Appeal court upholds limits on CAC powers over religious groups

Nigeria’s Court of Appeal in Abuja has upheld a judgment striking down several provisions of the Companies and Allied Matters Act, 2020, that granted the Corporate Affairs Commission powers over incorporated trustees. The provisions affected religious organisations, charities, non-governmental organisations and other associations. A three-member panel held that sections 839 and 842 to 848 infringed constitutional rights to freedom of thought, conscience, religion, association and peaceful assembly.

The court also affirmed that constitutional lawyer Emmanuel Ekpenyong had standing to challenge the provisions. The judgment was delivered on September 17 and a copy was obtained by PREMIUM TIMES on Friday. The dispute arose after Section 839 empowered the CAC to suspend trustees and appoint interim managers in circumstances including alleged misconduct, mismanagement, fraud or where intervention was considered necessary in the public interest.

Religious organisations and civil society groups had objected to the provision, fearing that it could allow excessive government control over their internal affairs. The CAC had maintained that its powers would not be used arbitrarily and remained subject to judicial review. The Federal High Court in Abuja ruled in 2023 that the powers under sections 839 to 848 were excessive and unconstitutional.

The CAC appealed, arguing that the lower court lacked jurisdiction and that Ekpenyong had no standing. The Court of Appeal rejected those arguments and agreed that voluntary associations generally manage their internal affairs. It also held that the restrictions could not be justified under the Constitution’s limitation clause.

However, the appellate court modified the lower court’s ruling on Section 851. It held that the section was unconstitutional only insofar as it gave the CAC’s Administrative Proceedings Committee exclusive first-instance authority over justiciable disputes and allowed it to impose penalties like a court. Other administrative and regulatory functions remain subject to Federal High Court supervision.