Federal High Court Upholds Gadzama SAN’s Submission that CAC Has No Power to Manage Religious Organisations

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The Federal High Court sitting in Abuja delivered a judgment today, the 21st day of March, 2023 stating that religious organizations and churches are not bound by certain provisions of the Companies and Allied Matters Act (CAMA). These provisions concern the Commission’s power to suspend the trustees of religious organisations and replace them with interim managers, amongst others.


Hon. Justice Inyang Ekwo delivered the judgment in the matter between the Registered Trustees of the Christian Association of Nigeria (CAN) v. The Corporate Affairs Commission and The Minister of Industry, Trade and Investment. The Plaintiff was represented by a team of lawyers led by Chief Joe-Kyari Gadzama SAN. The team consisted of Prof. J. Amupitan SAN, Wale Adesokan SAN, Comfort Chigbue, Albert Uko, Godswill Iyoke, Isaac Okpanachi, Charles Ndukwe, Emmanuel Ekong, Rev. Fr. Joseph Ilorah, Oluniyi Adediji, Darlington Onyekwere, Lamar Joe-Kyari Gadzama, Onyekachi Eluwa and Melissa Ifunanya Okeke.

The main crux of the suit was the determination of the application of Sections 839(1)(7a)(10), 842(1)&(2), 843 and 851 of CAMA as well as Regulations 28, 29, 30 and 38 of the Companies Regulations 2021 (CR) to registered trustees of religious organizations. These provisions give the Commission the power to suspend the trustees of an incorporated trustee and appoint an interim manager. They also give the Minister of Industry, Trade and Investment (The Minister), the power to make regulations as to the letters, characters, signs or symbols and punctuation that may be used in the name of an incorporated trustee under CAMA.

The Learned Justice agreed with the Plaintiffs in their submission and delivered judgment in their favour stating that the provisions of CAMA which empower the Commission to suspend the trustees of a religious organization or a church and appoint an interim manager are unconstitutional and subvert the very objective of the establishment of religious organizations and churches. He stated that desiring a corporate personality and it’s attendant benefits is the sole reason for religious organizations and churches to register under extant laws. The Learned Justice went on to hold that the Plaintiff in the suit was incorporated to protect the religious expression of its members and in order to fulfill this objective, it would be improper for a church to be administered by a secular interim manager.

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On the power of the Minister to make regulations as to the letters, other characters, signs or symbols and punctuation that may be used in the name of an incorporated trustee, the Learned Justice stated that religious symbolism and iconography have been used for a long time by all religions in the world. They represent the relationship between man and the sacred realms. The powers of the Minister under CAMA will affect the sacredness of the mystery of divine institutions.

The Plaintiff’s Counsel thanked the Learned Justice for a well considered judgement. They are confident that the judgement will go a long way in preserving the sanctity and privacy of religious organizations and churches in Nigeria.

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