More than 100 years ago the UK house of Lords in the famous Solomon case established a maxism that a company is a separate legal entity distinct from its members. Thereby it determined the directions of modern company law and the nature of private limited companies similar doctrines are incorporated in the statutory provisions of continental countries, Nigeria being a case study here. A separate legal personality and limited liability as a device has aimed to induce investment, encourage trade without incurring personal liability and to be an incentive for entrepreneurs to start up raw business even if it might involve commercial risk. But like every other legal device, natural persons often use the incorporation concept for fraudulent, improper, illegal and unlawful purposes thereby defeating the purpose of incorporation . In reaction, the law has deviced a principle of lifting the veil of incorporation. This implies that natural persons will be denied reliance on incorporation concept to avoid liability, this paper explains its application under the Nigerian company law.
This essay explains what is understood by the term company, its meaning, characteristics, types, registration and consequences of incorporation.
Also discussed are some international case study of other advanced legal systems, specifically the united states of America and the United Kingdom. Since the American economy or business world is considered largest in the world, this work discusses a comparative analysis of the America law and Nigerian law as regards the subject.
At the end of this presentation, so major findings were discovered and some for reaching recommendations were given which seek to help protect creditors, investors and the general public in no particular order of priority.
TABLE OF CONTENTS
TITLE PAGE i
TABLE OF CASES vi
TABLE OF STATUTES ix
TABLE OF CONTENTS x
CHAPTER ONE 1
1.1 INTRODUCTION 1
1.2 MEANING OF LAW 7
1.3 CHARACTERISTICS OF A COMPANY 10
1.4 TYPES OF COMPANY 19
1.5 REGISTRATION OF A COMPANY 25
1.6 CONSEQUENCIES OF INCORPORATION OR REGISTRATION 35
CHAPTER TWO 36
2.1 PRINCIPLES OF CORPORATE PERSONALITY 36
2.2 MEANING 42
2.3 LIFTING THE VEIL UNDER THE STATUTE 58
2.4 SIGNIFICANCE OF LIFTING THE VEIL OF INCORPORATION 63
CHAPTER THREE 73
3.1 GENERAL PROBLEMS ASSOCIATED WITH LIFTING THE VEIL 73
3.2 THE CONCEPT OF LIMITED LIABILITY 75
3.3 LIFTING THE VEIL IN THE UNITED KINGDOM 80
3.4 LIFTING THE VEIL IN AMERICA 91
3.5 A COMPARATIVE STUDY OF THE ANGLO/ NIGERIAN LAW AND THE US CORPORATE PERSONALITY DOCTRINE 96
CHAPTER FOUR 105
4.1 CONCLUSION 105
4.2 RECOMMENDATIONS 109