Overview of Incorporation Process

• The process of registering a company

primarily entails preparing and delivering
relevant documents to the CAC. Once there is
due compliance both in terms of form and
substance of the requisite incorporation
documents, the persons that have applied for
registration as a company will be duly issued
a certificate of Incorporation(See Sect 35).
• Issuance of certificate of incorporation
merely attests to the coming into
existence of a corporate entity. It thus
provides a veritable vehicle to deliver
specific corporate objectives, for as long
as the human actors acting behind the
corporate entity so desire.
Overview of Incorporation Process (Contd.)

• It should be noted that the CAC reserves the

right to decline registration in certain
situations ranging from matters on ; illegality
of company objects, non- compliance with
incorporation requirements and provisions of
CAMA, statutory incompetence attributable
to subscribers to memorandum, etc. (See
Sect.36)
 Pre- Incorporation Contracts
• In view of the legal or juristic personality
that is ascribed to the corporate body, it
has become necessary to determine the
appropriate circumstances when a
company will be bound by a contract
deemed to be entered into by the
company, or any person on behalf of the
company prior its formation.
• The practical approach to resolve the issue of
accountability as regards pre-incorporations
contracts, has manifested by way of the
company adopting or ratifying such contracts
after its formation, and thus become bound by
such contract as if it had been in existence on
the date of such contract.
 Pre- Incorporation Contracts (Contd.)

• However, there is a statutory requirement that

contracts executed on behalf of the company
be person must in the form of an express
agreement so as transfer the benefit and
burden to the company subsequent to
incorporation (See Sect 72).
 Consequences of Incorporation
• Incorporation has historical antecedents,
but is still of fundamental relevance for
corporate bodies in the modern business
sphere. It is the basis of the doctrine of
corporate personality attributable to the
company.
 Consequences of Incorporation ( contd.)

• Thus, incorporation effectively ensures

that the company once in existence is
regarded as having a separate legal
personality distinct from the human
members that constitute it (See Salomon
and Salomon, Sect. 37)