Can Minors Be Directors and Hold Shares in Nigeria?

By Alexander Odidi, Esq. A


        Source: CDC on Unsplash


Parents, guardians, and well-meaning families always want to leave a legacy for younger ones. This includes positioning children in companies they could run, serve in, or inherit in the future. However, this situation poses a lot of questions. Can a minor be a shareholder in a company in Nigeria? And can a minor be a director? 

Thankfully, Nigerian company law draws a clear line between owning shares in a company and actively running one as a director. Under the Companies and Allied Matters Act 2020 (CAMA 2020), the answer differs depending on whether we are talking about a minor as a shareholder or a minor as a director.

Who is a “Minor” Under CAMA 2020?

CAMA 2020 defines a minor simply as a person who has not attained the age of 18 years. This definition underpins the specific rules that follow for both shareholding and directorship.

Can a minor hold shares?

Yes, but this comes with some safeguards. Section 20 of CAMA 2020 sets out categories of persons who may not ordinarily hold shares, and minors fall within this group by default. However, the same section carves out an important exception: a person under 18 will not be disqualified from holding shares provided that at least two other persons, who are not themselves disqualified, are also listed as shareholders in the company.

In practice, this means a minor cannot be the sole or single shareholder of a Nigerian company, but can comfortably hold shares alongside two or more qualifying adult shareholders. This is a common structure for family businesses, where parents allocate shares to children as part of succession or estate planning, while retaining their own shareholding to satisfy the statutory requirement.

These measures are put in place for various reasons. A minor lacks full contractual capacity, and shares are typically held on the minor's behalf. For example, through a parent or guardian acting as trustee, or via a trust arrangement, until the minor reaches the age of majority and can deal with the shares in their own right.

Can a Minor be a Director?

No. Section 283(1) of CAMA 2020 is unambiguously clear about it: a person under the age of 18 cannot be appointed as a director of a company. Being a director carries fiduciary (financial) duties, decision-making authority, and personal legal responsibility for the company's affairs. These are responsibilities the law reserves for persons with full legal capacity. 

Being a minor is therefore listed among the automatic grounds for disqualification from serving as a director, alongside grounds such as unsoundness of mind and insolvency.

Unlike the shareholding rule, there is no equivalent exception that allows a minor to serve as director simply because other qualifying adults are also on the board. The restriction is absolute: age 18 is the threshold, full stop.

        Source: Kate.sade on Unsplash

Why Does This Distinction Make Sense? 

The difference in directorship and ownership of shares reflects the different nature of the two roles. Holding shares is essentially a passive, proprietary interest where the minor owns a stake in the company but does not exercise day-to-day control. The law is comfortable extending this benefit to minors, subject to safeguards, much as it permits minors to own other forms of property.

Directorship, by contrast, is an active governance role. Directors sign contracts, incur liabilities, make strategic decisions, and can be held personally accountable for breaches of duty. Nigerian law, like most common law jurisdictions, withholds this responsibility from those who cannot yet be bound by contract in the ordinary course.

Key Takeaways 

A minor can be a shareholder, provided at least two other, non-disqualified persons are also shareholders in the company.

A minor's shares are usually managed by a parent, guardian, or trustee until the minor attains majority.

A minor cannot, under any circumstance, be appointed a director, per Section 283(1), which sets an absolute bar at 18 years.

Businesses considering family shareholding structures involving children should still register through the Corporate Affairs Commission (CAC) in the usual way, ensuring the shareholding structure satisfies Section 20's requirements.


Alexander Odidi, esq. writes on business registration and compliance in Nigeria.


Disclaimer: This article is for general informational purposes only and does not constitute legal advice. Company structures involving minors should be reviewed with a qualified legal practitioner before implementation.

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