Behind the Veil of Incorporation: A Comparative Study on the Liability of Shareholders in European Union and Nigeria

This dissertation focuses on the principle of piercing the veil of incorporation to see those behind the veil to impose liabilities on them in certain circumstances. It is trite that once a company is incorporated, it becomes a distinct or separate person from the founder(s), and shareholders of the company. It is called a legal person, it can sue and be sued, the shareholders are only liable to the amount they contribute or agreed to contribute in the formation of the company. The shareholders assets and properties are protected against the creditors of the company. The personal assets of the shareholders cannot be used to pay any loan or debenture even at the point of winding up of the company. However, this principle is not a straight jacket rule, there are instances in which both the legislature of a county or even court impose liabilities on shareholders or founders of the company in certain circumstances such as fraud, noncompliance with company laws or regulations, undercapitalisation, etc which we refer to as “Lifting, Piercing or Going behind the veil of incorporation”. This dissertation will give an insight on exceptions applicable in the European Union and Nigeria using statutes and court decisions and will provide some recommendations relying largely on both primary and secondary sources of law of European Union and Nigeria relating to this principle of law.MSc/MALL.M.N.I