The Court of Appeal in Abuja has upheld the nullification of eight provisions of the Companies and Allied Matters Act (CAMA) 2020 that empowered the Corporate Affairs Commission (CAC) to exercise regulatory powers over incorporated trustees, including religious organisations.
In a unanimous judgment delivered on September 17, 2026, a three-member panel of the appellate court held that Sections 839, 842, 843, 844, 845, 846, 847 and 848 of CAMA violated constitutionally protected rights to freedom of thought, conscience and religion, freedom of association and peaceful assembly.
The judgment was delivered by Justice Donatus Okorowo, with Justices Abba Mohammed and Eberechi Nyesom-Wike concurring.
The case followed a suit instituted by a lawyer, Emmanuel Ekpenyong, against the National Assembly, the CAC and the Attorney-General of the Federation.
Ekpenyong had, in 2020, challenged Sections 839, 842, 843, 844, 845, 846, 847, 848 and 851 of CAMA, arguing that the provisions violated his fundamental rights guaranteed under Sections 38 and 40 of the 1999 Constitution.
One of the disputed provisions, Section 839, empowered the CAC, under specified circumstances, to suspend trustees of an association and appoint an interim manager or managers to oversee its affairs.
Ekpenyong argued that the provision could enable the commission to interfere with the leadership and internal affairs of religious associations.
In April 2023, Justice James Omotosho of the Federal High Court in Abuja upheld Ekpenyong’s challenge and nullified Sections 839, 842, 843, 844, 845, 846, 847, 848 and 851 of CAMA.
The CAC subsequently appealed the decision, arguing, among other grounds, that Ekpenyong lacked the legal standing to institute the suit.
However, the Court of Appeal rejected the argument, affirming that Ekpenyong had sufficient standing to challenge the provisions based on his personal interest and membership of a registered religious association.
The appellate court also upheld the lower court’s finding that the contested provisions interfered with constitutionally protected rights.
Justice Okorowo held that voluntary associations were generally supreme in the management of their internal affairs, stressing that courts should not interfere except where an association acted contrary to the provisions of its own constitution.
The court further rejected the argument that the restrictions imposed by the disputed provisions were justified under Section 45(1) of the 1999 Constitution.
It consequently affirmed the Federal High Court’s decision nullifying Sections 839 and 842 to 848 of CAMA.
Court Modifies Ruling on Section 851
The Court of Appeal, however, modified the lower court’s decision concerning Section 851 of CAMA.
The Federal High Court had nullified the entire section, which empowers the Administrative Proceedings Committee to determine matters arising under the Act.
The appellate court held that Section 851 was unconstitutional only to the extent that it purported to empower 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.
According to the appellate court, the committee’s other administrative and regulatory functions could continue, subject to the supervisory jurisdiction of the Federal High Court.
The court consequently dismissed the CAC’s appeal in substantial part but set aside the wholesale nullification of Section 851.
It ordered each party to bear its own costs.
