Seyi Olatunbosun and Kenneth Aroh (esq)
(Alias Legal LP)
The Court of Appeal, Abuja Division, has affirmed that eight sections of the Companies and Allied Matters Act 2020 (CAMA) are unconstitutional. The sections gave the Corporate Affairs Commission (CAC) far-reaching powers over incorporated trustees, the legal form used by churches, mosques, charities, NGOs and other associations.
The unanimous judgment was delivered on 17 September 2026 and became public on 2 October 2026. It is the most significant ruling yet on how far the state may go in supervising the internal affairs of voluntary and religious bodies in Nigeria.
How the case reached the Court of Appeal
CAMA 2020 was signed into law in August 2020 and modernised much of Nigerian company law. Its provisions on incorporated trustees were controversial from the start. Section 839 drew the strongest objection, because it allowed the CAC to suspend trustees and appoint interim managers on grounds such as misconduct, mismanagement, fraud or the public interest.
On 31 August 2020, constitutional lawyer Emmanuel Ekpenyong sued the National Assembly, the CAC and the Attorney General of the Federation at the Federal High Court. He argued that the provisions violated his rights to freedom of thought, conscience and religion, to freedom of association and peaceful assembly, and to access to court.
In April 2023, Justice James Omotosho agreed. He held that the powers in sections 839 and 842 to 848 were excessive, struck them down, and also nullified section 851 on the Administrative Proceedings Committee. The CAC appealed.
What the Court of Appeal decided
A three-member panel dismissed the CAC's appeal in substantial part. Justice Donatus Okorowo delivered the lead judgment, with Justices Abba Mohammed and Eberechi Nyesom Wike concurring.
Provision
Subject
Outcome
Section 839
Suspension of trustees and appointment of interim managers
Struck down
Sections 842 to 844
Dormant bank accounts of associations
Struck down
Sections 845 to 848
Accounting records, statements of accounts and returns
Struck down
Section 851
Administrative Proceedings Committee
Unconstitutional in part only
Three strands of reasoning stand out.
- Associations govern themselves. The court held that voluntary associations are generally supreme in managing their internal affairs. Courts should intervene only where an association acts contrary to its own constitution.
- The restrictions were not justified. The provisions infringed sections 38 and 40 of the 1999 Constitution. The court found they were not reasonably justifiable under section 45(1), which permits limits on rights in the interest of defence, public safety, public order, public morality or public health.
- Section 851 survives in part. The trial court had nullified it entirely. The Court of Appeal held it unconstitutional only so far as it lets the Committee decide justiciable disputes at first instance, to the exclusion of the Federal High Court, and impose penalties as a court would. The Committee's remaining administrative and regulatory functions continue, under the supervision of the Federal High Court.
The court also affirmed that Mr Ekpenyong had standing to sue, but on a narrow basis: his personal interest and his membership of a registered religious association.
What it means in practice
For churches, mosques, charities and NGOs. The CAC can no longer rely on section 839 to suspend trustees or install interim managers. Leadership and governance disputes return to the association's own constitution and, where necessary, the courts.
For the CAC. The Commission keeps its role as registrar and regulator of incorporated trustees. What it loses are the intrusive powers the court found incompatible with freedom of religion and association. It also cannot use the Administrative Proceedings Committee as a substitute for the Federal High Court.
For companies and other CAMA entities. The ruling on section 851 reaches beyond incorporated trustees. Any party facing penalties or the determination of a dispute before the Committee may now question whether the Committee is acting within the limits the court has drawn.
A note of caution. The judgment does not remove the need for sound governance. Trustees still owe duties to their members and donors, and other laws on tax, money laundering and fraud continue to apply in full.
What happens next
The CAC may still appeal to the Supreme Court, whose decision would be final. If it does, it may also ask for a stay of the judgment, so the position could change again.
The National Assembly may respond too. The court's reasoning leaves room for a narrower, better-safeguarded oversight regime, and an amendment to Part F of CAMA would be the natural route.
In the meantime, incorporated trustees should take three practical steps.
- Review the association's constitution, so that it deals clearly with the appointment, removal and discipline of trustees and the resolution of internal disputes.
- Keep proper accounting records and continue routine filings until the CAC issues guidance on the affected sections.
- Take advice before responding to any CAC directive or Administrative Proceedings Committee notice that relies on the provisions struck down.
Conclusion
The Court of Appeal has drawn a clear boundary: the state may register and regulate incorporated trustees, but it may not take over their internal affairs. Until the Supreme Court or the legislature says otherwise, that boundary is the law.
Alias Legal LP advises religious bodies, charities, NGOs and companies on CAMA compliance and governance. To discuss how this judgment affects your organisation, contact us on 0816 342 9343 or through www.aliaslegal.com.
This article is for general information only and does not constitute legal advice.