PAPER SERIES II - The Re-registration or Re-structuring of Companies

A. Introduction

The organizational structure of a company becomes particularly important in corporate finance and company's securities transactions. Depending on the type of transaction involved, shareholders of a company may have to evaluate the company's structure before the company can assess finance from the capital markets. A company may by re-registration alter its status from - (a) a private company to a public company; (b) a public company to a private company; (c) a private limited company to an unlimited company (d) an unlimited company to a limited company or (e) a public limited company to an unlimited company.[1]

An innovative, though restrictive provision of the Companies and Allied Matters Act, 2020 (the 'CAMA 2020') with implications for a private company in terms of corporate finance and company's securities transactions, are the requirements in Section 22 (2) - that the company shall not, without the consent of all its members, sell assets having a value of more than 50% of the total value of the company's assets; a member shall not sell the member's shares in the company to a non-member, without first offering those shares to existing members; and a member or a group of members acting together shall not sell or agree to sell more than 50% of the shares in the company to a person who is not then a member unless that non-member has offered to buy all the existing members' interests on the same terms.[2] Especially for private companies, the CAMA 2020, prohibits its invitation to the public unless authorized by law to subscribe for any share or debenture of the company; or deposit money for fixed periods or payable at call, whether or not bearing interest.[3]

The conversion or re-organisation of a company can also be viewed from the perspective of the completion of a merger and acquisition or mandatory takeover bid ('MTO') transaction involving the shares of a public company, the new majority investor/shareholder(s) may in the absence of any legal or industry restriction elect to convert the public company to private company.

Series Paper II considers the re-organisation or re-registration of companies as provided in the CAMA 2020. Primarily, the paper will evaluate the re-registration of a private company as a public company, and re-registration of a public company as a private limited company. The re-registration of a private limited company as an unlimited company, re-registration of unlimited company as a limited company and re-registration of a public company as an unlimited company will also be examined.

B. Types of Alteration of Status by Re-registration

1. Registration of Private Company as a Public Company

A private company (whether limited or unlimited) can be re-registered as a public company limited by shares if the following requirements are cumulatively fulfilled (a) a special resolution that it should be so re-registered is passed; (b) the conditions specified in the CAMA 2020 are met, and (c) an application for re-registration is delivered to the Commission in accordance with section 60 of the CAMA 2020, together with other required documents, and a statement of compliance.[4]

Section 56(2) of the CAMA 2020 specifies the conditions to be met and these include that the company has a share capital; that the requirement of section 57 is met as regards its share capital; that the requirement of section 58 is met as regards its net assets; if section 59 applies (for a company limited by guarantee), that the requirement of that section is also met; and that the company has not previously been re-registered as an unlimited company. In addition to the above conditions, the company shall make such changes to its name and articles, as are necessary in connection with it becoming a public company.[5] Further, if the company is unlimited, it shall also make such changes in its articles as are necessary in connection with it becoming a company limited by shares.[6]

Requirement as to share capital (Section 57 of the CAMA 2020)

Certain requirements as to its share capital are to be met at the time the private company would pass the special resolution that it should be re-registered as a public company.

The share capital requirements are (a) the nominal value of the company's allotted share capital shall be not less than the minimum specified in section 27(2)[7]; (b) the company's allotted shares shall be paid at least one-quarter of the nominal value of that share and the whole of any premium on it; (c) if any share in the company or any premium on it has been fully or partly paid up by an undertaking given by any person that he or another should work or perform services (whether for the company or any other person), the undertaking shall have been performed or otherwise discharged; or (d) if shares have been allotted as fully or partly paid up as to their nominal value or any premium on them otherwise consists of, or includes, an undertaking to the company (other than one to which paragraph (c) applies), then either (i) the undertaking shall have been performed or otherwise discharged, or (ii) there shall be a contract between the company and some person pursuant to which the undertaking is to be performed within five years from the time the special resolution is passed.[8]

If shares are allotted pursuant to an employees' share scheme, because of which the company would be precluded under subsection (1) (b) of Section 57 from being re-registered as a public company, those shares shall not be regarded for the purpose of determining whether the requirements in subsection (1) (b) (c) and (d) are met.[9] No more than one-tenth of the nominal value of the company's allotted share capital is to be disregarded under Section 57(2) (i.e. employees' share scheme) and for this purpose the allotted share capital is treated as not including shares disregarded under the subsection.[10]

Further, shares disregarded under Section 57(2) are treated as not forming part of the allotted share capital for the purpose of subsection (1) (a) of Section 57.[11] There is a specification that a company shall not be registered as a public company if it appears to the commission that (a) the company has resolved to reduce its share capital; (b) the reduction is supported by a solvency statement in accordance with a regulation made by the Minister and the effect of the reduction is or will be, that the nominal value of the company allotted share capital is below the minimum specified in Section 27(2) of the CAMA 2020.[12]

Requirement as to Net Assets

Section 58 (1) of the CAMA 2020 states that a company applying to re-register as a public company shall obtain the following documents (a) a balance sheet prepared as at a date, not more than seven months before the date on which the application is delivered to the Commission; (b) an unqualified report[13] by the company's auditor on that balance sheet; and (c) a written statement by the company's auditor that, in his opinion at the balance sheet date, the amount of the company's net assets was not less than the aggregate of its called-up share capital and undistributable reserves.

The CAMA 2020 further requires a private company to ensure that between the date of the balance sheet; and the date on which the application for re-registration is delivered to the Commission, there shall be no change in the company's financial position that results in the amount of its net assets becoming less than the aggregate of this called-up share capital and undistributable reserves. The Act also defines "net assets" and "undistributable reserves" for purposes of Section 58.[14]

General Allotment of Shares for Non-cash Consideration

If the shares are allotted by the company in the period between the date balance sheet required by section 58 is prepared and the passing of the resolution that the company should re-register as a public company; and as fully or partly paid-up as to their nominal value or any premium on them otherwise than in cash, then Section 59 of the CAMA 2020 will apply.

The Commission shall not entertain an application by the company for re-registration as a public company, unless the requirements of section 57 have been complied with, or the allotment is in connection with - (a) a share exchange as described in Section 59 (3) - (5) of CAMA, 2020 or (b) a proposed merger with another company as described in subsection (6).

An allotment is in connection with a share exchange, if the shares are allotted in connection with an arrangement under which the whole or part of the consideration for the shares allotted is provided by the transfer to the company allotting the shares of shares (or shares of a particular class) in another company, or the cancellation of shares (or shares of a particular class) in another company; and the allotment is open to all holder of the shares of the other company in question (or, where the arrangement applies only to shares of a particular class) to take part in the arrangement in connection with which the shares are allotted.[15]

In determining whether a person is a holder of shares for the purpose of Section 59 (3) there shall be disregarded the shares held by, or by a nominee of, the company allotting the shares; and (b) shares held by, or by a nominee of (i) the holding company of the company allotting the shares, (ii) a subsidiary of the company allotting the shares, or (iii) a subsidiary of the holding company of the company allotting the shares.[16] It is immaterial, for the purposes of deciding whether an allotment is in connection with a share exchange, whether or not the arrangement in connection with which the shares are allotted involves the issue to the company allotting the shares of shares (or shares of a particular class) in the other company.

The recognised and accepted proposed merger for purposes of this section on a general allotment of shares for non-cash consideration is that with another company, if one of the companies concerned proposes to acquire all the assets and liabilities of the other in exchange for the issue of its shares or other securities to the shareholder of the other.[17]

For general allotment of shares for non-cash consideration, the consideration for an allotment does not include any amount standing to the credit of any of the company's reserve accounts, or of its profit and loss account, that has been applied in paying up (to any extent) any of the shares allotted or any premium on those shares; and "arrangement" means any agreement, scheme or arrangement pursuant to chapter 27 of the CAMA 2020.[18]

Application for re-registration as a public company.

The following are the documents[19] required when applying for re-registration as a public company -

a) a statement of the company's proposed name on re-registration

b) in the case of a company without a secretary, a statement of the company's proposed secretary.[20]

c) a copy of the special resolution that the company should re-register as a public company;

d) a copy of the company's memorandum and articles as proposed to be amended;

e) a copy of the balance sheet and other documents referred to in Section 58 (1); and

f) If Section 59 dealing with the allotment of shares for non-cash consideration applies, a copy of the valuation report (if any) under subsection (2) (a) of that Section.

g) A statement of compliance required to be delivered together with the application is a statement that the requirements of this part as to registration as a public company have been complied with. The Commission may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a public company.

Issuance of Certificate on re-registration and effect

On the submission of an application for re-registration if a private company as a public company, if the Commission is satisfied that the company is entitled to be registered, the company shall be registered accordingly.[21] The Commission shall issue a certificate of incorporation altered to meet the circumstances of the case and then it shall state that it is issued on re-registration and the date on which it is issued.[22] The Certificate is prima facie evidence that the requirement of the Act as to re-registration have been complied with.[23]

Upon the issue of the certificate, the company by virtue of the issuance of the certificate becomes a public company, the change in the company's name, memorandum and articles take effect; and where the application contained a statement of proposed secretary, the person or persons named in the statement as a secretary or joint secretaries of the company are deemed to have been appointed to that office.

Upon the conversion or re-registration of a private company as a public company, the company is at best an unquoted public company given that its shares are yet to be listed on the primary stock exchange. For the company's securities to be available to members of the public for purposes of investment, the company is required to list with the any of the stock exchanges i.e. the Nigerian Stock Exchange[24], or at the NASD OTC[25] or the FMDQ OTC.[26]

2. Re-registration of Public Company as Private Limited Company

A public company may be re-registered as a private limited company if a special resolution that it should be so re-registered is passed; the condition specified in the CAMA 2020 are met; and an application for re-registration is delivered to the Commission in accordance with Section 66 of the CAMA 2020, together with the other documents required by that section and a statement of compliance.[27]

The condition to be satisfied by the public company seeking to re-register as a private company are where no application by disapproving for cancellation has been made - (i) having regard to the number of members who consented to, or voted in favour of, the resolution, no such application may be made, or (ii) the period within which such an application could be made has expired. In cases, where such an application has been made - (i) the application has been withdrawn, or (ii) an order has been made confirming the resolution and a copy of that order has been delivered to the Commission.[28]The company shall make necessary changes in its name; and in its memorandum and articles, as are necessary in connection with its becoming a private company limited by shares or, as the case may be, by guarantee.[29]

Application to Court to cancel resolution

Where a special resolution by a public company to be registered as a private limited company has been passed, an application to the Court for the cancellation of the resolution may be made by the holder of at least 5% in nominal value of the company's issued share capital or any class of the company's issued capital (disregarding any shares held by the company as treasury shares); if the company is not limited by shares at least 5% of its members; or by at least 50 members of the company, but not by a person who has consented to or voted in favour of the resolution.[30] The application to the court shall be made within 28 days after the passing of the resolution and may be made on behalf of the persons entitled to make it by such one or more of their number as they may appoint for that purpose.[31]

On the hearing of the application, the Court shall make an order either cancelling or confirming the resolution.[32] The Court may make the order on such terms and conditions as it deems fit. If it deems fit, the court may adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interest of dissenting members; and give such directions, and make such order as it considers expedient for facilitating or carrying into effect any such arrangement.[33]

Section 64 (5) and (6) of the new Act state that the Court order may if the Court deems fit, provide for the purchase by the company of the shares of any of its members and the reduction accordingly of the company's capital; and make such alteration in the company's memorandum articles as may be required in consequence of that provision. The court may, if it deems fit, require the company not to amend its articles without the leave of court.

Notice to Commission of Court's Application or Order

On making an application to the Court to cancel the resolution, the applicants, or the person making the application on their behalf, shall immediately give notice to the Commission, without prejudice to any provision of rules of court as to service of notice of the application. The company is also required by law to immediately give notice to the Commission on being served with notice of any such application.[34]

Within 15 days of the making of the Court order on the application, or such longer period as the Court may at any time direct, the company shall deliver to the Commission a copy of the order as required by Section 65(4). If the default is made by the company in complying with the sending of the notice to the Commission on being served or the within 15 days of making of the Court order on the application or such longer days as the court may direct, the company and each of its officer is liable to such penalty as the Commission shall prescribe by regulation for every day during which the default continues.[35]

Application for re-registration as a private limited company

An application for registration as a private limited company by a public company shall contain a statement of the company's proposed name on re-registration. The application shall be accompanied by a copy of

a) resolution that the company should re-register as a private limited company; and

b) company's memorandum and articles as proposed to be amended

c) the statement of compliance required to be delivered together with the application is a statement that the requirements of the CAMA Act as to registration as a private limited company has been complied with. The Commission may accept the statement of compliance as sufficient evidence that the company is entitled to be registered as a private limited company.[36]

Issuance of Certificate on re-registration and Effect

On the submission of an application for re-registration as a private company, if the Commission is satisfied that the company is entitled to be registered, the company shall be registered accordingly.[37] The Commission shall issue a certificate of incorporation altered to meet the circumstances of the case and it shall state that it is issued on re-registration and the date on which it is issued.[38] The certificate is prima facie evidence that the requirement of this Act as to re-registration have been complied with.[39]

Upon the issue of the certificate, the company by virtue of the issue of the certificate becomes a private limited company, the change in the company's name, memorandum and articles take effect.

A public company listed on the Nigerian Stock Exchange will be required to delist from the Exchange, if it is undergoing a conversion or registration process or there is a merger or acquisition transaction, which led to a mandatory takeover of the company, thus necessitating a re-registration as a private company. The procedure for voluntary delisting from the Nigerian Stock Exchange is provided in the NSE Rule Book.[40] In the case of a company listed on the NASD OTC, upon conversion to a private company, it will be required to implement a voluntary delisting through the process stated in the Rules and Regulations of the NASD OTC Market.

3. Re-registration of a Private Limited Company as Unlimited Company

A private limited company maybe re-registered as an unlimited company if all the members of the company have assented to its being so re-registered; the condition that the company has not previously been re-registered as limited is met, and an application for re-registration is delivered to the Commission in accordance with the provisions of the CAMA 2020, and a statement of compliance.

There is an obligation on the company to make such changes in its names and its memorandum and articles as are necessary in condition with its becoming an unlimited company; and if it is to have a share capital as is necessary in connection with it becoming an unlimited company having a share capital.[41] For this section a trustee in bankruptcy of a member of the company is entitled to the exclusion of the member to the asset to the company's becoming unlimited; the personal representative of a deceased member of the company may assent on behalf of the deceased member of the company.[42]

Application for re-registration as an unlimited company

An application for re-registration as an unlimited company shall contain a statement of the company's proposed name on re-registration. Section 69(1) and (2) of the CAMA 2020 state that the application shall be accompanied by the prescribed form of assent to the company's being re-registered as an unlimited company, authenticated by or on behalf of the members of the company; and a copy of the company's memorandum and articles as proposed to be amended.

A statement of compliance which shall confirm that the requirement of the Act as to re-registration as an unlimited company have been complied with is to be submitted alongside the application for registration. A director of the company is required to provide a statement therein that the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company; and if any of the members have not authenticated that form himself, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so.[43] The Commission is also permitted by the Act to accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as an unlimited company.

Issuance of Certificate on re-registration and Effect

On the submission of an application for re-registration of a private company as an unlimited company, if the Commission is satisfied that the company is entitled to be registered, the company shall be registered accordingly.[44] The Commission shall issue a certificate of incorporation altered to meet the circumstances of the case and it shall state that it is issued on re-registration and the date on which it is issued.[45] The certificate is conclusive evidence that the requirement of this Act as to re-registration have been complied with.[46]

Upon the issue of the certificate, the company by virtue of the certificate become an unlimited company, and the change in the company's name, memorandum and articles take effect.[47]

4. Re-registration of Unlimited Company as a Limited Company

An unlimited company may be registered as a private limited company if a special resolution that it should be re-registered is passed, the condition that the company has not previously been re-registered as unlimited is met, and an application for re-registration is delivered to the Commission in accordance with section 72, together with other documents required by that section, and a statement of compliance.[48]

The special resolution shall state whether the company is to be limited by shares or by guarantee. The Company shall make such changes in its names and in its memorandum and articles as necessary in connection with it becoming a company limited by shares or, as the case may be, by guarantee.[49]

The Application and its accompanying documents

An application for re-registration as a limited company shall contain a statement of the company's proposed name on re-registration. The application shall be accompanied by a copy of the resolution that the company should register as a private limited company; if the company is to be limited by guarantee, a statement of guarantee and a copy of the company's memorandum and article as proposed to be amended.[50]

In the case of a company that is to be limited by guarantee, a statement of guarantee shall also be submitted to Commission which shall state that each member undertakes that, if the company is wound up, while he is a member or within one year after he ceases to be a member, he will contribute to the assets of the company to such amount as may be required for payment of the debt and liabilities of the company contracted before he ceases to be a member; payment of the cost, charges and expenses of winding up; and adjustment of the right of the contributories among themselves, not exceeding a specified amount.

A statement of compliance required to be delivered together with the application is a statement that the requirements of the CAMA 2020 as to re-registration as a limited company have been complied with. The Commission may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a limited company.[51]

Issuance of Certificate on re-registration and Effect

On the submission of an application for re-registration of an unlimited company as a limited company, if the Commission is satisfied that the company is entitled to be registered, the company shall be registered accordingly.[52] The Commission shall issue a certificate of incorporation altered to meet the circumstances of the case and it shall state that it is issued on re-registration and the date on which it is issued.[53] The certificate is prima facie evidence that the requirement of this Act as to re-registration have been complied with.[54]

Upon the issuance of the certificate by the Commission, the company by virtue of the issue of the certificate becomes a limited company, and the change in the company's name, memorandum and articles take effect.[55]

Statement of Share Capital

A company which on re-registration as a limited company under section 71 has already allotted its share capital, shall within 15 days after the re-registration deliver a statement of the share capital to the Commission.[56] However, this does not apply if the information which would be included in the statement has already been sent to the Commission in a statement of capital and initial shareholdings or capital contained in an annual return.[57]

The statement of share capital shall state with respect to the company's share capital on re-registration the total number of shares of the company; the aggregate nominal value of those shares; for each class of shares (i) prescribed particulars of the right attached to the shares, the total number of shares of that class, and (iii) the amount paid and the amount (if any) unpaid on each share (whether on account of the nominal value of the share or the way of premium).[58]

In the event of a default in complying with the provisions on the statement of capital required where the company already has a share capital, each officer of the company are liable to such penalty as the commission shall prescribe by regulation for every day during which the default continues.

5. Re-registration of Public Company as an Unlimited Company

A public company limited b shares may be registered as an unlimited company with a share capital, if all of the following are cumulatively fulfilled by the company - the members of the company have assented to its being so re-registered; that condition that the company has not previously re-registered as limited or unlimited is met; and an application for re-registration is delivered to the registrar in accordance with the provision of the Act together with other documents required and a statement of compliance.[59]

The Company is mandated to make such changes in its name; and in its memorandum and articles, as are necessary in connection with it becoming an unlimited company.

The Application and its accompanying documents

An application for registration of a public company as an unlimited company shall contain a statement of the company's proposed name on re-registration.[60]

Section 76 (2) specifies that the application shall be accompanied by the prescribed form of assent to the company's being re-registered as an unlimited company, authenticated by or on behalf of all the members of the company; and a copy of the company's memorandum and article as proposed to be amended.

The statement of compliance required to be delivered together with the application is a statement that the requirements of this part as to re-registration as an unlimited private company have been complied with. The state shall contain a statement by the directors of the company that the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company; and if any of the members have not authenticated that form himself, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so. The commission may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as an unlimited company.[61]

Issuance of Certificate on re-registration and Effect

On the submission of an application for re-registration of a public company as an unlimited company, if the Commission is satisfied that the company is entitled to be registered, the company shall be registered accordingly.[62] The Commission shall issue a certificate of incorporation altered to meet the circumstances of the case and it shall state that it is issued on re-registration and the date on which it is issued.[63] The certificate is prima facie evidence that the requirement of this Act as to re-registration have been complied with.[64]

Upon the issue of the certificate by the Commission, the company by virtue of the issue of the certificate becomes an unlimited company, and the change in the company's name, memorandum and articles take effect.[65]

C. Conclusion

A review of the various provisions of the CAMA 2020 on the conversion or re-registration of companies, will reveal a heightened level of regulations and requirements for the re-registration of a company, which are a significant departure from the provision of the CAMA 1990 (now repealed). In the case of a private company seeking to become a public company, there is now the inclusion of stringent requirements as to share capital, net assets, and the general allotment of shares for non-cash consideration. The legislative intent for these elaborate provisions may be premised on the fact that the new public company will have the ability to invite the public to invest in its securities. Thus, there is a need to protect the would-be investors and the capital markets by ensuring that the private company seeking to re-structure satisfies certain financial fundamentals.

There are common themes associated with all types of re-structuring or re-registration of a company envisaged by the CAMA 2020. This is in terms of the application i.e. requirement of special resolutions, the statement of compliance and the issuance of a certificate, which shall serve as prima facie evidence of re-registration, except in the case of a private limited company to an unlimited company, where it is to be considered conclusive evidence of registration.

The point needs to be made that every corporate finance or company's securities transaction has its peculiarities. When a re-registration or re-structuring of the company becomes necessary, shareholders' (majority) preference and regulatory requirements are important determinants on the type of re-registration to be implemented by the company.

Author: Ikemefuna Stephen Nwoye LL.B (ESUST) 2010, Qualifying Certificate (NLS, Lagos) 2011, LL.M in International Business Regulation, Litigation and Arbitration (NYU, New York) 2014. A Barrister and Solicitor of the Supreme Court of Nigeria with expertise in the areas of finance, capital markets, mergers and acquisitions, and dispute resolution. This paper should not in anyway serve as a substitute for legal advice or opinion. The views expressed are personal to the author and do not necessarily reflect the views of any organisation or person that the author is or might have been affiliated to. 

[1] Section 55 of the CAMA 2020.

[2] Section 22 (2) of the CAMA 2020.

[3] Section 22 (5) of the CAMA 2020.

[4] Section 56(1) of the CAMA 2020.

[5] Section 56 (3) of the CAMA 2020.

[6] Section 56 (4) of the CAMA 2020.

[7]Section 27(2) of the CAMA 2020state that if the company has a share capital - (a) the memorandum of association shall also state the amount of the minimum issued share capital which shall not be less than N100,000.00 in the case of a private company and N2,000,000.00 in the case of a public company, with which the company proposes to be registered and the division thereof into shares of a fixed amount; and (b) each subscriber shall write opposite his name the number of shares he takes.

[8] Section 56 (2) of the CAMA 2020.

[9] Section 57(2) of the CAMA 2020.

[10] Section 57 (3) of the CAMA 2020.

[11] Section 57(4) of the CAMA 2020.

[12] Section 57 (5) of the CAMA 2020.

[13] Section 58 (3) of the CAMA 2020 defines 'unqualified report' to mean if the balance sheet was prepared for a financial year of the company, a report stating without material qualification the auditor's opinion that the balance sheet has been properly prepared in accordance with the requirements of this Act; (b) If the balance sheet was not prepared for a financial year of the company, a report stating without material qualification the auditor's opinion that the balance sheet has been properly prepared in accordance with the provisions of the Act, which would have applied if it had been prepared for a financial year of the company.

[14] Section 58 (6) of the CAMA 2020.

[15] Section 59 (3) of the CAMA 2020.

[16] Section 59 (4) of the CAMA 2020.

[17] Section 59 (6) of the CAMA 2020.

[18] Section 59 (7) of the CAMA 2020.

[19] Section 60 of the CAMA 2020.

[20] It is mandatory for a public company to have a company secretary. Section 61 of the CAMA 2020 states that (1) the statement of the company's proposed secretary shall contain the required particulars of the person or persons who is or are to be the secretary or joint secretaries of the company. (2) The required particular are those required to be stated in the company's register of secretaries. (3) the statement shall also contain consent by the person named as secretary, or each of the persons named as joint secretaries to act in the relevant capacity and if all the partners in a firm are to be joint secretaries, consent may be given by the partner on behalf of all of them.

[21] Section 62 (1) of the CAMA 2020

[22] Section 62(1) and (2) of the CAMA 2020.

[23] Section 63 (5) of the CAMA 2020.

[24] In the case of the Nigerian Stock Exchange, companies seeking admission to the official list of the NSE must in addition to complying with the Exchange's rules governing listing, comply with the relevant provisions of the Companies and Allied Matters Act 2020, Investment and Securities Act 2007 and the Securities and Exchange Commission Rules and Regulations, as well as any other relevant statutory requirements. The NSE Rule Book (the Green Book) sets out the requirements for listing on The Nigerian Stock Exchange.

[25] It is important to note that the National Association of Securities Dealers - NASD Plc provides trading platform where securities instruments not listed on any traditional exchange, registered by the Securities and Exchange Commission can be traded through licensed stockbroking houses. It also provides a regulated marketplace for OTC transactions where shareholders trade shares of unlisted public companies. It is a centralized source of liquidity and price discovery on unlisted public companies.

[26]The FMDQ Exchange provides access to capital for issuers seeking to raise debt finance by providing an enabling platform that promotes requisite secondary market liquidity, among other benefits. The FMDQ Rules has elaborate provisions on the listing of bonds, treasury bills, commercial papers. The FMDQ concept was promoted by the Financial Markets Dealers Association (erstwhile Money Market Association of Nigeria) in 2009, at a strategy session with its members, themed: SEC-Registered OTC...way to go. The session elaborated on the design of the FMDQ concept for the Nigerian financial markets, reflecting the participants' in-depth understanding of peculiar realities and needs of the Nigerian financial markets, as well as a shrewd awareness and adoption of international best practices.

[27] Section 63 (1) of the CAMA 2020.

[28] Subsection (2).

[29] Section 63 (3) of the CAMA 2020.

[30] Section 64(1) of the CAMA 2020.

[31] Section 64 (2) of the CAMA 2020.

[32] Section 64 (3) of the CAMA 2020.

[33] Section 64 (4) of the CAMA 2020.

[34] Section 65 (1) and (2) of the CAMA 2020.

[35] Subsection 4 of the CAMA 2020.

[36] Section 66 (4) of the CAMA 2020.

[37] Section 67 (1) of the CAMA 2020

[38] Section 67(3) and (2) of the CAMA 2020.

[39] Section 67 (5) of the CAMA 2020.

[40]For instance, in February 2018, Seven-Up Bottling Company Plc voluntarily delisted from the NSE after the completion of a Scheme of Arrangement between the company and its shareholders. The company subsequently re-registered and now operates as a private company. The Scheme of Arrangement involved the transfer of 171,542,574 (One Hundred and Seventy One Million, Five Hundred and Forty Two Thousand, Five Hundred and Seventy Four) ordinary shares of 50 Kobo each, with a nominal value of N85,771,287 (Eighty Five Million, Seven Hundred and Seventy One Thousand, Two Hundred and Eighty Seven Naira) comprising of the Company's issued and paid-up share capital representing the minority shares. Through the Scheme, the shares were transferred to Sparkplexi Limited ("Sparkplexi"), a subsidiary of Affelka S.A ("Affelka"), the majority shareholder. At the conclusion of the process, Affelka and Sparkplexi became the remaining shareholders of Seven-Up Bottling Company, with Affelka owning 73.22% and Sparkplexi owning 26.78% of the company's shares. In 2011, the Nigerian Bottling Company Plc voluntarily delisted from the NSE after the completion of the Scheme of Arrangement between the company and its member. A transaction that involved the cancellation of part of its share capital, such that the company became a wholly-owned subsidiary of its majority shareholder, the parent company.

[41] Section 68 (3) of the CAMA 2020.

[42] Section 68 (4) of the CAMA 2020 a trustee in bankruptcy of a member of the company includes a permanent trustee or an interim trustee on the sequestration estate of a member of the company; and a trustee under a protected trustee deed granted by a member of the company.

[43] Section 69 (2) and (4) of the CAMA 2020.

[44] Section 70 (1) of the CAMA 2020

[45] Section 70 (2) and (3) of the CAMA 2020.

[46] Section 70(5) of the CAMA 2020.

[47] Section 70 (4) of the CAMA 2020.

[48] Section 71 (1) of the CAMA 2020

[49] Section 71 (3) and (4) of the CAMA 2020.

[50] Section 72 (1) and (2) of the CAMA 2020.

[51] Section 72 (4) and (5) of the CAMA 2020.

[52] Section 70 (1) of the CAMA 2020

[53] Section 73 (2) and (3) of the CAMA 2020.

[54] Section 73 (5) of the CAMA 2020.

[55] Section 73 (4) of the CAMA 2020.

[56] Section 74 (1) of the CAMA 2020.

[57] Section 74 (2) of the CAMA 2020.

[58] Section 74 (3) of the CAMA 2020.

[59] Section 75 (1) and (2) of the CAMA 2020.

[60] Section 76(1) of the CAMA 2020.

[61] Section 76 (4) and (5) of the CAMA 2020.

[62] Section 77 (1) of the CAMA 2020

[63] Section 77 (2) and (3) of the CAMA 2020.

[64] Section 77 (5) of the CAMA 2020.

[65] Section 77 (4) of the CAMA 2020.