Statutory Registers

The registers are kept at the registered office, or at another place notified to the Commission, and they must be available for inspection by those entitled.

Members are generally entitled to inspect the register of members, and there are inspection rights attaching to the others in defined circumstances.

The registers are used at every significant moment in a company's life.

On an allotment: the allottee is entered in the register of members and a certificate is issued.

On a transfer: the transferee is entered after the instrument is stamped and the directors approve.

On creating security: the charge is entered in the register of charges as well as registered at the CAC.

On a change of directors: the register is updated and the change is filed.

On any due diligence: all of them are produced.

Maintaining them is a task somebody must own. In a small company it is usually the person who deals with the accountant, and the discipline is simply to update the register at the moment something happens rather than reconstructing it later.

The register of members is the one that matters most and the one most often absent.

In a great many Nigerian private companies it was never opened. Shares were agreed verbally, money was transferred, certificates were never issued, and the only record of ownership is the incorporation filing, which may no longer reflect what the parties later agreed.

That becomes a problem at exactly three moments: a funding round, a sale, and a dispute.

In a funding round, the investor's lawyers ask for the register, the certificates and the resolutions. A company that cannot produce them spends weeks reconstructing a cap table under time pressure, and every gap becomes a warranty or an indemnity in the investment documents.

In a sale, the buyer's due diligence finds the same thing, and it moves into price.

In a dispute, a shareholder claiming a stake with no register entry is arguing about intention.

The fix costs almost nothing if done contemporaneously. Open the registers, record every allotment and transfer as it happens, issue certificates, keep the minute books, and file at the CAC what CAMA requires.

Companies frequently ask whether registers can be kept electronically. What matters is that they are properly maintained, complete, and available for inspection at the required place, so an electronic register that is backed up and printable is workable while a spreadsheet nobody updates is not.

Three sets of records a Nigerian company keeps, for different purposes.

Statutory registers are the company's own records of members, directors, charges and significant control, plus the minute books. They determine internal matters such as who holds shares.

CAC filings are what the Commission holds: the incorporation documents, returns of allotment, annual returns, changes of directors and address, and beneficial ownership notifications. They are the public record, and the status report reflects them.

Accounting records are the financial history: ledgers, invoices, bank statements and the financial statements built from them. They support the accounts and the tax returns.

All three should agree. Where the registers say one thing and the CAC record says another, the discrepancy is a compliance failure that surfaces in due diligence, and reconciling it afterwards is slower than maintaining it would have been.

Registers record what somebody entered. An entry made incorrectly, or an allotment never recorded, produces a register that is wrong rather than authoritative.

They also do not resolve disputes on their own. A person claiming to have been wrongly omitted can seek rectification, and the underlying documents then decide it.

Inspection rights are limited in scope, so a member cannot use them to obtain information generally.

And keeping them is a discipline nobody enforces day to day, which is precisely why so many Nigerian companies have none until somebody asks.