
who participate in mob actions either by jeering the crowd or participating in
the actual acts of violence are not left off the hook as Section 7 of the
Criminal Code is very clear that:
“When an offence is committed, each of the
following persons is deemed to have taken part in committing the offence and to
be guilty of the offence, and may be charged with actually committing it, that
is to say-
(a) every person who actually does the act
or makes the omission which constitutes the offence;
(b) every person who does or omits to do any
act for the purpose of enabling or aiding another person to commit the offence;
(c) every person who aids another person in
committing the offence;
(d) any person who counsels or procures any
other person to commit the offence
an end to mob justice will take a collective effort from all levels of
government in sanitizing and informing the public about its ills and the
punishment involved in participating in such acts. Also, effective
public-police relations, strong police accountability and a swift
administration of justice in criminal cases should be maintained. This means the
government should undertake a broad popular education campaign aimed at
improving public understanding of the criminal justice system and discouraging
mob justice. The government should also address the failings in the police and
judicial system.
Onibokun, Esq.
is a legal practitioner in Lagos, Nigeria. He holds a Masters degree in
International Business Law from the University of Bradford and publishes the
Legalnaija law blog