DIVISION OF POWERS OF PRIMARY ORGANS OF A COMPANY IN NIGERIA: A LEGAL APPRAISAL.

Abstract

This paper examines the distribution and exercise of corporate powers among the primary organs of a company under the Companies and Allied Matters Act 2020 (CAMA 2020), with particular emphasis on the board of directors, managing directors, and members in general meeting. Anchored on section 87 of CAMA 2020, the study demonstrates that Nigerian company law deliberately separates managerial authority from shareholder control in order to promote efficiency, accountability, and effective corporate governance. While the board of directors is vested with the power to manage the business and affairs of the company, shareholders in general meeting retain supervisory and constitutional powers over fundamental corporate decisions. The paper analyses the powers of directors and the board as a collective organ, showing that individual directors possess no inherent authority outside board authorisation. It further examines the statutory framework for delegation of powers to managing directors under sections 88 and 289(5) of CAMA 2020, arguing that once validly delegated, the managing director functions as a statutory organ of the company whose acts, when carried out in the ordinary course of business, bind the company. However, such delegated authority remains subject to fiduciary duties and active board oversight. A central focus of the paper is the seeming conflict between the powers of the board of directors and those of members in general meeting, particularly in relation to the institution of legal proceedings on behalf of the company. By engaging with Nigerian and persuasive common law authorities, the paper demonstrates that while shareholders possess residual powers under section 87(5) of CAMA 2020, these powers are interventionist and remedial, arising only where the board is unable, unwilling, or has neglected to act. The paper concludes that CAMA 2020 establishes a balanced corporate governance structure in which directors manage, managing directors execute delegated authority, and members in general meeting exercise oversight and corrective control. Judicial interpretation under the post-CAMA 2020 regime increasingly reinforces this balance by recognising the primacy of board management while preserving shareholder intervention as a safeguard against abuse, deadlock, or failure of corporate leadership.