The Validity of a Single Shareholder Structure for Companies Incorporated Prior to CAMA 2022

On July 30, 2024, the Federal High Court (FHC) in Abuja delivered a landmark ruling in Suit No:FHC/ABJ/Cs/665/2023, Primetech Design and Engineering Nigeria Limited (Primetech) &Julius Berger Nigeria Plc (JBN) v. Corporate Affairs Commission (CAC). The Court affirmed that Section 18(2) of CAMA
2020, which permits private companies to adopt a single shareholder structure, is applicable to all private companies, including those incorporated under the repealed CAMA 1990. This pivotal judgment represents a substantial shift in the Corporate Affairs Commission’s (CAC) interpretation of
shareholding restructuring under the Company and Allied Matters Act (CAMA).