The theory of corporate personality under the Nigerian Companies and Allied Matters Act 2010 has shown that companies are artificial entities with the attributes of natural persons. Companies are the creation of law and are, in all respects an abstraction which has no human anatomy or mind of its own but rather carries out its activities through the instrumentality of human persons. To determine the criminal intent of this artificial entity or its mental state for purposes of criminal culpability is what this article seeks to unravel. Corporate criminal liability owes its development to fragmented historical background; difficulty arises in drawing a direct analogy between the corporation as an entity, and its human employees the vehicles by which crimes are committed by the company. The work examines the historical background and associated legal impediment resulting from the absence of the vexed mental state of a corporation (mensrea), a pivotal element of criminal law by which a natural person is held criminally liable.

Keywords: Corporate, Criminal, Liability.