Appeal Court Upholds Nullification of CAMA Provisions on CAC Powers over Religious Organisations

The court of appeal in Abuja has upheld the nullification of eight provisions of the Companies and Allied Matters Act (CAMA) 2020 that granted the Corporate Affairs Commission (CAC) powers over incorporated trustees, including religious organisations.

In a unanimous judgement delivered on September 17, a three-member panel of the appellate court held that sections 839, 842, 843, 844, 845, 846, 847 and 848 of CAMA infringed on constitutional rights to freedom of thought, conscience and religion, freedom of association, and peaceful assembly.

The judgement was delivered by Donatus Okorowo, with Abba Mohammed and Eberechi Nyesom-Wike concurring.

The case arose from a suit filed by Emmanuel Ekpenyong, a lawyer, against the national assembly, CAC and the attorney-general of the federation.

In 2020, Ekpenyong challenged sections 839, 842, 843, 844, 845, 846, 847, 848 and 851 of CAMA, arguing that the provisions violated his fundamental rights guaranteed by sections 38 and 40 of the 1999 Constitution.

Under section 839, the CAC was empowered, in specified circumstances, to suspend trustees of an association and appoint an interim manager or managers to administer its affairs.

Ekpenyong argued that the provisions could allow the commission to interfere with the leadership and affairs of religious associations.

In April 2023, James Omotosho, a judge of a federal high court in Abuja, agreed with him and nullified sections 839, 842, 843, 844, 845, 846, 847, 848 and 851 of CAMA.

The CAC appealed the judgement, arguing, among other things, that Ekpenyong lacked the legal standing to institute the suit.

However, in its judgement, the court of appeal upheld the lower court’s finding that Ekpenyong had the standing to challenge the provisions, based on his personal interest and membership of a registered religious association.

The appellate court also agreed that the disputed provisions interfered with constitutionally protected rights.

Okorowo held that voluntary associations were generally supreme in the management of their internal affairs and that courts should not interfere except where an association acted contrary to its own constitution.

The court also rejected the argument that the restrictions imposed by the provisions were justified under section 45(1) of the 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 federal high court’s decision concerning section 851.

The lower court had nullified the entire section, which empowers the administrative proceedings committee to determine matters arising under CAMA.

However, the appellate court held that section 851 was unconstitutional only to the extent that it purported to give the committee powers to determine justiciable disputes at first instance, to the exclusion of the federal high court, and impose penalties in the manner of a court.

The court said the committee’s remaining administrative and regulatory functions could continue, subject to the supervisory jurisdiction of the federal high court.

The appellate court consequently dismissed the CAC’s appeal in substantial part while setting aside the wholesale nullification of section 851.

The court ordered that each party bear its own costs.