The Court of Appeal in Abuja has upheld the nullification of several provisions of the Companies and Allied Matters Act 2020 that gave the Corporate Affairs Commission powers over incorporated trustees, including religious organisations and other voluntary associations.

A three-member panel of the appellate court unanimously held that Sections 839, 842, 843, 844, 845, 846, 847 and 848 of CAMA infringed constitutionally protected rights to freedom of thought, conscience and religion, freedom of association and peaceful assembly.

The judgment was delivered on September 17, 2026, by Justice Donatus Okorowo, with Justices Abba Mohammed and Eberechi Nyesom-Wike concurring.

The case followed a legal challenge brought by Emmanuel Ekpenyong, a lawyer and member of a registered religious association, against the National Assembly, the CAC and the Attorney-General of the Federation.

Ekpenyong had challenged provisions of CAMA that he argued violated his fundamental rights under Sections 38 and 40 of the 1999 Constitution.

Dispute over CAC powers

One of the central provisions in the case was Section 839, which gave the CAC powers, under specified circumstances, to suspend trustees of an association and appoint interim managers to oversee its affairs.

The provision became controversial because incorporated trustees cover a wide range of organisations, including churches, mosques, charities, NGOs and other associations.

Religious organisations and civil society groups had raised concerns that the provision could give the government excessive influence over the internal management of such organisations.

The Christian Association of Nigeria had previously called for amendments to the law, while the CAC maintained that it would not arbitrarily suspend trustees and that its decisions remained subject to judicial review.

Ekpenyong instituted the case at the Federal High Court in Abuja on August 31, 2020.

In April 2023, Justice James Omotosho ruled in his favour and declared Sections 839 to 848 unconstitutional, null and void.

The Federal High Court held that the powers granted to the CAC to regulate and administer incorporated trustees under those provisions interfered with constitutionally protected rights.

The court also ruled on Section 851, which empowers the Administrative Proceedings Committee to determine matters arising under CAMA. Justice Omotosho held that the provision was inconsistent with the constitutional jurisdiction of the Federal High Court.

CAC challenges Federal High Court ruling

The CAC appealed the decision, arguing, among other things, that the Federal High Court should not have assumed jurisdiction over Ekpenyong’s fundamental rights case.

The commission also challenged Ekpenyong’s legal standing to institute the action.

The Court of Appeal, however, rejected that argument and affirmed that Ekpenyong had standing to challenge the provisions based on his personal interest and membership of a registered religious association.

Justice Okorowo, who delivered the appellate judgment, held that voluntary associations generally have authority over the management of their internal affairs, subject to their own constitutions.

The court found that the disputed CAMA provisions interfered with constitutional freedoms protected under Sections 38 and 40 of the Constitution.

It also rejected the argument that the restrictions could be justified under Section 45(1) of the Constitution.

The Court of Appeal consequently affirmed the Federal High Court’s decision striking down Sections 839, 842, 843, 844, 845, 846, 847 and 848 of CAMA.

Court modifies ruling on Section 851

The appellate court, however, did not uphold the Federal High Court’s wholesale nullification of Section 851.

Section 851 establishes the Administrative Proceedings Committee and provides for its role in dealing with matters arising under CAMA.

The Court of Appeal held that the provision was unconstitutional only to the extent that it gave the committee the 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.

The court preserved the committee’s remaining administrative and regulatory functions, subject to the supervisory jurisdiction of the Federal High Court.

The appellate court therefore modified the Federal High Court’s decision concerning Section 851 while affirming the nullification of Sections 839 and 842 to 848.

It consequently dismissed the CAC’s appeal in substantial part, with each party ordered to bear its own costs.

What the ruling means for incorporated trustees

The decision places constitutional limits on specific powers that the CAC can exercise over incorporated trustees.

However, the ruling does not mean that incorporated trustees, churches, charities, NGOs or other voluntary organisations are completely outside the CAC’s regulatory framework.

The Court of Appeal specifically preserved the administrative and regulatory functions of the Administrative Proceedings Committee under Section 851, subject to the jurisdiction and supervision of the Federal High Court.

The ruling therefore distinguishes between legitimate administrative regulation and powers that the court found would interfere with constitutionally protected freedoms.

The case also remains capable of further legal proceedings because the Court of Appeal is not Nigeria’s final court. Any further appeal to the Supreme Court could determine the final position on the constitutional questions raised by the dispute.

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The Federal High Court in Lagos has appointed Mr. Omobolaji Bello as the Administrator of Sujimoto Holdings Limited, placing the company under formal administration. Mr. Bello assumes the role of Chief Restructuring Officer (CRO), with full oversight of the company’s business operations, assets, and affairs.

This decision follows an earlier order issued on November 14, 2025, under the Companies and Allied Matters Act 2020 (CAMA 2020).

As Administrator, Mr. Bello is tasked with stabilising the company’s operations, preserving enterprise value, and implementing a structured turnaround programme aimed at performance improvement. Sujimoto Holdings has reassured clients, suppliers, and other stakeholders that it remains operational and continues to engage in ordinary business activities under the supervision of the CRO and appointed professional advisers.

The administration marks a critical step in Sujimoto Holdings’ restructuring process. Creditors, suppliers, and any individuals or entities with claims against the company have been formally notified to submit verified claims, along with supporting documentation and contact details, to the Office of the Chief Restructuring Officer within seven days. The company has warned that claims submitted after this timeframe may be deemed forfeited and excluded from consideration in the ongoing restructuring.

In a statement, Sujimoto Holdings emphasized the continuity of its operations during the restructuring: “The company continues to engage clients, customers, suppliers, and partners in the ordinary course of business, under the supervision of the CRO and appointed professional advisers.” This move seeks to reassure stakeholders of the company’s commitment to transparency and operational stability.

Industry analysts note that the appointment of a CRO is a common strategy for real estate and construction firms experiencing operational challenges, allowing them to maintain business continuity while addressing financial, management, or structural inefficiencies. The structured turnaround programme under Mr. Bello is expected to review Sujimoto Holdings’ internal operations, optimize processes, and develop a sustainable plan for long-term growth and financial health.

Sujimoto Holdings Limited is a major player in Nigeria’s real estate sector, known for luxury developments and high-end residential projects. The court’s intervention reflects the need to protect stakeholder interests while providing the company with a clear path to recovery. By appointing an experienced CRO, the court aims to balance creditor claims, maintain service delivery, and position Sujimoto Holdings for a future post-restructuring revival.

The restructuring process also serves as a reminder of the importance of robust corporate governance in Nigeria’s real estate sector. Proper oversight, timely reporting, and transparent communication with stakeholders are critical in managing risks associated with operational disruptions. For Sujimoto Holdings, the current administration represents both a challenge and an opportunity to restore confidence among investors, clients, and partners while ensuring long-term sustainability.

The company’s stakeholders are watching closely as the administration progresses, with hopes that the measures under Mr. Bello’s leadership will stabilize operations, safeguard assets, and deliver a successful turnaround.

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