The Abuja Division of the Court of Appeal has upheld the judgment of the Federal High Court, Abuja, which struck down several provisions of the Companies and Allied Matters Act (CAMA) 2020. The provisions were found to infringe on fundamental rights guaranteed by the Nigerian Constitution. A three-member panel of the Appeal Court, led by Justice Donatus Okorowo, delivered a unanimous judgment on September 17, 2026.
The appeal was filed by the Corporate Affairs Commission (CAC) through its counsel, Jibrin Okutepa, SAN, challenging the judgment delivered by Justice James Omotosho of the Federal High Court on April 18, 2023. The suit was instituted by constitutional lawyer, Emmanuel Ekpenyong, against the National Assembly, CAC, and the Attorney-General of the Federation. Ekpenyong sought the court's determination on whether Sections 839, 842, 843, 844, 845, 846, 847, 848, and 851 of CAMA infringed on his rights.
The Court of Appeal held that Sections 839, 842, 843, 844, 845, 846, 847, and 848 of CAMA were inconsistent with Sections 38 and 40 of the Constitution. The court also affirmed that Ekpenyong had the legal standing to institute the suit, based on his personal interest and membership of a registered religious association. The appellate court upheld the trial court's finding, noting that voluntary associations were generally supreme over their internal affairs.
The judgment stated that the impugned provisions, properly construed, do infringe on the rights guaranteed by Sections 38 and 40 of the Constitution. The court held that these provisions were not reasonably justifiable within the meaning of Section 45(1), given the sanctity of the rights they intrude upon and the peculiar conditions of the Nigerian state. The court consequently affirmed the Federal High Court's decision striking down the provisions.
However, the Court of Appeal modified one aspect of the Federal High Court's judgment, relating to Section 851 of CAMA. The appellate court declared Section 851 void only to the extent that it purported to confer on the Administrative Proceedings Committee jurisdiction to determine, at first instance and to the exclusion of the Federal High Court, justiciable disputes arising under CAMA and impose penalties in the manner of a court.
The court held that the remaining administrative and regulatory functions of the committee subsist, subject to the supervisory jurisdiction of the Federal High Court. Justice Abba Mohammed and Justice Eberechi Nyesom-Wike concurred with the judgment. The Court of Appeal dismissed the CAC's appeal in substantial part. The judgment was delivered on September 17, 2026, and its Certified True Copy was sighted by journalists in Abuja on Friday.
The nullification of the CAMA provisions has significant implications for incorporated trustees and voluntary associations in Nigeria. The court's decision ensures that the rights of these associations are protected and that the regulatory powers of the CAC are limited. The judgment also underscores the importance of judicial review in ensuring that legislation is consistent with the Constitution.
Key points
- The Court of Appeal has upheld the nullification of several provisions in the Companies and Allied Matters Act (CAMA) 2020.
- The provisions were found to infringe on fundamental rights guaranteed by the Nigerian Constitution.
- The court's decision ensures that the rights of incorporated trustees and voluntary associations are protected.
