- *As NLS insists on compliance with January court order
Notwithstanding a January 2024 order of a Federal High Court in Abuja which ordered the Corporate Affairs Commission (CAC) to approve the registration of Nigerian Law Society (NLS), a new professional body of lawyers, the Registrar General of the Corporate Affairs Commission Hussain Ishaq Magaji, (SAN), has written the Attorney General of the Federation, Prince Lateef Fagbemi, requesting for an approval to prosecute the Nigerian Law Society and other corporate entities operating without registration in the country.
The Senior Advocate of Nigeria in a letter dated 15, August 2024 requested for the Attorney General’s fiat to carry out the prosecution.
The letter —CAC/RG/FMOJ/060/2024/Vol.llt — titled “REQUEST FOR FIAT OR CONSENT TO EXERCISE PROSECUTORIAL POWERS OF THE ATTORNEY GENERAL OF THE FEDERATION IN SECTION 174 OF THE 1999 CONSTITUTION MADE PURSUANT TO SECTION 104 (2) OF THE ADMINISTRATION OF CRIMINAL JUSTICE ACT, 2015,” sighted by Daily Trust is believed to be targeted at curbing high level fraud in corporate administration.
A part of the letter reads: “The request is brought under S.104 (2) of the Administration of Justice Act, 2015. The delegation would facilitate effective exercise of regulatory powers against registrable entities that refuse to register or formalize their businesses or commit other criminal offences in corporate administration.
“Apart from general Fiat, I also specifically request for consent to prosecute Trustees of the Nigerian Law Society who have commenced operational activities without registration in direct violation of section 863 (2) of the Companies and Allied Matter Act, 2020.
”The CAMA 2020 empowers the CAC as the sole registration body and regulator of all businesses and corporate entities as well as Associations in the country…”
City Lawyer had earlier reported that the NLS has vowed to commence contempt proceedings against the principal officers of the CAC unless it issues “a genuine and authenticated disclaimer, denouncing the defamatory Public Notice, purporting to have been issued by the Commission.”
In a statement made available to CITY LAWYER, the embattled lawyers’ association stated that it was giving the commission the “benefit of doubt” in the “age of misinformation, disinformation and fake news.”
Signed by its new President, Chief Mela Audu Nunghe SAN, the NLS however warned that if its demand is not met within 48 hours, “the Nigerian Law Society will immediately commence contempt proceedings against its principal agents.”
CAC had refused to approve the name “Law Society of Nigeria” among two others, stating that the “name is closely similar to Nigerian Bar Association and will mislead.”
This led the nascent association to head to court to press its registration by the commission. CITY LAWYER recalls that Justice Gladys Olotu of the Federal High Court sitting in Abuja had on December 15, 2023 directed the CAC to register the lawyers’ association.
The court ordered CAC “to approve for registration and thereafter register any of the proposed names submitted to it on behalf of the plaintiffs… and issue a certificate of registration to that effect”. The NBA has however appealed against the decision as an interested party.
The arrow-heads of the new association are Chief Bolaji Ayorinde SAN, Mr. Mela Audu Nunghe SAN and Amb. Garba Gajam among others. The Bar Leaders are listed as Trustees of the association.CAC had in a notice dated August 6, 2024 and titled “STATUS OF NIGERIA LAW SOCIETY” stated that “Section 863 (2) of the Companies and Allied Matters Act No. 3 of 2020 makes it an offence for individuals, corporations or associations that require registration under the Act to commence operation or activities without prior registration.“The above named society has not only opened a physical office at No.73 Ebitu Ukiwe Street, Jabi, Abuja but has also appointed board of trustees, opened state chapters and established an online presence at www.nls.org.ng where it is actively recruiting members.“We therefore advise members of the general public to refrain from dealing with the society to avoid aiding and abetting illegal activities.”Contempt proceedings for disobedience of a court order usually includes a request to jail the defaulters.
The statement reads:
PRESS STATEMENT BY THE NIGERIAN LAW SOCIETY IN REACTION TO CAC’S DEFAMATORY PUBLIC NOTICE OF MONDAY, AUGUST 5, 2024
The attention of the Nigerian Law Society (NLS) has been drawn to a misleading and defamatory Public Notice purportedly issued by the Corporate Affairs Commission (CAC) and the NLS wishes to react as follows:
Firstly, Section 40 of the Constitution of the Federal Republic of Nigeria guarantees the right to associate freely, with or without incorporation.
Section 823 of the Companies and Allied Matters Act, 2020 (CAMA) clearly makes it an option for an association of persons to register with the CAC; while Section 863 (2) of CAMA cited in the said Public Notice, is clearly inapplicable to non-profit organizations.Section 823 of CAMA provides thus:
“Where two or more trustees are appointed by any community of persons bound together by custom, religion, kinship or nationality or by anybody or association of persons established for any religious, educational, literary, scientific, social, development, cultural, sporting or charitable purpose, they MAY, if so authorized by the community, body or association (in this Act referred to as “the association”) apply to the Commission in the manner provided for registration under this Act as a corporate body.”
Secondly, the Court of Appeal in NBA vs Fawehinmi (1986) 2 NWLR (Pt. 21) 224, p. 241, paras C-D, also validated the legal status of unregistered associations.
The foregoing notwithstanding, it is public knowledge that the NLS had applied to the CAC for registration, failing which an action was brought against the CAC in Suit No.:
FHC/ABJ/CS/482/2023 Chief Bolaji Ayorinde, SAN & 5 Ors. vs CAC; and judgment was entered in favour of the NLS on 15th December, 2023, directing the CAC to register the NLS forthwith.
In the age of misinformation, disinformation and fake news, the NLS is minded to give the CAC the benefit of doubt. Accordingly, the CAC under the leadership of its learned Registrar-General, is hereby given 48hrs to issue a genuine and authenticated disclaimer, denouncing the defamatory Public Notice, purporting to have been issued by the Commission; failing which the Nigerian Law Society will immediately commence contempt proceedings against its principal agents.
In the meantime, the general public is urged to kindly ignore and discountenance the purported public notice.
Tuesday, August 6, 2024.
