ABSTRACT
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
CERTIFICATIONii
DEDICATIONiii
ACKNOWLEDGEMENTiv
TABLE OF CASESvi
TABLE OF STATUTESix
TABLE OF CONTENTSx
ABSTRACTxii
CHAPTER ONE1
1.1INTRODUCTION1
1.2MEANING OF LAW7
1.3CHARACTERISTICS OF A COMPANY10
1.4TYPES OF COMPANY19
1.5 REGISTRATION OF A COMPANY25
1.6 CONSEQUENCIES OF INCORPORATION OR REGISTRATION35
CHAPTER TWO36
2.1PRINCIPLES OF CORPORATE PERSONALITY36
2.2MEANING42
2.3LIFTING THE VEIL UNDER THE STATUTE58
2.4SIGNIFICANCE OF LIFTING THE VEIL OF INCORPORATION63
CHAPTER THREE73
3.1GENERAL PROBLEMS ASSOCIATED WITH LIFTING THE VEIL73
3.2THE CONCEPT OF LIMITED LIABILITY75
3.3LIFTING THE VEIL IN THE UNITED KINGDOM80
3.4LIFTING THE VEIL IN AMERICA91
3.5A COMPARATIVE STUDY OF THE ANGLO/ NIGERIAN LAW AND THE US CORPORATE PERSONALITY DOCTRINE96
CHAPTER FOUR105
4.1CONCLUSION105
4.2RECOMMENDATIONS109
BIBLIOGRAPHY114
