Facts:

Primetech Designs and Nigeria Limited (1st Plaintiff’s) is a private company registered in Nigeria under the old CAMA and having two shareholders, Martin Brack and Julius Berger Nigeria PLC, the (2nd Plaintiff). By a share transfer instrument, dated April 25, 2022, Marthin Brack transferred all of his shares in the 1st Plaintiff to the 2nd Plaintiff. Thus, the 2nd Plaintiff became the only member/shareholder of the 1st Plaintiff. Following the transfer of shares from Martin Brack to the 2nd Plaintiff, the 1st Plaintiff notified the Corporate Affairs Commission (the Defendant) of the change in shareholding for the Defendant to update its Company Registration Portal (“CRP”) to reflect the share transfer and the fact that the 2nd Plaintiff was now the sole shareholder of the 1st Plaintiff . The Defendant, however, did not respond to the 1st Plaintiff. The 1st Plaintiff instructed its Solicitors, the fi rm of Messrs Ekhato & Co to formally request the Defendant to acknowledge the share
transfer transaction and update its CRP accordingly. The Defendant, however, queried the 1st Plaintiffs application, relying on the provisions of sections 18 (1) and (2) and 571 (c) of CAMA.

The 1st Plaintiff , through a letter issued by Messrs Ekhato & Co, responded to the Defendant and explained in sufficient detail why the Defendant’s position was untenable and inconsistent with the overriding policy objectives and legislative intent underpinning the enactment of CAMA. All attempts by the Plaintiff s and their solicitors to persuade the Defendant to change its position proved abortive. Accordingly, the Plaintiffs were constrained to institute this action.

The Defendant on her part, while not denying the facts as deposed to by the Plaintiff s leading to the institution of this suit, stated that the 2nd Plaintiff and Mr. Martin Brack are the two shareholders of the 1st Plaintiff since its formation by virtue of which the 1st Plaintiff has been a two-member company. That by CAMA 2020 a company with two or more shareholders as the 1st Plaintiff herein cannot reduce their membership to less than two or re-registered from two members into a single-member company and that CAMA 2020 did not make provision for the reduction of membership of companies in existence before its enactment, or
re-registration or conversion of such companies to a single member company.