San Diego International Law Journal


C. George Nnona

Document Type



Nigerian company law requires that partnerships of more than 20 persons be incorporated and penalizes those who conduct business in violation of this requirement. The requirement has its conceptual roots in the affairs that precipitated the English Bubble Act of 1720 and its doctrinal origin goes at least as far back as the Joint Stock Companies Registration, Incorporation and Regulation Act of 1844. This article argues that whatever may be the merits of the requirement as enshrined in English company law, the requirement is unconstitutional when transposed into federal legislation within the current constitutional framework of Nigeria. The article further argues that, beyond the issue of constitutionality, the requirement in question is, in policy terms, socially inefficient and illegitimate and that it thus implicates significant sub-optimality. From this basic position the article goes on to draw out broader lessons and implications for the theory and practice of legal transplantation, whether in the post-colonial context or in the current context of heightened harmonization of laws across jurisdictions.