The Court of Appeal in Abuja has upheld a ruling striking down key provisions of Nigeria’s Companies and Allied Matters Act (CAMA) 2020 that gave the Corporate Affairs Commission (CAC) powers over incorporated trustees, including religious organisations.
In a unanimous judgement delivered on 17 September, a three-member panel held that Sections 839, 842, 843, 844, 845, 846, 847 and 848 of the Act infringed constitutionally protected rights to freedom of thought, conscience and religion, as well as freedom of association and peaceful assembly.
Justice Donatus Okorowo delivered the lead judgement, with Justices Abba Mohammed and Eberechi Nyesom-Wike concurring.
The case followed a legal challenge filed by constitutional lawyer Emmanuel Ekpenyong against the National Assembly, the CAC and the Attorney-General of the Federation.
At the centre of the dispute was Section 839, which empowered the CAC, under certain circumstances, to suspend trustees of an association and appoint interim managers to oversee its affairs.
Ekpenyong argued that the provisions could allow the commission to interfere with the leadership and internal affairs of religious associations, contrary to rights guaranteed by Sections 38 and 40 of the 1999 Constitution.
The Federal High Court in Abuja had agreed with him in April 2023 and nullified the disputed provisions. The CAC subsequently appealed the decision, challenging, among other issues, Ekpenyong’s legal standing to bring the case.
The Court of Appeal, however, affirmed that he had the necessary standing, noting his personal interest and membership of a registered religious association. It also agreed with the lower court that the disputed provisions interfered with constitutionally protected freedoms.
Justice Okorowo said voluntary associations generally have authority over their internal affairs and that courts should not interfere unless an association acts contrary to its own constitution.
The appellate court also rejected the argument that the restrictions imposed by the provisions could be justified under Section 45(1) of the Constitution.
The court therefore affirmed the nullification of Sections 839 and 842 to 848 of CAMA.
Court modifies ruling on Section 851
However, the Court of Appeal made a distinction concerning Section 851 of CAMA.
The Federal High Court had nullified the entire section, which empowers the Administrative Proceedings Committee to deal with matters arising under the Act.
The appellate court ruled that the provision was unconstitutional only to the extent that it allowed the committee to determine justiciable disputes at first instance, to the exclusion of the Federal High Court, and to impose penalties in the manner of a court.
It held that the committee’s remaining administrative and regulatory functions could continue, subject to the supervisory jurisdiction of the Federal High Court.
The Court of Appeal consequently dismissed the CAC’s appeal in substantial part while modifying the lower court’s decision on Section 851.
The ruling marks a significant judicial development in the regulation of incorporated trustees, including churches, mosques, charities, NGOs and other voluntary associations in Nigeria.
