THE LAW RELATING TO FOREIGN COMPANIES IN NIGERIA: AN ANALYSIS OF PART X OF COMPANIES DECREE 1968

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THE LAW RELATING TO FOREIGN COMPANIES IN NIGERIA: AN ANALYSIS OF PART X OF COMPANIES DECREE 1968

Abstract:

The thesis attempts to do many things to many people. First, it attempts to provide for the first time a comprehensive legal literature on the Nigerian Company Law relating to foreign companies in Nigeria. Secondly* it attempts to explain the current companies legislation -and other related laws relating to foreign companies in Nigeria and compares the position in Nigeria with that of other African countries and England. In some way therefore, the approach has been comparative in nature. Lastly, the thesis seeks to show in what ways part X of the companies decree 1968 and other related legislation have attempted to check, control, and tackle the problems posed by the nefarious activities of subsidiaries of multinationals in Nigeria. The thesis thus attempts to provide material for law students, law teachers and legal practitioners on the subject while at the same time it tries to educate the business-men and the laymen -about the things to look out for in ,heir various dealings with “Foreign” Companies in Nigeria. The thesis itself has been divided into nine different chapters, each chapter dealing with a distinct and separate topic on the subject-matter. ( i i i ) Chapter one which is the introductory chapter, introduces the problems posed by subsidiaries of foreign companies in Nigeria and shows how part X of companies Decree (among other legislation) was promulgated to alleviate some of these problems. Chapter two which deals -with the status of foreign companies in England is aimed at showing, at the end, whether the Nigerian company law has fashioned our law relating to foreign companies after Britain or has departed in approach from the English Law, The third chapter explains the historical perspectives of the law under analysis and shows how the law has envolved from nothingness to a concrete and strict law. Chapter four defines what in Nigeria is meant by the term “foreign company” while chapter five undertakes the business of explaining the requirement for some foreign companies to convert and then later incorporate as Nigerian companies – the two mandatory things to do if the foreign companies are to continue to do business in Nigeria, The consequences of non ihcorporation by the foreign companies are also explained in the chapter. (iv) Chapter six is novel. It explains-the law and the procedure for instituting legal proceedings against foreign companies in Nigeria as it relates to the jurisdiction of courts, service of process and venue. Chapter seven discusses penalties against defaulting foreign companies which fail to abide by the obligations imposed upon them by Part X of the companies decree 1968 while Chapter eight tackles the issue of winding up of foreign companies in Nigeria. The last chapter (Chapter nine) summarises the thesis and deals with proposals for reform. In concluding, the thesis shows that the Nigerian law relating to foreign companies was and is not fashioned after the law in England (as is customary for Nigeria to do) and that the Nigeria law has evolved a unique approach in attempting to solve the problems posed by the subsidiaries of foreign multinationals in the country

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