From 1986 to 1996, for example, the figure of
unclaimed dividends stood at N4 billion, from 1996
to 2006 it increased to N40 billion, Owolabi and
Obida [1], from 2006 to 2016 it rose to N80 billion
and as at 2018 it stood at N130 billion, and still
counting, Olowokeere [2]. There have been efforts
policies made by government to address the rising
trend of unclaimed dividends in Nigeria. They
include, setting up the Companies and Allied Matters
Act of 1990,( which was reviewed in 2004), the
introduction of Central Securities and Clearing
System (CSCS), the establishment of Investment and
Securities Act of 2007, and recently, the introduction
of e-dividends payment system. This is in addition to
the introduction of Bank Verification Number
introduced to capture the profile of Nigerians that
have anything to do with banks. Despite these
measures, a lot of arguments have been put forward
as to how to deal with the rising unclaimed dividends
in Nigeria. This problem had attracted the attention
of the National Assembly for the past 10 years, and
had led to a proposal by the National Assembly to set
up a committee to manage the unclaimed dividends
but this was rejected by the Shareholders`
Association of Nigeria. Many stakeholders have
taken different positions in terms of what causes the
rising trend of unclaimed dividends and how the
rising unclaimed dividends could be resolved. There
are existing extant laws that guide the treatment of
dividend payments and unclaimed dividends in
Nigeria. Specifically, the Companies and Allied
Matters Act ( CAMA) of 1990, Investments and
Securities Act (ISA) 2007, had made provisions for
investment and how unclaimed dividends should be
treated. In 2006, the Securities and Exchange
Commission, SEC, proposed to the National
Assembly to establish the Unclaimed Dividend Trust
Fund (UDTF), but this was rejected by the National
Assembly. This opened the gate for the argument for
and against management of unclaimed dividends in
Nigeria among SEC, shareholders associations, and
the quoted companies themselves.
The Companies and Allied Matters Act (CAMA)
1990, states that dividends which remain unclaimed
after fifteen months of being declared are supposed
to have been returned to the company from which the
beneficiary/investor may make a claim not later than
twelve years afterwards. It was this provision that
SEC made a fresh proposal in 2017, to establish a
Nigerian Capital Market Development Fund,
NCMDF to the National Assembly as follows: that
Pursuant to the provisions of Section 313(1)(n) of the
Investments and Securities Act (ISA) 2007.
companies and registrars in custody of dividends
which remain unclaimed by shareholders for 12
years, after the date of declaration or subsequently
attain the 12 years threshold, shall upon the coming
into effect of this rule, transfer such monies into the
coffers of the Nigerian Capital Market Development
Fund (NCMDF). The proposal also stated that all
companies and registrars shall not later than 30 days,
after the end of every calendar year, forward to the
Commission a report of unclaimed dividends in their
custody. Companies shall disclose details of
compliance in their annual reports, Egwuatu [3]. The
main argument of SEC was that most unclaimed
dividends are being used as working capital by
companies contrary to CAMA’s provision, that it
should be invested outside the company. Dividends,
once declared, belonged to shareholders and should
not be ploughed back into the companies. SEC
believes that with such free money, it would distort
the company’s actual financial position and make
their performance measurement very difficult. And
when such quoted firms fail or are liquidated, the
investors would not be able to claim their dividends
and the dividends were not being managed by the
registrars. This practice has negative implications for
market growth and development. SEC further
argued that the bulk of the unclaimed dividends that
are more than 12 years belongs to people who are
dead; multiple applicants who do not have bank
account in their names, or small amounts of money
that is not worth claiming. Someone that has not
claimed his or her dividend in 12 years is unlikely to
do so. And that since such unclaimed dividends are
statute barred, and thus forfeited by the shareholders
in accordance with sections 379 – 386 of CAMA.
Sections 379-386 states that: (a) Where
dividends are returned to the company unclaimed, the
company shall send a list of the names of the persons
entitled with notice of the next annual general
meeting to the members. (b) After the expiration of
three months’ notice, the company may invest the
unclaimed dividend for its own benefit in an
investment outside the company and no interest shall
accrue on the dividends against the company. (c)
Such dividends are to be regarded as special debts
due to and recoverable by shareholders within 12
years and actionable only when declared. This was
the lacuna that the firms exploited and which SEC
WSEAS TRANSACTIONS on BUSINESS and ECONOMICS
DOI: 10.37394/23207.2023.20.9
Emoarehi Eriki, Francis O. Iyoha, Dorcas Adetula