INCORPORATED TRUSTEES AND THE COMPANIES AND ALLIED MATTERS ACT (CAMA) 2020: POSITION OF THE LAW

Abstract

The Companies and Allied Matters Act (CAMA) 2020, the foundational corporate legal framework was assented to by President Muhammadu Buhari on August 7th, 2020, first of its kind since 1990 it was enacted, aimed at enhancing transparency and stakeholders’ engagement in corporate relationship, introduce innovations to boost businesses, build world class Companies Registry, and ensure efficiency, has 870 sections, and classified into chapters under Parts A to G. The Act principally is to regulate the formation, management and dissolution of Businesses and Associations. This work mainly is directed at illuminating the changes made to the law with respect to Incorporated Trustees under Part C of the repealed Act, now Part F of the New Act. It regulates the affairs of Associations such as Non-Governmental Organizations (NGOs), Churches, Mosques, Clubs etc. from their formation, management, and dissolution, though the Corporate Affair Commission (CAC) is yet to issue Regulations that will guide such affairs. Section 839 of new CAMA, a controversial regulatory provision, states that by an order, power is vested on CAC to suspend trustees and appoint interim managers to oversee the affairs of any IT, where such suspension is desirable in the public interest or due to incidence of misconduct, mismanagement or fraud. Above have provoked reaction from stakeholders, some argued it is utterly repressive, an affront to the powers of the courts, unlawful and unconstitutional. We shall look at all that and state what the law is. Nevertheless, the discretionary oversight powers of the CAC through the Registrar General and Supervising Minister of Trade should be varied, exercised judiciously and with great circumspect. Nonetheless, any discretional powers are subject to judicial review by the courts which should provide adequate safeguard against abuse.