ICANBusiness LawCompany Law: Directors, Meetings and Shares2024

Standard Allied Products Ltd is a private limited liability company incorporated under CAMA 2020 with a minimum issued share capital of ₦10,000,000 divided into 10,000,000 ordinary shares of ₦1.00 each, all fully issued and paid up. In January 2024, the Board of Directors resolved to raise additional capital of ₦5,000,000 by issuing 5,000,000 new ordinary shares of ₦1.00 each to Chief Donald, an outside investor, without offering any of the new shares to existing members. Alhaji Bello, an existing shareholder holding 15% of the shares, strongly objects to the proposed allotment. He contends that: (i) Existing shareholders have a statutory right of first refusal (pre-emption rights) under CAMA 2020. (ii) The board cannot allot shares without approval of members in general meeting. (iii) The concept of 'Authorised Share Capital' under the old law still applies, requiring an increase in authorised share capital first. Required: (a) Advise Alhaji Bello on the statutory pre-emption rights of existing shareholders in a private company under Section 142 of CAMA 2020. (7 marks) (b) Outline the legal requirements and procedure for a valid allotment of shares by a company under CAMA 2020. (8 marks) (c) Distinguish between 'Authorised Share Capital' under CAMA 1990 and 'Minimum Issued Share Capital' under CAMA 2020, highlighting the legal implication of unissued share capital under CAMA 2020. (5 marks) (Total: 20 marks)

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