NIGERIA Law and Practice Contributed by: Tamuno Atekebo, Chinasa Unaegbunam, Naomi Kabowei and Favour Osayuwamen, Streamsowers & Köhn
2.8.14 Practical Issues Related to Deregistration of Aircraft It is usual for the NCAA to request a statement on the reason for the deregistration of the aircraft. The NCAA does not require the removal of registration marks from an aircraft before deregistration is granted. 2.9 Insolvency Proceedings 2.9.1 Overview of Relevant Laws and Statutory Regimes Governing Restructurings, Reorganisations, Insolvencies and Liquidations In Nigeria, the statutes that govern restructuring and insolvency include: • the Companies and Allied Matters Act 2020 (CAMA); • the Insolvency Regulations 2022; • the Companies Winding Up Rules 2012; • the Federal Competition and Consumer Protection Act 2019; • the Investment and Securities Act 2025; • the Securities and Exchange Commission Rules 2013 (as amended in 2024); and • the Asset Management Corporation of Nigeria Act 2010 (as amended in 2021). 2.9.2 Overview of Relevant Types of Voluntary and Involuntary Restructurings, Reorganisations, Insolvencies and Receivership The voluntary and involuntary restructuring, reorgani - sation and insolvency processes available in Nigeria include: • members voluntary winding-up; • court ordered winding-up; • administration and company voluntary arrange - ment; • arrangement and compromise; • management buyout; A company may be wound up by the court if: • the company has by special resolution resolved that the company be wound up by the court; • default is made in delivering the statutory report to the Corporate Affairs Commission (the agency • M&A; and • takeover.
responsible for company oversight in Nigeria) or in holding the statutory meetings; • the number of members is reduced to below two in the case of companies with more than one share - holder; • the company is unable to pay its debts; • the condition precedent to the operation of the company has ceased to exist; or • the court is of the opinion that it is just and equita - ble that the company should be wound up. 2.9.3 Co-Ordination, Recognition or Relief in Connection With Overseas Proceedings Nigeria is yet to adopt the UNCITRAL Model Law on Cross-Border Insolvency or any other law or conven - tion that mandates cross-border co-operation or pro - vides for judicial assistance for overseas insolvency proceedings. There are also no laws that specifically provide for the recognition and enforcement of cross- border insolvencies or reliefs sought therefrom. The Nigerian courts under the Foreign Judgments (Recognition and Enforcement) Act may recognise and enforce a foreign judgment, provided that the judg - ment is final and conclusive, has no appeal against it, and there is reciprocity. 2.9.4 Effect of Lessee’s Insolvency on a Deregistration Power of Attorney An irrevocable DPOA or an IDERA granted by a lessee to a lessor, owner or mortgagee of an aircraft should not be voided by the liquidation of the lessee. How - ever, the IDERA will cease to operate where the lessee is dissolved. 2.9.5 Other Effects of a Lessee’s Insolvency A lease will not be set aside upon the lessee being put into liquidation – although it may be terminated by the liquidator. The lessor is entitled, under the lease agreement, to terminate said lease and repossess the aircraft from the lessee. However, the lease may be set aside if there is evidence to show that it was made for the purpose of avoiding obligations due from the lessee. On termination of the lease, the lessor is permitted to submit the DPOA or the IDERA for the purpose of repossessing the aircraft. The liquidator may apply to
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