On 10 June 2026, the Court of Appeal confirmed that private companies incorporated before CAMA 2020 may lawfully operate with a single shareholder.

At a glance

• The Court of Appeal held that section 18(2) of the Companies and Allied Matters Act 2020 (CAMA 2020) applies to all private companies, regardless of incorporation date.
• Private companies incorporated under the repealed CAMA 1990 no longer need two shareholders and can restructure down to one.
• The Corporate Affairs Commission (CAC) must now process filings, including share transfers, that leave a pre-CAMA 2020 company with a single shareholder.

The decision closes a question that has lingered since CAMA 2020 took effect and unlocks restructurings the CAC had previously refused to register.

Background

CAMA 2020 dropped the mandatory two-shareholder rule for private companies, with section 18(2) allowing incorporation by a single shareholder. The CAC nonetheless took the view that this only applied to companies incorporated under CAMA 2020, and refused to register share transfers or other changes that would leave an older company with one shareholder. That position was challenged in Primetech Design and Engineering Nigeria Limited & Julius Berger Nigeria Plc v. Corporate Affairs Commission, where the Federal High Court ruled on 30 July 2024 that the single-shareholder structure applies to all private companies regardless of incorporation date. The CAC appealed.

The Court of Appeal’s Decision

• Section 18(2) applies universally: The Court found no basis for distinguishing between companies incorporated before and after CAMA 2020 came into force.
• Restructuring now open to CAMA 1990 companies: This is the point that matters most in practice: companies incorporated before CAMA 2020 can now drop to a sole shareholder, and businesses previously blocked from doing so by the CAC’s stance can revisit those transactions.
• CAC must process the filings: Until or unless overturned, the CAC has to approve share transfer filings that result in a single-shareholder structure.
• Further appeal still possible: The CAC can still take the case to the Supreme Court, though the Court of Appeal ruling stands as the binding position for now.

Impact and Considerations

The ruling gives pre-CAMA 2020 companies the same ownership flexibility as those incorporated afterward, and fits Nigeria’s wider push to simplify corporate compliance. Clients holding older Nigerian entities that shelved a restructuring because the CAC wouldn’t register it can now move forward. Since the CAC could still appeal further, clients should understand the position is binding today but not necessarily final.