The Court of Appeal in Abuja has upheld the nullification of eight provisions of the Companies and Allied Matters Act (CAMA) 2020 that gave the Corporate Affairs Commission (CAC) powers over incorporated trustees, including churches, mosques, charities and other associations.
In a unanimous judgment delivered on September 17, 2026, a three-member panel held that Sections 839, 842, 843, 844, 845, 846, 847 and 848 of CAMA infringed on constitutional rights to freedom of thought, conscience and religion, freedom of association and peaceful assembly.
The judgment was delivered by Justice Donatus Okorowo, with Justices Abba Mohammed and Eberechi Nyesom-Wike concurring. The certified copy of the judgment was obtained by journalists on October 2.
The decision is the latest development in a legal dispute that began shortly after former President Muhammadu Buhari signed the amended CAMA into law in August 2020. At the centre of the dispute was the extent to which the government, through the CAC, can intervene in the affairs of organisations registered as incorporated trustees.
The ruling does not mean that churches, mosques and other incorporated associations are now outside government regulation. Rather, the Court of Appeal has drawn a boundary around some of the powers government can exercise over their internal affairs.
It also modified the Federal High Court’s earlier order concerning Section 851, meaning the CAC’s Administrative Proceedings Committee retains some administrative and regulatory functions, subject to the supervision of the Federal High Court.
To understand why the judgment matters, it is necessary to look at what CAMA attempted to do, why religious organisations objected to it, and what the courts have now said about the boundary between regulation and religious freedom
What CAMA was trying to regulate
The Companies and Allied Matters Act is a broad law governing companies and several categories of organisations in Nigeria.
Among other things, CAMA contains provisions dealing with incorporated trustees. This is the legal structure through which many non-profit organisations, including religious bodies, charities and associations, are formally registered.
The controversy was not about the requirement for such organisations to register with the government. It centred on what the Corporate Affairs Commission can do after an organisation had been registered.
One of the most controversial provisions was Section 839. It allowed the CAC, in specified circumstances, to suspend the trustees of an association and appoint an interim manager or managers to run its affairs.
The circumstances listed in the law included alleged misconduct or mismanagement, the need to protect an association’s property, concerns about the proper use of its property, matters involving the public interest and situations where an association’s affairs were allegedly being run fraudulently.
Other provisions gave the CAC powers relating to the administration, accounts, records and affairs of incorporated trustees.
On paper, the purpose was regulatory: to give the government a mechanism for dealing with organisations accused of mismanagement, fraud or other forms of wrongdoing.
But religious organisations and some civil society groups were concerned about what those powers could mean in practice.
The fear was that a government agency could gain the ability to interfere directly with the leadership and internal affairs of a church, mosque or other religious association.
Why religious organisations objected
The controversy began soon after President Muhammadu Buhari signed CAMA 2020 into law in August 2020.
The Christian Association of Nigeria (CAN) was among the strongest critics of the provisions. The organisation particularly objected to Section 839, arguing that giving the government power to suspend trustees and appoint interim managers could amount to government control over churches.
CAN said it was not opposed to government efforts to fight corruption, but rejected the idea of bringing churches under government control because of their religious character.
The concern was therefore not simply that religious organisations did not want to be regulated. The deeper argument was about who should control the internal affairs of a religious organisation when the government believes something is wrong.
For example, if the leadership of a religious organisation is accused of financial misconduct, should the government be able to step in and replace its trustees?
Or should the organisation’s internal structures, its members and the courts determine how the matter is handled?
That became the central constitutional question.
What the constitution says
Nigeria’s Constitution protects freedom of thought, conscience and religion under Section 38.
It also protects the right to peaceful assembly and association under Section 40. These provisions are important because religious organisations are not simply businesses. They are also associations through which people practise their faith, organise themselves and pursue shared religious objectives.
The National Human Rights Commission has also identified Sections 38 and 40 as the constitutional foundations for freedom of religion, association and peaceful assembly in Nigeria.
The dispute over CAMA therefore became a question of whether the government’s regulatory powers could be exercised in a way that interfered with these constitutional rights.
In August 2020, constitutional lawyer, Emmanuel Ekpenyong, challenged the disputed provisions at the Federal High Court in Abuja. He argued that the provisions infringed his rights to freedom of thought, conscience and religion, freedom of association and peaceful assembly, among other constitutional protections.
In April 2023, Justice James Omotosho of the Federal High Court agreed with him and nullified Sections 839, 842, 843, 844, 845, 846, 847 and 851 of CAMA. The judge held that the powers granted to the CAC under several of those provisions were excessive and infringed constitutionally protected rights.
The CAC appealed the judgment. The Court of Appeal has now substantially agreed with the Federal High Court.
Justice Donatus Okorowo, who delivered the lead judgment, said voluntary associations are generally entitled to manage their internal affairs and that courts should not interfere except where an association acts contrary to its own constitution.
The appellate court held that the disputed provisions interfered with the freedoms protected by Sections 38 and 40 of the Constitution. It also rejected the argument that the restrictions could be justified under Section 45 of the Constitution. The court therefore affirmed the nullification of Sections 839, 842, 843, 844, 845, 846, 847 and 848.
However, the judgment did not completely strike down Section 851. The court found that the section was unconstitutional only to the extent that it attempted to give the Administrative Proceedings Committee power to determine justiciable disputes at first instance and impose penalties as a court.
The remaining administrative and regulatory functions of the committee were allowed to remain, subject to the supervisory jurisdiction of the Federal High Court.
That distinction is important. The court did not say that the CAC has no regulatory role. It said that some of the powers given to the commission went too far when they interfered with constitutionally protected freedoms.
Are churches and mosques now free from government regulation?
No. The judgment does not create a situation where religious organisations can operate without any legal obligations.
Religious organisations can still be registered, and government agencies can still perform lawful administrative and regulatory functions.
What the judgment does is place a constitutional boundary around those powers. The government can regulate where the law permits it to do so, but that regulatory power cannot automatically extend to taking control of the internal affairs of an association where doing so violates constitutional rights.
That is why the ruling is significant beyond the specific provisions of CAMA. It raises a broader question about the relationship between the Nigerian state and religious organisations: where should government regulation end and religious autonomy begin?
Although the controversy was particularly prominent among Christian organisations when CAMA 2020 was introduced, the provisions applied more broadly to incorporated trustees.
That means the issue was never only about churches. Mosques, Islamic organisations, charities, professional associations and other voluntary organisations registered under the incorporated trustees framework could also be affected.
The Court of Appeal’s decision therefore concerns a broader principle: the extent to which the state can intervene in the internal affairs of voluntary associations that enjoy constitutional protection.
This is particularly important for religious organisations because leadership structures, trusteeship, finances and internal administration can be closely connected to how a religious community understands and organises itself.
If the government can remove trustees or appoint people to run an organisation, the question becomes whether that is merely administrative regulation or an intrusion into the organisation’s independence.
The court has now drawn a line against some of those powers.
The immediate effect is that the CAC cannot rely on the nullified provisions in the same way it could have before the courts struck them down.
For religious organisations, the judgment provides stronger legal protection against the kind of direct intervention that the disputed provisions contemplated.
For government regulators, it reinforces the need to ensure that regulatory powers are clearly defined and exercised consistently with constitutional rights.