COMPANY LAW — Application of CAMA — Foreign Company — Whether Foreign Company Bound by Section 417 of CAMA
Principle Statement
It is my considered view that the 3rd defendant being a foreign company, as it is not a Nigerian company as defined in section 650 of CAMA, the provisions of section 417 of CAMA do not regulate its affairs and that by the provisions of section 60 (b) of CAMA, the 3rd defendant/respondent can sue and be sued in its own name and can maintain such an action or proceeding.
Ratio Decidendi (Source)
Per Onnoghen, JSC, in Agro Allied Development Ent. Ltd v. MV Northern Reefer & Ors (2009) NLC-123-268-2002(SC) at p. 9; Paras A–B.
"It is my considered view that the 3rd defendant being a foreign company, as it is not a Nigerian company as defined in section 650 of CAMA, the provisions of section 417 of CAMA do not regulate its affairs and that by the provisions of section 60 (b) of CAMA, the 3rd defendant/respondent can sue and be sued in its own name and can maintain such an action or proceeding."
Explanation / Scope
This principle establishes that Section 417 of CAMA does not apply to foreign companies. Only Nigerian companies as defined in Section 650 of CAMA are regulated by the provision. A foreign company can sue and be sued in its own name under Section 60(b) of CAMA. The principle applies where a foreign company is a party to proceedings. It ensures that foreign companies are not subject to Nigerian winding-up restrictions. The principle reflects the limited territorial application of CAMA. It protects foreign companies from compliance with provisions not intended for them. The court must determine the status of the company.
