Abuja Division of the Court of Appeal has affirmed the judgment of the Federal High Court, Abuja, which struck down several provisions of the Companies and Allied Matters Act (CAMA) 2020 on the grounds that they infringed fundamental rights guaranteed by the Nigerian Constitution.

A three-member panel of the Appeal Court, in a unanimous judgment delivered by Justice Donatus Okorowo, dismissed the appeal filed by the Corporate Affairs Commission (CAC), holding 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 constitutional lawyer, Emmanuel Ekpenyong, had the legal standing to institute the suit, based on his personal interest and membership of a registered religious association.

Although the judgment was delivered on September 17, 2026, its Certified True Copy was sighted by journalists in Abuja on Friday.

The appeal was filed by the CAC through its counsel, Jibrin Okutepa, SAN, challenging the judgment delivered by Justice James Omotosho of the Federal High Court on April 18, 2023.

Ekpenyong had instituted the suit marked FHC/ABJ/CS/1076/2020 against the National Assembly, CAC and the Attorney-General of the Federation as first to third defendants respectively.

In the originating summons filed on August 31, 2020, he asked the court to determine whether Sections 839, 842, 843, 844, 845, 846, 847, 848 and 851 of CAMA infringed on his rights to freedom of thought, conscience and religion, freedom of association and peaceful assembly, as well as his right of access to court.

He relied on Sections 38 and 40, as well as Sections 4(8), 6(6)(b), 36(1) and 251(1)€ of the Constitution.

In his judgment, Justice Omotosho agreed that the powers granted to the CAC to regulate and administer incorporated trustees under Sections 839 to 848 of CAMA 2020 were excessive and infringed on Ekpenyong’s rights to freedom of thought, conscience and religion and freedom of association and peaceful assembly.

The judge also held that Ekpenyong had the locus standi to institute the action and consequently declared Sections 839, 842, 843, 844, 845, 846, 847, 848 and 851 unconstitutional, null and void.

Justice Omotosho further held that Section 851, which empowered the Administrative Proceedings Committee to hear matters arising under CAMA, was inconsistent with Section 251(1)€ of the Constitution, which confers relevant jurisdiction on the Federal High Court.

However, the Court of Appeal modified that aspect of the Federal High Court’s judgment.

Delivering the appellate judgment, Justice Okorowo held that Section 851 was unconstitutional only to the extent that it purported to vest the Administrative Proceedings Committee with jurisdiction to determine justiciable disputes at first instance and impose penalties in the manner of a court, to the exclusion of the Federal High Court.

He said the other administrative and regulatory functions of the committee remained valid, subject to the supervisory jurisdiction of the Federal High Court.

On Ekpenyong’s standing to institute the suit, the appellate court upheld the trial court’s finding, noting that his personal interest and membership of a registered religious association provided the basis for his action.

The court held that voluntary associations were generally supreme over their internal affairs and that courts would not intervene except where an association acted in breach of its own constitution.

Justice Okorowo further held that the trial court was right to strike down the impugned provisions because they intruded on the freedoms protected by Sections 38 and 40 of the Constitution and were not saved by the limitation provisions of Section 45(1).

The judgment stated: “The impugned provisions, properly construed as a matter of statutory interpretation, do infringe the rights guaranteed by Sections 38 and 40 of the Constitution.

“Those provisions are 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 Sections 839, 842, 843, 844, 845, 846, 847 and 848 of CAMA 2020.

However, it set aside the wholesale nullification of Section 851, declaring it 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 remaining administrative and regulatory functions of the committee subsist, subject to the supervisory jurisdiction of the Federal High Court,” the court held.

It consequently dismissed the CAC’s appeal in substantial part.

Justice Abba Mohammed and Justice Eberechi Nyesom-Wike concurred with the judgment. (Nigerian Tribune)