A REVIEW OF THE LEGAL FRAMEWORK FOR SINGLE-MEMBER COMPANIES IN NIGERIA: PROGRESS AND PITFALLS

Abstract

The notion of Single-Member Companies (SMCs) is regarded as a forward looking legal concept that addresses dynamic contemporary imperatives of entrepreneurship, especially in emerging jurisdictions such as Nigeria. This study reviews the historical background, legal recognition and practical significance of SMC in the corporate law of Nigeria and discusses in particular the changes that have been made to accommodate such form of company under the Companies and Allied Matters Act (CAMA) 2020. Drawing on doctrinal legal method, the study critically examines and evaluates the statutory provisions, regulatory norms and judicial discourse on SMCs in multiple jurisdictions, including India, South Africa and the United Kingdom. The core proposition is that despite the advancement of SMCs in Nigeria’s lawscape that has brought legitimacy in the business ecosystem and exerted some economic inclusiveness, the legal infrastructure is deficit in clear regulatory regime, judicial protection and corporate governance tenets. The study argues that for the SMC project of change to fully actualize its potentials, Nigerian regulatory authorities have to embrace a more finely nuanced, tactful balance of flexibility and accountability. This study adds to the emerging corpus of legal literature calling for comprehensive but responsible reform of corporate law in Africa.