Piercing the Corporate Veil in Nigerian Company Law: Judicial Trends and Business Implications

📖 ABSTRACT/OVERVIEW

The doctrine of piercing the corporate veil constitutes a critical exception to the foundational principle of separate legal personality established in Salomon v Salomon and entrenched in the Companies and Allied Matters Act 2020. This study examines judicial trends in the application of veil-piercing in Nigeria, with a focus on commercial and contractual disputes adjudicated between 2018 and 2024. Employing a doctrinal methodology, the research analyses decisions of the Court of Appeal and Supreme Court of Nigeria to identify the circumstances under which Nigerian courts are willing to disregard the corporate form. The study further conducts a comparative analysis with United Kingdom and South African jurisprudence to assess whether Nigerian courts have adopted a consistent and principled approach. Findings indicate that Nigerian courts have applied veil-piercing inconsistently, often conflating fraud-based piercing with implied agency and alter ego theories without clear analytical distinction. The study argues that this inconsistency creates significant legal uncertainty for investors and corporate actors. Small and medium-sized enterprises operating in the North Central states, particularly in Abuja and Niger State, are shown to be disproportionately affected by this uncertainty in contractual disputes. Recommendations include legislative clarification within the Companies and Allied Matters Act and the development of judicial guidelines to standardise veil-piercing analysis. Keywords: corporate veil, separate legal personality, CAMA 2020, judicial trends, company law

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Departments# Private Law