FORMATION AND REGISTRATION OF BUSINESS NAMES, PARTNERSHIPS AND INCORPORATED TRUSTEES

Flashcards about Formation and Registration of Business Names, Partnerships and Incorporated Trustees based on lecture notes.

What is established in each State of the Federation according to Part E of the CAMA?

A registry of business names where a register is kept in the prescribed form.

Who is the Registrar of Business Names?

The Registrar-General appointed under section 9 of this Act.

According to S.814, what is one condition under which a firm must register its business name?

The name does not consist of the true surname of all partners without any addition other than the true forenames or the initials of such forenames.

According to S.814, what is one condition under which an individual must register their business name?

The name does not consist of his true surname without any addition other than his true forenames or the initials thereof.

According to S.814, what is one condition under which a company must register its business name?

The name does not consist of its corporate name without any addition.

How can partners Emeka Ayo, Audu Okon, and Pam Oritse avoid business name registration using full names only?

Emeka Ayo, Audu Okon & Pam Oritse.

How can partners Emeka Ayo, Audu Okon, and Pam Oritse avoid business name registration using initials and surnames only?

E. Ayo, A. Okon & P. Oritse.

How can partners Emeka Ayo, Audu Okon, and Pam Oritse avoid business name registration using surnames only?

Ayo, Okon & Oritse.

How can sole proprietor Ekaete Aisha Ojo avoid business name registration?

E.A. Ojo or Ekaete Aisha Ojo

How can the company GLOBAL ALLIANCE VENTURES LTD avoid business name registration?

GLOBAL ALLIANCE VENTURES.

According to S. 815 (1), within what time frame must a business name (BN) be registered?

Within 28 days after commencement of the business.

According to S. 815(1)(a), what information is required for the registration of a business name?

The business name(s), the general nature of the business, and the full postal addresses of the principal and other places of business.

Who can sign the BN Application for Registration of the company?

Director or Secretary.

If a Minor is a Sole Proprietor or Partner signing a BN Application, whose signature must countersign?

Legal Practitioner, Magistrate or a Police Officer of or above ASP.

What preparation should be performed for the client interview?

Prepare a checklist of the questions to be asked client

What is a limited liability partnership (LLP) according to Sec 746 (1)?

A body corporate formed and incorporated under the CAMA and is a legal entity separate from the partners.

What is the nature of Limited liability partnership according to Sec 746(2)?

Have perpetual succession.

How many partners must every limited liability partnership have?

At least two

How many designated partners must every Limited liability partnership have?

At least two designated partners who are individuals, and at least one of them shall be resident in Nigeria.

According to S. 750, what are the duties of a Designated Partner?

Responsible for compliance with the CAMA and liable to penalties for contraventions.

If there is a vacancy in the Number of Designated Partners, how long does the LLP have to fill it?

Within 30 days.

What must a name end with?

Limited liability partnership or LLP

Mention the content of a Partnership Agreement.

Commencement, Name of partnership, Nature of business, Place of business, Capital contribution, Profit and loss sharing, Payment of salaries to partners, Accounts of the partnership, Banker and signatories to partnership account

Mention the content of a Partnership Agreement (Continuation).

Partnership property, Duration of partnership, Powers, rights and duties of partners, Retirement Retirement, Expulsion and suspension of partners, Dispute resolution

What is the significance of a Partnership Agreement?

Determines the mutual rights and duties of Partners inter se and the duties and mutual benefits of a LLP and its Partners intra se.

How does cessation of Partnership under LLP occurs?

As agreed in the Partnership agreement, Where there is no Partnership Agreement, by a Partner giving 30 days notice to the other Partner, By operation of Law.

How does cessation of Partnership under LLP by operation of Law occurs?

Death or Dissolution of LLP, Declared to be of unsound mind by a competent court, Application to be adjudged or declared as an insolvent.

For the purpose of the business of the limited liability partnership, what is a partner?

The agent of the limited liability partnership, but not of other partners.

According to Sec 795(3), what shall a limited partnership consist of?

A limited partnership shall consist of one or more persons called general partners, who shall be liable for all debts and obligations of the firm, and one or more persons called limited partners.

According to Sec 795(4), what should each limited partner do?

At the time of entering into the partnership contribute, or agree to contribute a sum or sums as capital or property valued at a stated amount and shall not be liable for the debts of the firm beyond the amount so contributed or agreed to be contributed.

The name of a limited partnership must end with the what?

The words “limited partnership” or the abbreviation “LP”

What shouldn't limited partner do?

Not take part in the management of the partnership business.

What compose the Legal Framework for the Incorporation and Management of NPOs in Nigeria?

Constitution of the Federal Republic of Nigeria 1999 (as amended), Companies and Allied Matters Act 2020, Land Use Act, Lands (Title Vesting, Etc.) Money Laundering (Prohibition) Act, Financial Reporting Council of Nigeria Act, Finance Act, Intellectual Property laws

Who can be registered under Part F CAMA 2020?

An association a community of persons bound together by religious, sporting, cultural, social or similar purposes.

According to SEC 825 CAMA, what does The Application for Registration of Incorporated Trustees contain?

The name of the proposed corporate body which must contain the words “Incorporated Trustees of…”, The aims and objects of the association, Names, addresses and occupation of the Secretary of the association, if any

What Documents are Required For Registration of Incorporated Trustees.

FORM CAC I Availability Check and Reservation of Name, Formal application letter, CAC /IT FORM I Application form, Constitution of the organization, Impression of common seal of the body, Copy of the minutes of the meeting where the Trustees were appointed, Copy of the minutes where the special clause is adopted

What Documents are Required For Registration of Incorporated Trustees?(Continuation)

Evidence of ownership of land or undertaking in lieu, Evidence of Advert in 2 National Dailies, Two passport photograph of each Trustees, Trustee Declaration form, Original receipt of prescribed fees, Letter authorizing the Solicitor handling the registration, Affidavit of Non-Disqualification as Trustee, Any other document of proficiency

What the Effect of Registration and Certificate on the Trustees of the Organization?

Confers juristic personality on the Trustees of the Organization – Perpetual succession – Common Seal – Power to sue and be sued in its Corporate Name, etc, The Organization’s Name must be preceded with “Incorporated Trustees of …”

What is established in each State of the Federation according to Part E of the CAMA?

A registry of business names where a register is kept in the prescribed form.

Who is the Registrar of Business Names?

The Registrar-General appointed under section 9 of this Act.

According to S.814, what is one condition under which a firm must register its business name?

The name does not consist of the true surname of all partners without any addition other than the true forenames or the initials of such forenames.

According to S.814, what is one condition under which an individual must register their business name?

The name does not consist of his true surname without any addition other than his true forenames or the initials thereof.

According to S.814, what is one condition under which a company must register its business name?

The name does not consist of its corporate name without any addition.

How can partners Emeka Ayo, Audu Okon, and Pam Oritse avoid business name registration using full names only?

Emeka Ayo, Audu Okon & Pam Oritse.

How can partners Emeka Ayo, Audu Okon, and Pam Oritse avoid business name registration using initials and surnames only?

E. Ayo, A. Okon & P. Oritse.

How can partners Emeka Ayo, Audu Okon, and Pam Oritse avoid business name registration using surnames only?

Ayo, Okon & Oritse.

How can sole proprietor Ekaete Aisha Ojo avoid business name registration?

E.A. Ojo or Ekaete Aisha Ojo

How can the company GLOBAL ALLIANCE VENTURES LTD avoid business name registration?

GLOBAL ALLIANCE VENTURES.

According to S. 815 (1), within what time frame must a business name (BN) be registered?

Within 28 days after commencement of the business.

According to S. 815(1)(a), what information is required for the registration of a business name?

The business name(s), the general nature of the business, and the full postal addresses of the principal and other places of business.

Who can sign the BN Application for Registration of the company?

Director or Secretary.

If a Minor is a Sole Proprietor or Partner signing a BN Application, whose signature must countersign?

Legal Practitioner, Magistrate or a Police Officer of or above ASP.

What preparation should be performed for the client interview?

Prepare a checklist of the questions to be asked client

What is a limited liability partnership (LLP) according to Sec 746 (1)?

A body corporate formed and incorporated under the CAMA and is a legal entity separate from the partners.

What is the nature of Limited liability partnership according to Sec 746(2)?

Have perpetual succession.

How many partners must every limited liability partnership have?

At least two

How many designated partners must every Limited liability partnership have?

At least two designated partners who are individuals, and at least one of them shall be resident in Nigeria.

According to S. 750, what are the duties of a Designated Partner?

Responsible for compliance with the CAMA and liable to penalties for contraventions.

If there is a vacancy in the Number of Designated Partners, how long does the LLP have to fill it?

Within 30 days.

What must a name end with?

Limited liability partnership or LLP

Mention the content of a Partnership Agreement.

Commencement, Name of partnership, Nature of business, Place of business, Capital contribution, Profit and loss sharing, Payment of salaries to partners, Accounts of the partnership, Banker and signatories to partnership account

Mention the content of a Partnership Agreement (Continuation).

Partnership property, Duration of partnership, Powers, rights and duties of partners, Retirement Retirement, Expulsion and suspension of partners, Dispute resolution

What is the significance of a Partnership Agreement?

Determines the mutual rights and duties of Partners inter se and the duties and mutual benefits of a LLP and its Partners intra se.

How does cessation of Partnership under LLP occurs?

As agreed in the Partnership agreement, Where there is no Partnership Agreement, by a Partner giving 30 days notice to the other Partner, By operation of Law.

How does cessation of Partnership under LLP by operation of Law occurs?

Death or Dissolution of LLP, Declared to be of unsound mind by a competent court, Application to be adjudged or declared as an insolvent.

For the purpose of the business of the limited liability partnership, what is a partner?

The agent of the limited liability partnership, but not of other partners.

According to Sec 795(3), what shall a limited partnership consist of?

A limited partnership shall consist of one or more persons called general partners, who shall be liable for all debts and obligations of the firm, and one or more persons called limited partners.

According to Sec 795(4), what should each limited partner do?

At the time of entering into the partnership contribute, or agree to contribute a sum or sums as capital or property valued at a stated amount and shall not be liable for the debts of the firm beyond the amount so contributed or agreed to be contributed.

The name of a limited partnership must end with the what?

The words “limited partnership” or the abbreviation “LP”

What shouldn't limited partner do?

Not take part in the management of the partnership business.

What compose the Legal Framework for the Incorporation and Management of NPOs in Nigeria?

Constitution of the Federal Republic of Nigeria 1999 (as amended), Companies and Allied Matters Act 2020, Land Use Act, Lands (Title Vesting, Etc.) Money Laundering (Prohibition) Act, Financial Reporting Council of Nigeria Act, Finance Act, Intellectual Property laws

Who can be registered under Part F CAMA 2020?

An association a community of persons bound together by religious, sporting, cultural, social or similar purposes.

According to SEC 825 CAMA, what does The Application for Registration of Incorporated Trustees contain?

The name of the proposed corporate body which must contain the words “Incorporated Trustees of…”, The aims and objects of the association, Names, addresses and occupation of the Secretary of the association, if any

What Documents are Required For Registration of Incorporated Trustees.

FORM CAC I Availability Check and Reservation of Name, Formal application letter, CAC /IT FORM I Application form, Constitution of the organization, Impression of common seal of the body, Copy of the minutes of the meeting where the Trustees were appointed, Copy of the minutes where the special clause is adopted

What Documents are Required For Registration of Incorporated Trustees?(Continuation)

Evidence of ownership of land or undertaking in lieu, Evidence of Advert in 2 National Dailies, Two passport photograph of each Trustees, Trustee Declaration form, Original receipt of prescribed fees, Letter authorizing the Solicitor handling the registration, Affidavit of Non-Disqualification as Trustee, Any other document of proficiency

What the Effect of Registration and Certificate on the Trustees of the Organization?

Confers juristic personality on the Trustees of the Organization – Perpetual succession – Common Seal – Power to sue and be sued in its Corporate Name, etc, The Organization’s Name must be preceded with “Incorporated Trustees of …”

What is company incorporation?

The process of formally establishing a company as a legal entity separate from its owners.

What is CAMA?

The Companies and Allied Matters Act, which regulates company operations in Nigeria.

What is the Corporate Affairs Commission (CAC)?

Federal agency responsible for the registration and regulation of companies in Nigeria.

What is Corporate governance?

Ensuring compliance with regulatory requirement and maintaining ethical standards within a company

What is a Memorandum of Association?

A document stating the main objectives for which the company is formed

What are the Articles of Association?

A document containing the rules and regulations governing the internal management of a company

What is authorized share capital?

The minimum amount of capital that a company must have to operate legally

Who are the directors of a company?

Individuals elected by shareholders to manage the company's affairs

Who is the company secretary?

An officer responsible for the administrative duties of a company, such as keeping records and handling correspondence.

What is an Annual General Meeting (AGM)?

A meeting where company shareholders can discuss and vote on company matters

What are dividends?

A distribution of a company's profits to its shareholders.

What is a debenture?

A legal claim that gives a lender the right to seize and sell specific assets is the borrow cannot repay the loan

What is a financial audit?

The financial audit is the process of examining a company's financial records to ensure accuracy and compliance.

What is company liquidation?

The process of formally closing a company, involving the settlement of debts and distribution of assets.