NIGERIA Law and Practice Contributed by: Yeye Nwidaa, Mariam Olayinka Akinyemi and Toluwalase Oliver-Jude, Jackson, Etti & Edu
1.3 Companies With Publicly Traded Shares Companies with publicly traded shares in Nigeria are subject to mandatory corporate governance obliga - tions designed to promote transparency, accountabil - ity and investor protection. These requirements are primarily enforced through the SEC Corporate Gov - ernance Guidelines, the Investments and Securities Act 2025 (ISA 2025), the NCCG 2018 and the NGX Continuing Obligations Rules. Key Requirements • Board composition and independence: public companies must have a minimum of five directors, including at least one Independent Non-Executive Director (INED). The roles of Chairperson and Chief Executive Officer (CEO) must be separate, to ensure effective checks and balances. The SEC also discourages excessive cross-directorships and interlocking family relationships, and restricts the movement of INEDs into executive roles within the same group. • Board committees: companies are required to establish a statutory Audit Committee to support financial oversight, regulatory compliance and the protection of shareholders’ interests. The commit - tee is typically composed of two non-executive directors and three shareholders’ representatives, ensuring a balance between director oversight and shareholder participation. • Disclosure and transparency: public companies must publish periodic financial and governance disclosures on their websites, in line with filings to the SEC and NGX. They are also required to disclose shareholders with 5% or more control or voting rights, to ensure transparency of ownership. • Listing obligations (NGX): listed companies must comply with ongoing requirements, including quar - terly, semi-annual and annual financial reporting, immediate disclosure of price-sensitive informa - tion, and annual certification of compliance with governance standards. • Governance framework compliance: public com - panies must comply with both the NCCG 2018 and the SEC Corporate Governance Guidelines, includ - ing disclosure of governance practices and adher - ence to the “apply and explain” approach.
ners, and partners’ liability is limited to their agreed contributions. LLPs are commonly used by profes - sional and advisory firms. • A limited partnership (LP) consists of at least one general partner with unlimited liability and one or more limited partners whose liability is restricted to their capital contribution. Limited partners do not participate in management, and typically act as investors. Business Names A business name is the simplest form of business reg - istration under CAMA and is commonly used by sole proprietors. It does not create a separate legal per - sonality, and the proprietor bears unlimited personal liability for business debts and obligations. Regulatory requirements are minimal, making this structure suit - able for small-scale enterprises. Incorporated Trustees Incorporated trustees are non-profit corporate bod - ies formed for purposes such as religion, education, culture, charity, sports or social development. Upon registration under CAMA, the trustees become a body corporate with perpetual succession. These entities do not have shareholders or share capital, and are prohibited from distributing profits, making them suit - able for associations and public interest organisations. 1.2 Corporate Governance Legislation and Regulation Corporate governance in Nigeria is shaped by stat - ute, national codes, capital market rules and sector- specific regulations. CAMA is the primary statutory source and governs directors’ duties, shareholder rights, meetings, disclosures and internal controls. This is complemented by the Nigerian Code of Cor - porate Governance (NCCG 2018), issued by the Financial Reporting Council of Nigeria (FRCN), which provides best-practice principles on an “apply and explain” basis. Public companies are further regulated by the Securities and Exchange Commission Nigeria (SEC) and the listing and disclosure rules of Nigerian Exchange Limited (NGX), while sector regulators like the Central Bank of Nigeria (CBN), National Insurance Commission (NAICOM) and National Pension Com - mission impose additional industry-specific stand - ards.
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