THE CRIMINAL LIABILITY OF CORPORATIONS

By

Author

Presented To

Department of Law

ABSTRACT
This is an attempt to look at the corporations liability for its own acts and those of Its organs or agents and servants. The purpose, then, is to look into the criminal liabilities of Companies for such things as breach of statutory duties, such as failure to make returns and to keep books of accounts or to hold annual general meetings and fraudulent acts such as tax evasion, fraud and other crimes;e.g. deceit and conspiracy. To that extent, therefore, the issues of vicarious liability, liability in tort and contract for those actions or omissions of the corporation's agents or officers would be examined in passing. This area of the law has been chosen for study because corporations, be it public or private, occupy an important segment in the economic and industrial life of a country and should, therefore, be of much interest to company lawyers in particular and the private business enterpreneurs, the general public and Government alike. Companies (including statutory corporations) are the conerstone of any country's industrial and economic growth and, therefore, have a vital role to play in a developing economy like Nigeria where the need for a strong industrial base is manisfestly desirable. The role of companies, therefore, cannot be over emphasized. The resultant effect of their importance is in the overwhelming -iidesire of business enterpreneurs investing their capital in company shares, partnerships and other business concerns thereby creating new avenue for the diversification and investment of capital as against the traditional, unprofitable method of keeping hard currency at home, which is to a very large extent a relic of the past. Since the formation and promotion of companies have become an important avenue of investment in our developing economy it is necessary and pertinent for the avoidance of social friction to examine those acts and omissions for which a company could be held liable criminally or civilly. Through this study it is hoped, there will be a renewed public awareness and confidence in the particular business concern citizens are investing in, as well as providing them the opportunity of knowing what duties companies owe private citizens who have shares in them and other corporate bodies outside their own. With this knowledge at the back of their mind, the activities of company executives will be regulated. Indeed they are presumed to be aware of the extent of their civil and criminal liabilities. Against this background, an attempt has been made by legislation to actually regulate the activities of companies for the benefit of the public and also to ensure a successful development of the country economically and industrially. For instance, the - iii - Nigerian Indigenisation Act has imposed certain limitation on the powers of the management. The Companies Act 1968 also provides for such things as disclosure of accounts, making annual returns, issuance of prospectus or statements in lieu and other requirements. The Banking Act of 1969 also provides in section 11 A(1) that: