ICANBusiness LawCompany Law under CAMA 2020: Incorporation2023

Apex Arbitrators & Management Consultants, a firm of business advisers, submitted an application to the Corporate Affairs Commission (CAC) to reserve and register a new company under the name 'Federal Royal Chartered Arbitrators of Nigeria Limited'. The CAC issued a formal notice of refusal, citing statutory prohibitions regarding company names. Furthermore, during the registration process, the promoter, Mr. Emeka, insisted that the company's object clause strictly restricts the company to 'arbitration services only'. He claims that if the company undertakes any transaction outside arbitration, such as buying real estate for investment, the transaction will automatically be void under the Doctrine of Ultra Vires, and that the CAC will reject their registration unless a lawyer signs a sworn affidavit called a Statutory Declaration of Compliance. REQUIRED: (a) Explain the statutory distinction between Prohibited Names and Restricted Names under Sections 852 and 853 of CAMA 2020, and justify why the CAC correctly refused the name 'Federal Royal Chartered Arbitrators of Nigeria Limited'. (7 Marks) (b) Explain the simplification introduced by Section 40 of CAMA 2020 regarding the Statement of Compliance, highlighting who is eligible to sign it. (5 Marks) (c) Critically examine the modern status of the Doctrine of Ultra Vires under Section 44 of CAMA 2020, and evaluate Mr. Emeka's assertion regarding the validity of transactions outside the company's stated objects. (8 Marks) (Total: 20 Marks)

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