The Companies and Allied Matters Act 2020 (CAMA) was signed into law on August 2020. Following the promulgation of the law, there was considerable public celebration around the reforms introduced by the new legislation. However, Mr. Kayode F. Adeniji took a different view of certain provisions of the new law, particularly those relating to the regulation of incorporated trustees, especially the religious bodies.
Few days after the law was signed, on 12th August, 2020, Mr. Kayode F. Adeniji published an article in TheCable titled, “NGO, religious organisation regulation bill smuggled into CAMA 2020.” In that article, he questioned the constitutionality and practical consequences of the new provisions of sections 839 to 848 of CAMA, particularly Section 839, which empowered the Corporate Affairs Commission (CAC) to suspend trustees and appoint interim managers in circumstances where the Commission “reasonably believes” that there had been misconduct, mismanagement and fraudulent administration, or that intervention was necessary or desirable in the public interest.
Mr. Kayode F. Adeniji argued at the time that the language of the provision was broad and raised fundamental constitutional questions. He specifically questioned how the Commission could be permitted to intervene in the internal affairs of an association, by suspending trustees and appointing interim managers, on the basis of its own belief. He was also of the opinion that it was a tactical maneuver to entrench the NGO Regulation Bill through the backdoor.
On 31st August, 2020, barely weeks after CAMA 2020 became law, he published a second article on Proshare titled “Section 839 of CAMA 2020; The Counter-Argument.” That article was written in response to the various explanations and defences that had emerged following the criticism of the new legislation.
He maintained that Section 839(1) could not simply be interpreted away by suggesting that the word “order” necessarily meant an order of court. In the article he drew the attention of the public to the deliberate distinction in the drafting between “order” in subsection (1) and “Order of Court” in subsection (2) and questioned the extent to which the CAC could exercise discretionary powers against trustees, based upon expressions such as “reasonably believes,” “necessary or desirable” and “public interest.”
In April 2023, the Federal High Court in Abuja nullified these provisions. Recently in 2026, the Court of Appeal in Abuja, in a unanimous decision, has dismissed the CAC’s appeal and held that sections 839 to 848 are inconsistent with sections 38 and 40 of the 1999 Constitution, which protect freedom of thought, conscience, religion, association and assembly. The court also rejected the argument that these restrictions could be saved by section 45(1). It affirmed that voluntary associations are generally supreme in managing their own internal affairs.
Section 839 of CAMA was particularly troubling because of the nature and breadth of the intervention contemplated by the provision. The section permitted the CAC, in specified circumstances, to suspend trustees and appoint interim managers to administer the affairs of an incorporated trustee.
CONCLUSION
Mr. Kayode F. Adeniji identified the issue from the beginning and raised it publicly. In 2023, the Federal High Court substantially validated that position. In 2026, the Court of Appeal has now affirmed the nullification of the principal provisions challenged.
Incorporated trustees are largely made up of religious bodies whose existence is closely connected to the constitutional right to freedom of association. While these organisations should be accountable and subject to appropriate laws, their internal affairs should not be subjected to the kind of intervention contemplated by Sections 839 to 848 of CAMA, particularly where such intervention conflicts with constitutionally protected rights.
CAMA was primarily enacted to provide a modern corporate framework that supports business, facilitates international trade, encourages investment and contributes to Nigeria’s economic growth. It is therefore difficult to justify placing extensive regulatory powers over religious and voluntary associations within a legislation, whose principal purpose is to facilitate commercial and economic advancement
The significance of the decision goes beyond the satisfaction of seeing a legal opinion subsequently reflected in judicial pronouncement. It reinforces our conviction that lawyers have a responsibility to interrogate legislation critically, particularly where a provision has the potential to affect constitutional rights or alter the balance between the citizen and the State.
Josephine F. Faniyi
Associate