LEGAL PERSONALITY OF A COMPANY- NATURE OF A COMPANY AS AN ARTIFICIAL PERSON  

 

 Anonymous
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15/01/2019 9:01 am  

“The law settled a long time ago in the celebrated case of Salomon Vs Salomon & Co, (1897) A.C. 22, is that a limited liability company is a legal entity distinct from its members. It has a distinct legal personality and is capable of suing and being sued in its corporate name. Once it has complied with the requirements of incorporation, it becomes an artificial legal entity. It is different from the subscribers to its memorandum. It is neither an agent nor a trustee for them. It also has the capacity to enter into any agreement in its corporate name, in effect; it has all the powers of a natural person of full capacity. See also: Sections 37 & 38 (1) of the Companies and Allied Matters Act Cap.C20 LFN 2004; Marina Nominees Ltd. Vs F.B.I.R. (1986) 2 NWLR (Pt.20) 48: Afolabi Vs Western Steel Works Ltd. & Ors, (2012) 17 NWLR (Pt.1329) 286; Bulet International Nig. Ltd. & Anor. Vs Olaniyi & Anor. (2017) 17 NWLR (Pt.1594) 260. It is also settled law that a company has no mind of its own. It acts through others, such as directors and managers, who are its directing mind and will and who control what it does. See: Trenco (Nig.) Ltd. Vs African Real Estate and Investment Co. Ltd. & Anor (1978) LPELR-3264 (SC) @ 16 - 17 F – E; Interdrill Nig, Ltd. & Anor, Vs U.B.A, Plc, (2017) LPELR-41907 (SC) @ 11 – 13 F-A.”

 

PER K. M. O. KEKERE-EKUN, J.S.C. IN PROF. BUKAR BABABE V FEDERAL REPUBLIC OF NIGERIA SC.883/2016

 


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