Since President Muhammadu Buhari signed the amended Companies and Allied Matters Act (CAMA) 2020 into law, there have been debates amongst stakeholders and other informed Nigerians. TOPE SUNDAY in this piece writes on the
Why CAMA 2020?
The Companies and Allied Matters Acts (CAMA) 1990 existed for 30 years before it was amended and finally signed into law by President Muhammadu Buhari on August 7, 2020. Before it was amended, there were agitations for the purpose because it was seen as outdated.
However, President Buhari last year finally heeded the agitations with a letter to the Senate seeking an amendment to the CAMA 1990. By the time the Senate passed a bill to repeal and re-enact the CAMA early this year, it was not a disappointment, and since it was signed into law penultimate week by the president, it has been a mixed bag of debates what should have been.
The new twist
The long-awaited CAMA 2020 after it was signed into law by the president is greeted with a lot of criticisms despite the Nigerian Bar Association’s (NBA) nod. The NBA through its chairman on Section on Business Law (SBL), Mr. Seni Adio (SAN), had praised the president Buhari for signing the bill into law.
He described the Act as “a well-deserved icing on the SBL cake,” adding that it was the “singular most transforming legislation for ease of doing business and fostering a competitive economy.” The Act, he stated further, “brings Nigeria in comity with other entrepreneurship-centric economies and will also foster inclusive growth by attracting the informal sector into the fold.”
However, the senior partner at Lawracles Legal Practitioners, Kayode Adeniyi, in an article published by The Cable, said CAMA 2020 “is an attempt to strictly regulate the non-governmental organisations (NGOs) and religious bodies.”
He said: “When it was announced that the presidency had passed CAMA into law, a particular PDF document was being shared on social media about how this law would aid the ease of doing business in Nigeria. To my greatest surprise, after reading through the law, it is clear that religious bodies and charity organisations that have been giving succour to the oppressed people of Nigeria (who are denied basic amenities by the huge corruption in public service) will now be strictly regulated by the whims and caprices of the Registrar General of Corporate Affairs Commission and the Supervising Minister.
“By virtue of Section 839 of CAMA 2020, it provides that the Commission may by order, suspend the trustees of an association and appoint an interim manager or managers to manage the affairs of an association where it reasonably believes that there has been any misconduct or mismanagement of the association, or where the affairs of the association are being run fraudulently or where it is necessary or desirable for the purpose of public interest. See Section 839(1). Sub-section 2 of Section 839 provides for another procedure for the suspension of trustees.
“The trustees can also be suspended by an order of court upon a petition by the commission or one-fifth of the members of the association. However, the petitioners must present reasonable evidence or such as requested by the court. A comparative perusal of sub-sections 1 & 2 suggests that, while the court requires evidence, following a petition to suspend trustees, the commission simply needs to believe, to desire for some other interests disguised as public interest, to suspend trustees.
“It also suggests that the powers of the commission override that of our courts. The belief and desires of the Registrar General and the Minister becomes superior to the judicial powers of the court under sub-section 2. Therefore, the conclusion is that petitioners do not need the court to suspend trustees. All they need to do is appeal to the belief and desires of the Registrar General or the supervising Minister.”
Continuing, he said: “Also, Section 823 (1) recognises the appointment trustees by a community of persons bound by custom, religion, kinship or nationality. How then could the Commission appoint a manager, who may not have anything in common with the community to manage the affairs of the association?
“Also, Section 839(7) provides that after an enquiry into the affairs of the association, if the Commission is satisfied as to the matters in sub-section (1) (where you have the ambiguous and dictatorial clauses like ‘reasonably believes,’ ‘deem it necessary or desirable,’ ‘public interest.’) it may suspend and remove any trustee.
“Also, Section 842 (2) gives the Commission the power to direct transfer of credits in dormant accounts of NGOs. The banks are to inform the Commission of dormant accounts of NGOs in its custody and if after 15 days there is no ‘satisfactory’ response from the association of evidence of its activities, the Commission may (without any judicial proceedings) dissolve an association and direct a bank to transfer monies from the association’s dormant account to another account (without a court order). Even EFCC requires a court order to forfeit accounts. This is the height of dictatorship in a country where the biggest crimes are committed by public officials.”
The controversies
Some church founders and civil society organisations (CSOs) are not at home with some provisions of the CAMA 2020. While the Presiding Bishop of the Living Faith Church Worldwide, Dr. David Oyedepo, wants the part of CAMA 2020 that gives the supervising minister the power to remove the board of trustees of churches without recourse to the court expunged, the Socio-Economic Rights Accountability Project (SERAP) described the signing of the CAMA 2020 as “illegality” and vowed to challenge it in court.
Oyedepo, who according to report spoke at the Faith Tabernacle, Ota, in Ogun state, during the first service on of the church after Covid-19 lockdown on Sunday, said: “In the document, they said the registrar-general can remove the trustees without recourse to the court. Don’t try it. This must be from somebody who woke up from the wrong side of the bed after dreaming. The person must have drafted that aspect in the bill as their custom is.
“I am 51-years-old in this thing (Christianity), don’t try it. I have been with Jesus for some time and I am sent as a prophet to nations. That a minister can remove the trustees and close the accounts of the church is. You don’t know the strength of any man until you molest his wife. The cheapest way for a leader to lose respect is to insult the wife of his worker. He will tell you to take your job and insult you thoroughly.
“Please know that the church is the bride of Christ. We are returning home someday for the big marriage supper of the lamb. It is wisdom to quickly expunge that part that affects the religious body from that document. It is only safe to do that.”
Also, SERAP on its Twitter handle described the CAMA Act 2020 as the “most repressive in Nigeria’s history,” and that said it “will further suppress citizen’s rights.”
“The Companies & Allied Matters Act (CAMA) 2020 is the most repressive law in Nigeria’s history. It will be used to further suppress citizens’ rights. Dr. Ahmad Lawan Senate and Femi Gbajabiamila of the House of Representatives passed it and President Muhammadu Buhari signed it. We’re challenging this illegality in court,” it stated further.
But Bishop Oyedepo’s stand was vehemently opposed to by the Presidency who asked him to either abide by the provisions of CAMA 2020, or create his own country.
The social media aide to President Buhari, Ms. Lauretta Onochie, in a tweet said, “I hope this is not true. If it is, Oyedepo will have to manufacture his own country and live by his own laws. As long as he lives and operates within the entity called Nigeria, he will live by Nigerian rules and laws. He will do as he’s told by the law; enough of this lawlessness.”
