The assent by President Muhammadu Buhari recently to the amended Companies and Allied Matters Act (CAMA), 2020 has finally laid to rest the issue of legal framework for the implementation of beneficial ownership transparency in Nigeria.
Mr. President’s assent repealed and replaced the old Companies and Allied Matters Act (CAMA), 1990. This followed years of advocacy by state and non-state actors to review the old law to conform to global best practices.
The new law introduced several provisions that promote ease of doing business, but one of the major innovation is the mandatory disclosure of persons with significant control of the company in a register of beneficial owners. Section 119 places the obligation on companies to disclose the capacity in which shares are held, either as a beneficial owner or as a nominee of an interested person.
Also, section 120 (2) states: “a person is a substantial shareholder in a public company if he holds himself or by his nominees, shares in the company which entitle him to exercise at least 5% of the unrestricted voting rights at any general meeting of the company”
Commenting on this development, NEITI Executive Secretary, Waziri Adio, noted that out of the many key changes in the law, sections 119 to 123 on beneficial ownership disclosure stand out. “Nigeria now joins the league of a few countries globally with such a law, this is a major, major win for transparency and accountability” Adio stated.
NEITI has been one of the major facilitators and leading voices in the advocacy for implementation of beneficial ownership transparency in Nigeria, particularly in the extractive industries. The agency published a researched policy brief on the “need to know who owns what in the extractive industries” in May 2016.
The agency also launched beneficial ownership portal for oil, gas and mining companies in December 2019 at an event attended by stakeholders from relevant government agencies, oil, gas and mining companies, civil society organizations, media and development partners. The information and data contained in the portal are expected to be incorporated and fed-into the larger beneficial ownership register as being provided for, in the new Companies and Allied Matters Act.
Nigeria in December 2019 became the only country in Africa, Asia, and the Americas to join the elite club of United Kingdom, Netherland, Denmark, and Ukraine, to develop and unveil a publicly accessible ownership register for its oil, gas and mining sectors.