On July 30, 2024, the Federal High Court of Nigeria ruled that private companies incorporated before the Companies and Allied Matters Act 2020 (CAMA 2020) can transition to a single shareholder structure.

The court found the previous refusal by the Corporate Affairs Commission (CAC) to allow such transitions for pre-CAMA 2020 companies to be discriminatory and contrary to the intent of CAMA 2020.

The court clarified that the single shareholder structure is permissible for all private companies, including those incorporated before CAMA 2020, and mandated the CAC to accept and process share transfer filings resulting in single shareholders for pre-CAMA 2020 companies, pending any appeal.

For more information, contact TEMPLARS Partner, Ijeoma Uju, and Managing Counsel, Adenike Oyeledun.