Court of Appeal Strikes CAMA Provisions That Restricted Rights

Nigeria’s Companies and Allied Matters Act (CAMA) 2020 was introduced to modernise the country’s corporate regulatory framework. But provisions governing incorporated trustees an arrangement commonly used by churches, mosques, charities, non-governmental organisations and other associations raised a difficult constitutional question: how far can the state regulate an organisation’s administration before regulation becomes interference with constitutionally protected freedoms?

On 17 September 2026, the Court of Appeal in Abuja delivered two related judgments that addressed different parts of that question.

In the appeal brought by the Corporate Affairs Commission (CAC), the court upheld the Federal High Court’s decision invalidating several CAMA provisions that conferred powers over incorporated trustees. The challenged provisions were sections 839 and 842 to 848.

In a separate appeal brought by the claimant, constitutional lawyer Emmanuel Ekpenyong, the court overturned the decision to strike out the National Assembly as a defendant because no pre-action notice had been served. It held that the statutory notice requirement could not render a fundamental-rights enforcement action incompetent.

The two rulings reinforce a common constitutional principle: statutory and administrative powers must operate within the limits imposed by the Constitution.

They do not, however, abolish the CAC’s regulatory role or exempt every lawsuit against a public institution from procedural requirements. Their effects are more specific and legally more significant than that.

The controversy centred on the legal powers available to the CAC in relation to incorporated trustees.

Section 839 was particularly contentious because it empowered the Commission, in specified circumstances, to suspend trustees and appoint interim managers. The statutory grounds included matters such as misconduct, mismanagement, fraud and circumstances in which intervention was considered necessary in the public interest.

The wider provisions addressed aspects of the regulation and administration of incorporated trustees. The government’s interest in accountability is understandable: organisations operating through registered legal structures must be subject to appropriate oversight, particularly where questions of financial management, governance or compliance arise.

But the existence of a legitimate regulatory objective does not automatically make every regulatory power constitutional.

Religious organisations and civil society groups raised concerns that the disputed provisions could permit state authorities to interfere in internal leadership, administration and decision-making. The concern was not merely that organisations might face regulatory scrutiny. It was that the statutory framework could allow intervention in matters closely connected to religious practice and freedom of association.

The Christian Association of Nigeria was among the bodies that expressed concerns about the provisions. The CAC, meanwhile, maintained that it would not exercise its powers arbitrarily and that its actions remained subject to judicial review.

The litigation ultimately required the courts to examine the powers as enacted, rather than decide the dispute solely on the basis of assurances about how those powers might be exercised.

Ekpenyong instituted proceedings in the Federal High Court in Abuja on 31 August 2020, shortly after CAMA was signed into law.

He challenged sections 839, 842 to 848 and 851, arguing that the provisions infringed constitutionally protected rights, including freedom of thought, conscience and religion; freedom of association; peaceful assembly; and access to the courts.

Two constitutional provisions were central to the substantive challenge.

Section 38 of the Constitution protects freedom of thought, conscience and religion. Its protection extends to the ability to hold or adopt religious beliefs and to manifest and practise religion, subject to the constitutional framework.

Section 40 protects the right to assemble freely and associate with other persons, including the right to form or belong to associations for the protection of interests.

These freedoms matter to incorporated trustees because registration and corporate status can provide the legal structure through which an association owns property, administers funds, organises its activities and maintains its institutional identity.

The legal issue was therefore not simply whether the CAC could regulate registered organisations. It was whether the particular powers conferred by CAMA crossed the constitutional boundary by allowing state intervention that infringed protected freedoms.

In April 2023, Justice James Omotosho of the Federal High Court ruled in Ekpenyong’s favour on the substantive challenge.

The court found that the powers conferred on the CAC under sections 839 and 842 to 848 were excessive and infringed the claimant’s constitutional rights. It declared the disputed provisions unconstitutional, null and void.

The lower court also invalidated section 851, which provides for an Administrative Proceedings Committee to determine certain matters arising under CAMA. The court considered that provision inconsistent with the constitutional allocation of jurisdiction to the Federal High Court.

However, the April 2023 judgment did not resolve every issue in the same way. Although the judge accepted the claimant’s substantive arguments, he struck out the National Assembly as a defendant because it had not been served with a three-month pre-action notice under section 21 of the Legislative Houses (Powers and Privileges) Act 2017.

That created two separate grounds for appeal.

The CAC challenged the invalidation of the CAMA provisions. Ekpenyong challenged the decision to remove the National Assembly from the case because of the missing notice.

The Court of Appeal’s September 2026 decisions addressed both disputes, but their legal effects must be distinguished.

In the appeal brought by the CAC, the Court of Appeal substantially agreed with the Federal High Court’s constitutional analysis.

The appellate panel held that voluntary associations generally possess authority over their internal affairs, subject to their governing constitutions and applicable law. Courts should not ordinarily interfere with internal management unless the association has acted contrary to its own constitution or a relevant legal rule.

The court concluded that the challenged CAMA provisions infringed the constitutional protections for freedom of thought, conscience and religion, association and peaceful assembly.

It also rejected the argument that the restrictions were justified under section 45(1) of the Constitution.

Section 45 permits certain laws to restrict specified rights protected by sections 38, 39, 40 and 41, but only within its defined grounds and where the constitutional conditions are met. A restriction cannot be justified merely because the legislature has enacted it or because a regulator considers intervention useful.

The constitutional question is whether the restriction falls within the limits permitted by the Constitution.

The Court of Appeal upheld the invalidation of sections 839 and 842 to 848. The result places a legal limit on the specific powers those provisions conferred on the CAC where they conflict with the rights protected by the Constitution.

This does not mean that incorporated trustees are exempt from regulation, or that the state can never intervene in cases of fraud, misconduct or mismanagement. It means that regulatory intervention must have a lawful basis and comply with constitutional protections. The judgment does not give organisations immunity from otherwise valid laws.

The treatment of section 851 requires particular care.

The Federal High Court had invalidated the section in its entirety. The Court of Appeal modified that part of the decision.

The appellate court held that section 851 was unconstitutional to the extent that it purported to give the Administrative Proceedings Committee power 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.

However, the Court of Appeal did not uphold the wholesale nullification of the section. It preserved the committee’s remaining administrative and regulatory functions, subject to the supervisory jurisdiction of the Federal High Court.

That distinction is important for organisations, regulators and legal practitioners.

The decision draws a line between administrative regulation and the exercise of judicial power. An administrative body may carry out functions assigned to it by law, but it cannot use those functions to displace the courts’ constitutionally established jurisdiction over justiciable disputes or assume the role of a court where the law does not permit it.

Accordingly, the correct conclusion is not that the CAC lost every power associated with section 851. The court narrowed the provision’s lawful operation by identifying the extent to which its powers could not constitutionally be exercised.

The related appeal addressed a different but equally important issue: whether the failure to serve a pre-action notice on the National Assembly could prevent a fundamental-rights case from proceeding against it.

Section 21 of the Legislative Houses (Powers and Privileges) Act 2017 requires a person intending to sue the National Assembly to give three months’ notice before instituting proceedings.

The National Assembly argued that the notice was a condition precedent to the action. The Attorney-General of the Federation also opposed the appeal, maintaining that the absence of notice rendered the claim premature and incompetent.

Ekpenyong’s position was that the requirement could not override the constitutional right to approach a court for redress over an alleged violation of fundamental rights.

The Court of Appeal accepted that argument.

Section 46(1) of the Constitution provides a route for a person alleging that a fundamental right guaranteed under Chapter IV has been, is being or is likely to be contravened to apply to a competent court for redress.

The appellate court held that the statutory pre-action notice requirement could not restrict that constitutional right of access to the courts in a fundamental-rights enforcement proceeding. It set aside the portion of the Federal High Court judgment that had struck out the National Assembly as a defendant and ordered that the legislature be restored as a party.

The court also rejected reliance on the constitutional provision cited by the respondents as a basis for legislative immunity in this case.

The judgment’s reasoning was that a statutory procedural requirement could not lawfully obstruct the immediate constitutional access provided for fundamental-rights claims.

This is not a declaration that pre-action notices are invalid in every kind of litigation. Such notices can remain relevant where the applicable law requires them and the proceedings do not fall within the constitutional protection identified by the court. The decision concerns their application to proceedings brought to enforce Chapter IV rights.

The two judgments are related, but they answer different legal questions.

The CAC’s appeal concerned the constitutionality of the powers granted by CAMA. The Court of Appeal upheld the invalidation of the specified provisions and modified the lower court’s decision on section 851.

Ekpenyong’s appeal concerned the procedural effect of failing to serve pre-action notice on the National Assembly. The court held that the omission did not make the fundamental-rights action incompetent against the legislature and restored it as a defendant.

The procedural ruling did not create the constitutional findings against the disputed CAMA provisions. Those findings were upheld in the separate CAC appeal.

Equally, the ruling on the notice requirement should not be read as invalidating section 21 of the 2017 Act for all purposes. Its effect is narrower: the notice requirement could not be used to prevent this fundamental-rights enforcement action from proceeding against the National Assembly.

That distinction matters when assessing the judgment’s precedential value. Courts and litigants must identify the issue actually decided and the legal reasoning supporting it, rather than turn a specific constitutional holding into a general exemption from procedural law.

What the ruling means for religious organisations and civil society

For churches, mosques, charities, NGOs and other bodies registered as incorporated trustees, the decision limits the specific intervention powers contained in the provisions the Court of Appeal upheld as unconstitutional.

It strengthens the legal argument that internal governance and association-related decisions cannot be subjected to state intervention without regard to constitutional rights.

For the CAC, the ruling does not eliminate its role as a corporate regulator. It does, however, reinforce the need to exercise statutory powers within constitutional boundaries. Regulatory objectives such as transparency and accountability must be pursued through lawful mechanisms.

For lawyers and civil society organisations, the separate ruling on pre-action notice clarifies that a statutory notice requirement cannot automatically defeat a claim seeking to enforce constitutionally guaranteed fundamental rights.

For lawmakers, the case demonstrates the constitutional limits that apply when legislation gives public bodies powers affecting private associations. Where regulation intersects with fundamental freedoms, legislative drafting must account for both the public interest and the constitutional protections at stake.

The Court of Appeal’s judgments represent a significant appellate outcome, but they are not beyond further challenge. An aggrieved party may seek to appeal to the Supreme Court, subject to the applicable rules governing appeals and any necessary procedural requirements.

Until a decision is altered through a lawful process, the Court of Appeal’s operative rulings govern the matters it decided.

The practical consequences should be understood precisely. The invalidation of sections 839 and 842 to 848 restricts the CAC’s ability to rely on those provisions in ways declared unconstitutional. The modification of section 851 preserves its remaining administrative and regulatory functions within the limits set by the court. The ruling on pre-action notice restores the National Assembly to the particular fundamental-rights case; it does not exempt every lawsuit against the legislature from procedural requirements.

The wider lesson is that the Constitution does not stand apart from company regulation. It determines the limits within which company law and administrative powers may operate.

Conclusion: corporate regulation must remain within constitutional limits

The Court of Appeal’s 17 September 2026 decisions mark an important moment in the relationship between corporate regulation and fundamental rights in Nigeria.

The court upheld the invalidation of CAMA provisions that conferred extensive powers over incorporated trustees, including religious organisations. It also confirmed that a failure to serve pre-action notice could not defeat the claimant’s fundamental-rights action against the National Assembly.

The result is not the end of corporate regulation. It is a clarification of its boundaries.

Regulators retain lawful administrative responsibilities, but they cannot exercise powers in a manner that infringes constitutionally protected freedoms. Similarly, statutory procedures cannot be applied to obstruct the constitutional right to seek redress for alleged fundamental-rights violations where the court has held the requirement inapplicable.

For religious bodies, civil society organisations, regulators and lawmakers, the message is clear: accountability is a legitimate objective, but the means used to achieve it must remain constitutional.