Incorporated Trustees and the CAC: What the Court of Appeal Decided on CAMA 2020 Sections 839 to 848

The Court of Appeal in Abuja has upheld a Federal High Court decision that struck down eight provisions of the Companies and Allied Matters Act (CAMA) 2020 which gave the Corporate Affairs Commission (CAC) powers over incorporated trustees, the legal form used by churches, mosques, charities, NGOs and many other associations. TheNigeriaLawyer reports that the unanimous judgment, read by Justice Donatus Okorowo, was delivered on 17 September 2026 and that a certified true copy was sighted by journalists in Abuja on Friday, 2 October 2026. The appellate court agreed that the provisions infringe sections 38 and 40 of the Constitution, but it narrowed the trial court's ruling on section 851. This article explains what was decided, the constitutional ideas behind it, and what the reports do not yet tell us.

What happened?

A three-member panel of the Court of Appeal, Abuja Division, dismissed the CAC's appeal in substantial part. Justices Abba Mohammed and Eberechi Nyesom-Wike concurred with the lead judgment. The appeal challenged the judgment of Omotosho J of the Federal High Court, Abuja, delivered on 18 April 2023 in Suit No. FHC/ABJ/CS/1076/2020. The CAC was represented by Jibrin Okutepa, SAN. The respondents, as reported, were Emmanuel Ekpenyong, a constitutional lawyer who had started the suit, and the Attorney General of the Federation. Reports on the CAC's brief of argument give the appeal number as CA/ABJ/CV/373/2023.

Background: why the incorporated trustees provisions were controversial

CAMA 2020 was signed into law in August 2020. Its provisions on incorporated trustees, which cover churches, mosques, charities, NGOs and other associations, drew objections almost immediately. ThisDay reports that the centre of the controversy was section 839, which gave the CAC power to suspend trustees and appoint interim managers where certain conditions existed, including alleged misconduct or mismanagement, fraud, or where intervention was considered necessary in the public interest. Religious bodies feared the provision could give government excessive control over their internal affairs, and the Christian Association of Nigeria called for the law to be amended. The CAC's public position, as reported, was that it would not suspend trustees arbitrarily and that its actions remained subject to judicial review. Those are positions taken by the parties, not findings of a court.

On 31 August 2020, Mr Ekpenyong sued the National Assembly, the CAC and the Attorney General of the Federation at the Federal High Court. He asked the court to decide whether sections 839, 842, 843, 844, 845, 846, 847, 848 and 851 of CAMA infringed his right to freedom of thought, conscience and religion (section 38 of the Constitution), his right to freedom of association and peaceful assembly (section 40), and his right of access to court. He also relied on sections 4(8), 6(6)(b), 36(1) and 251(1)(e) of the Constitution.

The decision at the Federal High Court

Omotosho J held that the powers given to the CAC to regulate and administer incorporated trustees under sections 839 to 848 were excessive and infringed Mr Ekpenyong's rights to freedom of thought, conscience and religion and to freedom of association and peaceful assembly. He held that Mr Ekpenyong had standing to sue, and declared sections 839, 842, 843, 844, 845, 846, 847, 848 and 851 unconstitutional, null and void. On section 851, which empowered the CAC's Administrative Proceedings Committee to hear matters arising under CAMA, he held that it was inconsistent with section 251(1)(e) of the Constitution, which confers relevant jurisdiction on the Federal High Court.

The issues on appeal

According to ThisDay, the CAC argued that the Federal High Court was wrong to assume jurisdiction over a fundamental rights suit of this kind, and that Mr Ekpenyong lacked standing to bring it. Mr Ekpenyong's position was that the rights to freedom of thought, conscience, religion, association and assembly are fundamental to a democratic society. In plain terms, the Court of Appeal had to consider whether he was entitled to sue at all, whether the provisions infringe sections 38 and 40, whether they could be saved by section 45(1) of the Constitution, and whether the trial court was right to strike down section 851 entirely.

The Court of Appeal's decision

On the reports, the court decided four things.

First, standing. "Standing" (or locus standi) is the question whether a person has a sufficient interest to bring a case. The court upheld the trial court's finding that Mr Ekpenyong had it, based on his personal interest and his membership of a registered religious association.

Second, sections 839 and 842 to 848. The court affirmed the nullification of these provisions, holding that they intrude on the freedoms protected by sections 38 and 40 and are not saved by section 45(1). It described them as not reasonably justifiable, pointing to the importance of the rights involved and the peculiar conditions of the Nigerian state.

Third, a principle about associations. The court is reported to have held that voluntary associations are generally supreme in managing their own internal affairs, and that courts will not interfere unless an association acts contrary to its own constitution.

Fourth, section 851. The court did not uphold the wholesale nullification. It held the section void only to the extent that it purported to give the Administrative Proceedings Committee power to determine, at first instance and to the exclusion of the Federal High Court, justiciable disputes arising under CAMA, and to impose penalties in the manner of a court. A "justiciable dispute" is simply a dispute that a court can properly decide. The committee's other administrative and regulatory functions subsist, subject to the supervisory jurisdiction of the Federal High Court.

What section 45(1) does

This is general constitutional background, not something drawn from the reports, so check the text of the Constitution before citing it. Sections 38 and 40 are not absolute. Section 45(1) allows a law to restrict certain rights if the law is reasonably justifiable in a democratic society, for example in the interest of defence, public safety, public order, public morality or public health, or to protect the rights and freedoms of other persons. The usual argument for a regulator is that its powers fall within that exception. The Court of Appeal is reported to have rejected that argument for the provisions it struck down.

Why it matters

For law students, the case is a clear example of how a rights challenge to a statute is structured: standing, then infringement of a protected right, then the question whether section 45(1) saves the law. It also shows an appellate court partly agreeing and partly modifying a trial judgment, which is why section 851 must be read separately from the other provisions.

For lawyers who advise churches, mosques, charities and NGOs, the decision is significant because it addresses the extent of the regulator's powers over the leadership and internal management of incorporated trustees. Premium Times describes the outcome as preserving the CAC's regulatory role while drawing a boundary around powers that could interfere with freedom of religion and association. That is the newspaper's characterisation, and the certified judgment would be needed to see exactly where the court drew the line.

Limits and open questions

The scope of this decision should not be overstated. The suit concerned the sections listed in Mr Ekpenyong's originating summons, so provisions outside that list were not before the court. As a Court of Appeal decision it carries considerable weight in the lower courts, but the reports do not explain how far the reasoning reaches beyond the parties, how the CAC will operate in practice after the judgment, or whether any further appeal is planned. I did not find a published response from the CAC. The date of the judgment also needs care: TheNigeriaLawyer reports it as 17 September 2026 with the certified copy sighted on 2 October, while at least one other outlet describes the decision as delivered on Friday.

Practical implications

For incorporated trustees, the reports suggest that the specific powers in the struck-down sections, including the power in section 839 to suspend trustees and appoint interim managers, are no longer available to the CAC on the reasoning of this judgment. Anyone relying on that conclusion for a real decision should read the certified judgment and take advice. For the regulator, the reports do not say what steps it will take, and this article does not speculate. For the public, the main point is that the question was decided on constitutional grounds, namely the rights to freedom of religion and association, and not on the merits of any particular association.

Key takeaway

A regulator's power over associations has to be justified under the Constitution, and the Court of Appeal found that the CAC's powers under sections 839 and 842 to 848 of CAMA 2020 were not. Section 851 survives, but only in a narrower form that leaves the final say on contested disputes with the Federal High Court.

Sources

TheNigeriaLawyer, "Those Provisions Are Not Reasonably Justifiable": Court Of Appeal Limits Nullification Of CAMA Section 851, Rejects CAC's Challenge (2 October 2026): https://thenigerialawyer.com/those-provisions-are-not-reasonably-justifiable-court-of-appeal-limits-nullification-of-cama-section-851-rejects-cacs-challenge

ThisDay, Appeal Court Upholds Nullification of CAMA on CAC Powers over Religious Groups, Others (4 October 2026): https://www.thisdaylive.com/2026/10/04/appeal-court-upholds-nullification-of-cama-on-cac-powers-over-religious-groups-others/

Premium Times, Appeal court affirms nullification of CAMA provisions on CAC powers over religious, others (October 2026): https://www.premiumtimesng.com/news/top-news/914127-appeal-court-affirms-nullification-of-cama-provisions-on-cac-powers-over-religious-others.html

Tribune Online, Appeal Court affirms nullification of CAMA provisions on incorporated trustees (October 2026): https://tribuneonlineng.com/appeal-court-affirms-nullification-of-cama-provisions-on-incorporated-trustees/

Blueprint, CAMA 2020: Appeal Court affirms judgment nullifying sections on incorporated trustees (October 2026): https://blueprint.ng/cama-2020-appeal-court-affirms-judgment-nullifying-sections-on-incorporated-trustees/

Daily Trust, Lawyer asks Appeal Court to dismiss CAC's appeal against judgment on incorporated trustees (report on the CAC's brief of argument, appeal no. CA/ABJ/CV/373/2023): https://dailytrust.com/lawyer-asks-appeal-court-to-dismiss-cacs-appeal-against-judgment-on-incorporated-trustees/

Note: the certified Court of Appeal judgment and the Federal High Court judgment were not available for review. This article is based on press reports, the party names on appeal are as reported, and no law report citation has been verified. The section 45(1) summary is general constitutional background.