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A Federal High Court (FHC), Abuja has nullified some sections of the Companies and Allied Matters Act (CAMA), 2020 which were considered to infringe on the fundamental human rights of Nigerian citizens.
Justice James Omotosho, who struck out the sections in a judgment, held that the plaintiff, Mr Emmanuel Ekpenyong, had a locus standi to institute the suit on the subject matter.
The News Agency of Nigeria (NAN) reports that Ekpenyong, an Abuja-based legal practitioner, had in a suit marked: FHC/ABJ/CS/1076/2020, sued the National Assembly, Corporate Affairs Commission (CAC) and the Attorney-General for the Federation (AGF) as 1st to 3rd defendants respectively.
In the originating summons dated and filed on Aug. 31, 2020, the lawyer prayed to the court to determine whether he had the locus standi to institute the proceeding.
“Whether the provisions of Sections 839, 842, 843, 844, 845, 846, 847, 848 and 851 of the Companies and Allied Matters Act infringes on the plaintiff’s right to thought conscience, and religion as enshrined in Section 38 of the 1999 Constitution (as amended).”
Ekpenyong urged the court to further determine whether those sections infringed on his freedom of peaceful assembly and association as enshrined in Section 40 of the 1999 Constitution.
He also prayed the court to determine whether the provisions on the Administrative Proceeding Committee in Section 851 of CAMA, 2020 was inconsistent with the provisions of Section (6)(6)(b) and Sections 36(1) and 251(1) (e) of the 1999 Constitution.
He asked the court to determine whether the court had powers to grant mandatory injunctive reliefs against the defendants.
The lawyer, therefore, prayed the court to void the affected sections, having infringed on his fundamental human rights.
In a counter affidavit dated and filed Jan 20, 2021, by counsel to the CAC, Olasoji Olowolafe, the commission described the suit as “an abuse of judicial process.”
According to the commission, the action is academic hypothetical and of no utilitarian value to the plaintiff.
CAC, which argued that the case was not backed by any credible evidence, prayed the court to dismiss it.
The National Assembly, in its preliminary objection, also contended that the suit was incompetent because a pre-action notice was not served on them and that the plaintiff had no locus standi.
Besides, the AGF argued that the suit did not have a reasonable cause of action while insisting that the plaintiff lacked locus to file the matter.
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Ekpenyong, however, filed a reply on points of law, among others, to counter their arguments.
Delivering the judgment, Justice Omotosho held that under Article 3 (e) of the Preamble to the Fundamental Rights (Enforcement Procedure) Rules, anyone could bring fundamental human rights matters on his own interest, on behalf of another person or even in the public interest.
The judgment, which was delivered on Tuesday, was sighted on Friday by NAN.
According to the judge, under the new human rights regime, a court shall not dismiss a human rights action for mere want of locus standi.
He, therefore, held that the plaintiff in the case had locus to institute the suit.
Justice Omotosho held that the powers granted to CAC to regulate and administer Incorporated Trustees in Nigeria under Sections 839, 842, 843, 844, Section 845, Section 846, Section 847,
Section 848 of the CAMA 2020 had infringed on Ekpenyong’s right to freedom of thought.
He also held that the sections infringed on the conscience and religion as enshrined under Section 38 of the constitution and freedom of peaceful assembly and association enshrined under
Section 40 of the constitution is therefore null and void.
He also held that the provisions of the Administrative Proceedings Committee in Section 851 of the new CAMA denied the plaintiff his constitutional rights of access to court in Sections 6 (6) (b) and Section 36 (1) of the constitution and also usurped the powers of the Federal High Court under Section 251 (1) (e) of the constitution.
The judge, consequently, struck down Sections 839, 842, 843, 844, 845, 846, 847, 848 and Section 851 of the CAMA 2020, declaring same to be null and void, having been inconsistent with the provisions of the constitution.
The judge, however, agreed that since Ekpenyong did not serve the National Assembly with a pre-action notice in line with Section 21 of the Legislative Houses Power and Privileges Act, the suit was incompetent against the legislative organ.
NAN had, on March 21, reported that Justice Inyang Ekwo of a sister court had retrained the CAC from suspending or appointing trustees of the Christian Association of Nigeria (CAN) and the churches.
Justice Inyang Ekwo, in that judgment in a suit filed by the Registered Trustees of CAN, held that the provisions of Sections 17 (1), 839 (1) and (7) (a), 842 (1) and (2), 851 and 854 of the Companies and Allied Matters Act (CAMA), 2020 and Regulations 28, 29 and 30 of the Companies Regulations (CR), 2021 were not applicable to CAN, the churches and other religious body.
Supply the text of each and every legislation within CAMA and the Nigerian Constitution, that were cited in the report below. List and number them, along with text.
Followed by related conversations from different prompts.
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1. Court Judgment on CAMA 2020 and Struck-Down Sections
A Federal High Court in Abuja, presided over by Justice James Omotosho, delivered a judgment in suit FHC/ABJ/CS/1076/2020 instituted by Mr. Emmanuel Ekpenyong. The court declared Sections 839, 842, 843, 844, 845, 846, 847, 848, and 851 of the Companies and Allied Matters Act (CAMA), 2020 null and void. These sections were held to infringe on fundamental rights under Section 38 (freedom of thought, conscience, and religion) and Section 40 (freedom of peaceful assembly and association) of the 1999 Constitution (as amended). Section 851, which established the Administrative Proceedings Committee, was also found inconsistent with Sections 6(6)(b), 36(1), and 251(1)(e) of the Constitution, as it denied access to court and usurped the jurisdiction of the Federal High Court.
The plaintiff had locus standi to institute the suit under the Fundamental Rights (Enforcement Procedure) Rules. The suit against the National Assembly was dismissed for lack of pre-action notice under Section 21 of the Legislative Houses (Powers and Privileges) Act. A related judgment by Justice Inyang Ekwo restrained the Corporate Affairs Commission (CAC) from applying certain CAMA provisions to the Christian Association of Nigeria (CAN) and churches. The CAC appealed the Omotosho judgment; as of April 2026, the appeal remains pending, and the struck sections are currently unenforceable.
2. Relevant Constitutional and Legislative Provisions Cited
The judgment referenced the following provisions:
- CAMA 2020 Sections 839, 842, 843, 844, 845, 846, 847, 848, and 851 (powers of CAC over incorporated trustees, including suspension of trustees, appointment of interim managers, bi-annual statements, and the Administrative Proceedings Committee).
- Constitution Section 38: Every person shall be entitled to freedom of thought, conscience and religion, including freedom to change his religion or belief, and freedom to manifest and propagate his religion or belief in worship, teaching, practice and observance.
- Constitution Section 40: Every person shall be entitled to assemble freely and associate with other persons, and in particular he may form or belong to any political party, trade union or any other association for the protection of his interests.
- Constitution Section 6(6)(b): Judicial powers shall not extend to issues concerning the Fundamental Objectives and Directive Principles of State Policy set out in Chapter II, except as otherwise provided.
- Constitution Section 36(1): In the determination of civil rights and obligations, a person shall be entitled to a fair hearing within a reasonable time by a court or tribunal established by law.
- Constitution Section 251(1)(e): The Federal High Court has exclusive jurisdiction in civil causes involving the existence or extent of a legal right, power, duty or liability as regards the Federal Government or any of its organs.
- Legislative Houses (Powers and Privileges) Act, Section 21: Requires pre-action notice before instituting suits against the National Assembly.
3. Overview and Comparison of CAMA 1990 and CAMA 2020
The Companies and Allied Matters Act (CAMA), 2020 repealed the 1990 Act and introduced significant reforms to modernise Nigeria’s corporate framework and improve the ease of doing business.
Key differences include:
- Incorporation: CAMA 2020 allows single-shareholder private companies (Section 18(2)), replaces authorised share capital with minimum issued share capital (₦100,000 for private companies and ₦2,000,000 for public companies), and introduces a statement of compliance.
- Corporate Governance: Public companies require independent directors and limit directors to five public companies; virtual meetings and electronic filings are recognised; small companies enjoy exemptions from annual general meetings, auditors, and company secretaries in certain cases.
- New Structures: Introduction of Limited Liability Partnerships (LLPs) and Limited Partnerships.
- Transparency: Mandatory beneficial ownership disclosure.
- Insolvency: New rescue mechanisms such as Company Voluntary Arrangements and Administration.
- Incorporated Trustees (Part F): Expanded CAC oversight powers (subject to the 2023 court ruling nullifying key sections).
CAMA 2020 is generally viewed as progressive for commercial entities, though the judicial intervention on Part F has preserved greater autonomy for non-profit and religious organisations pending appeal.
4. Impact of CAMA 2020 on Foreign Investors
CAMA 2020 has positively influenced foreign direct investment (FDI) by permitting 100% foreign ownership in most sectors, allowing single-shareholder private companies, reducing minimum share capital thresholds, and enabling electronic processes and virtual meetings. These reforms lower entry barriers and compliance costs for wholly-owned subsidiaries.
Additional benefits include strengthened minority shareholder protections, clearer rules on share allotments and buybacks, and modern insolvency rescue mechanisms. Foreign companies seeking limited activities may apply for exemptions under Section 80. Sector-specific local content rules and registration with the Nigerian Investment Promotion Commission (NIPC) continue to apply. The nullification of certain oversight provisions over incorporated trustees has minimal direct impact on for-profit foreign investments but signals judicial emphasis on constitutional protections and regulatory predictability.
5. FDI Inflows Pre- and Post-CAMA 2020
FDI inflows in Nigeria have remained volatile and have not shown a sustained increase directly attributable to CAMA 2020. Pre-CAMA (2015–2019) averages were approximately $2.4 billion annually, with notable declines in some years (e.g., $0.78 billion in 2018).
Post-CAMA figures include: $2.39 billion (2020), $3.31 billion (2021), negative or low values in 2022, $1.87 billion (2023), and $1.08 billion (2024). Recent quarterly data show modest recoveries (e.g., $718 million in Q3 2025), while full-year 2025 FDI reached approximately $923 million amid stronger portfolio inflows.
Broader macroeconomic factors, oil price volatility, divestments (e.g., by Shell and GlaxoSmithKline), security concerns, and currency instability continue to exert stronger influence than the Act alone. Capital importation (including portfolio flows) rebounded significantly in 2025, but pure FDI remains modest.
6. Sectoral Changes in FDI Post-CAMA 2020
Sectoral FDI patterns have shown continuity rather than radical transformation. Oil and gas remain dominant, though affected by divestments. Banking and financing have gained prominence in capital importation reports, often leading quarterly inflows (frequently over 40%). Manufacturing/production and trading have recorded moderate gains in certain periods, supported by governance enhancements under CAMA 2020. Telecommunications continues to attract investment but without disproportionate acceleration. Agriculture and services remain marginal despite policy incentives.
CAMA 2020’s streamlined incorporation and governance provisions have facilitated easier entry in manufacturing and services, yet structural barriers such as infrastructure deficits and policy inconsistency limit broader diversification. Oil and gas, banking/financing, and manufacturing/telecom collectively account for the bulk of inflows.
7. Nigeria’s Ease of Doing Business Environment
Nigeria improved from 146th (score 53.4) in the World Bank Doing Business 2019 report to 131st (score 56.9) in the 2020 report, with gains in starting a business and getting credit. CAMA 2020 contributed through simplified incorporation and digital processes.
The World Bank discontinued the Doing Business series; its successor, Business Ready (B-READY), provides updated assessments. At the subnational level, the PEBEC 2025 Subnational Ease of Doing Business Report ranks Lagos highest (85.6%), followed by Kaduna, Oyo, the Federal Capital Territory, and Ogun. North East states recorded the lowest scores, highlighting regional disparities. Complementary reforms under the Business Facilitation Act 2023 have further institutionalised efficiencies.
Persistent challenges include infrastructure (electricity and property registration), taxation, and cross-border trade.
8. Detailed Reforms Introduced by CAMA 2020
CAMA 2020 introduced the following key reforms:
- Company formation: Single-shareholder private companies, minimum issued share capital, electronic name reservation, and statement of compliance.
- Governance: Optional common seal, virtual meetings, independent directors for public companies, exemptions for small companies, and enhanced minority protections.
- Transparency: Beneficial ownership disclosure and reduced filing fees for charges.
- Insolvency: Company Voluntary Arrangements and Administration for business rescue.
- Incorporated Trustees: Enhanced CAC supervisory powers (many of which were later nullified by court).
These measures align corporate law with global standards and support MSMEs and foreign investors, though implementation and the pending appeal on Part F require ongoing monitoring.
9. Business Facilitation Act 2023 and Its Amendments
The Business Facilitation (Miscellaneous Provisions) Act, 2023 (BFA 2023) amends twenty-one statutes, with significant changes to CAMA 2020. It mandates MDAs to publish service requirements, timelines, and fees, and introduces a default approval mechanism for non-response within stipulated periods.
Key CAMA amendments include: clarifications on foreign company exemptions, board resolutions for increasing issued share capital, limitations on pre-emptive rights to private companies, shorter timelines for filing returns on share allotments, recognition of electronic share certificates, requirements for independent directors in public companies, priority of fixed charges, and adjustments to insolvency thresholds.
Additional amendments to investment, technology, training, housing, and pension laws further reduce compliance burdens. The Act complements CAMA 2020 by enhancing transparency and operational efficiency.
10. PEBEC’s Other Business Environment Initiatives
The Presidential Enabling Business Environment Council (PEBEC) drives reforms beyond the BFA 2023 through:
- Annual Subnational Ease of Doing Business Reports (2025 report highlights Lagos as top performer at 85.6%).
- State Action on Business Enabling Reforms (SABER) programme, supported by a $750 million World Bank facility.
- Business Environment Enhancement Programme Accelerator (BEEPA), a 90-day targeted reform accelerator focusing on ports, regulatory harmonisation, and digital services.
- Regulatory Impact Analysis Framework and suspension of new policies until compliance.
- Performance reporting on MDA compliance with BFA standards.
- Executive Orders on joint inspections and stakeholder engagements with diplomats and investors.
These initiatives promote data-driven accountability, subnational competition, and regulatory stability, complementing federal legislation such as CAMA 2020.