Statutory books are books specified to be kept by all companies by the Companies and Allied Matters Act (CAMA).
The books must be placed at the registered office of the company or such other place as the CAMA prescribes. CAMA imposes penalties for companies failing to keep statutory books, the law also provides that statutory books can be kept as physical or electronic copies, they can also be bound into a single book or scattered in several books.
This article lists and explains the various statutory books expected to be kept by companies in Nigeria as specified by the CAMA
Statutory books every company must keep
1. Register of members
Every company in Nigeria is expected to keep a register of members. The members of the company are persons who have been allotted shares in the company and have their names in the Register of members. The entry of a shareholder into the Register of members must be done within 28 days after the share certificate has been issued. The Register contains the following:
- Name and particulars of members
- Details of shareholding(for a company having a share capital)
- Amount paid or to be treated as paid on each share
- Date on which he became a member; and
- Date on which he ceased to be a member.
The location of the Register of members must be situated at the registered office of the company. Nonetheless, where the company arranges with an external person for the making up of the register to be undertaken on behalf of the company, the Register may be kept at the office of such external person at which the work is done. That notwithstanding, the register must not be kept at a place outside Nigeria in the case of a company registered in Nigeria.
2. Index of members
All companies having more than 50 members shall unless the register of members is in such form as to constitute in itself an index, keep an index of the names of the members of the company and shall within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index.
This requirement is mostly for public companies limited by shares whose membership exceeds 50.
The Index is kept where the register of members is kept.
3. Register of directors and secretaries
Every company is expected to keep at its registered office a register of all its directors and secretaries right from when the company was incorporated.
Previously, the Companies and Allied Matters Act (CAMA) mandated all companies to have at least two directors and a secretary, nonetheless, today small companies are no longer required to have 2 directors and a secretary. It, therefore, entails that these companies are no longer required to have a register of directors.
This is the register to be kept by every company, of directors and the shares or debenture held by them.
This does not apply to companies limited by guarantee (even though “every company” was used in 275) as the directors of a company limited by guarantee do not have shareholdings since companies of this nature do not have share capital.
The register of directors’ shareholding must state the details of the director, the class of shares held as well as the number of shares held by them.
CAMA provides that all public companies in Nigeria must keep a register of substantial increase in the shares held in the company. This means at every substantial increase that occurs in the company, a corresponding input must be made to the register.
A substantial increase means 30% ownership of the company’s shares. The register must be kept at the company’s office.
6. Register of charges
The register of charges is yet another statutory book that must be kept by a company. The register of charges contains all the company’s assets that have been charged following an obligation or an indication that the company owes a task to a creditor. When a company pledges its assets, it must give notice to the Corporate Affairs Commission (CAC) and also indicate the pledged asset in its register of charges.
The register of charges must be situated in the office of the company.
7. Register of debenture holders
The register of debenture holders is another important statutory book required to be kept by companies in Nigeria. A debenture holder is one too who the company owes a particular sum of money or obligation. Debenture holders usually carry company debentures, a debenture is a document from a company giving certain rights to its holder.
All debenture holders must be captured in the company’s register of debentures, the information required includes the debenture holder’s details, the amount of the total obligation owed to them, and any other information that can provide clarity to the transaction.
8. Minute book
All companies must have the proceedings of their meetings contained in the minutes of meetings to the company. The company’s minutes must be kept in the office of the company and must be provided for inspection by the members of the company.
All minutes of meetings of the company must be signed by the Chairman and a director attending the meeting. The minutes must contain the matters arising, the attendees, the directors absent, and the proceedings taking place at the said meeting. The minute is perhaps the most popular statutory book held by companies in Nigeria.
9. Accounting records
Every company must have a book of all accounts in its office. The accounting books of a company must contain its balance sheet, impress accounts, financial projections, and other accounting information relating to the company.
The accounting records must be audited by the internal and external auditors of the company and shall always be placed on the floor of the annual general meeting of the company. The company’s financial record must reflect a true position of its financial capacity as it relates to the revenue gains or losses of the company.
Conclusion
The various statutory books are a significant part of company operations in Nigeria and beyond. This article listed the statutory books and offered an understanding of them.
Who can view statutory books?
Not everyone can view the statutory books of a company, only the management, members and secretary can read the company’s statutory books.
