REBUTTAL TO THE REJOINDER OF THE CORPORATE AFFAIRS COMMISSION, ABUJA

By Sonnie Ekwowusi

I want to thank the Corporate Affairs Commission (CAC), Abuja for joining issues with me in its very thoughtful rejoinder entitled, Re: Whither Corporate Affairs Commission? A Rejoinder (published as a paid advertorial in THISDAY, Thursday, July 22, 2021, CAC Website and on virtually all the social media spaces and outlets in Nigeria). For the avoidance of doubt and for the benefit of those who have not been following the recent exchange of salvos between this writer and the CAC on the latter’s poor job delivery, two weeks ago I penned an essay in THISDAY Newspaper entitled, Whither Corporate Affairs Commission? (THISDAY, Wednesday, July 14 2021) on the dysfunctionality, inefficiency, erraticism and disrespect for the rule of law on the part of the CAC and the consequential frustration and collateral damage suffered by the hapless public. Not unexpectedly, the CAC has published a rejoinder as aforesaid with a white handkerchief claiming that its hands are clean and that my essay is the outcome of the figment of my imagination and therefore unreliable, inconsequential and null and void.

Before faulting the said CAC rejoinder, let me quickly state that after carefully reading the said rejoinder I quickly forwarded it alongside my essay to many lawyers and members of the public coming from variegated calibre, strata of society and social background soliciting for their respective comments. Below are some comments of some lawyers: “I think the NBA leadership should wade into the matter. It’s no longer a matter for individual intervention”, writes a well-respected Senior Advocate of Nigeria and a top-notch personality in the training of Nigerian lawyers. ”Wonderful article sir. Reflects the truth of everything happening at the CAC. It has really been a mess. Upon all the exorbitant charges and the 10k renewal of accreditation. Still…services are still not good” (From a young Lagos-based lawyer).” In your reply you can add that five Customer Service Lines on the CAC Website are comatose, as they are almost switched off and unreachable” (From a brilliant young lawyer whom I admire). “CAC is a mess right now, nothing works there. I have been trying to file a document restructuring a company’s shareholding for the past 4-5 months and it is so frustrating, they are confused, it is one thing today and another tomorrow. Our colleague who handles my Abuja matters is going to Abuja tomorrow to personally follow up on it and other stalled matters. It is so frustrating”. (From a senior lawyer of 41 years post-call whom I admire and respect a lot). “CAC is depriving lawyers of means of livelihood”. (From LL.M Maritime Law Class classmate). “I agree with you. A bunch of shameless people. Very economical with the truth” (From a respectable Lagos-based senior lawyer). ”I paid for CTC, till now I have not collected. My client has even forgotten it” (From another senior lawyer).

Talking about lawyers’ disappointing their clients as a result of CAC inefficiency, two years ago, a client briefed our law firm to register a private limited liability company for him. As usual, our law firm, with the assistance of a CAC staff, diligently carried out a search at the CAC Abuja to first ascertain whether the name of the company to be registered was available for registration, and also whether it was in conflict with the name of a company already in existence. The search revealed that the name of the company was unavailable. So, we reverted back to our client and informed him accordingly. Our client is conversant with the Nigerian oddities. So he just looked at one of us in the face and thanked us. A week later he travelled to Abuja, went to the CAC, Abuja and thereafter returned to Lagos with a certificate of registration bearing the name of the very company we were earlier told by the CAC was not available for registration. We did not ask the big man how much bribe he gave in order to “achieve the feat”. He simply told us with a regretful tone, “you people don’t know how to do your job”. There was a foreigner who came to do business in Nigeria. He also briefed us to urgently register a company for that purpose. We swung into action, submitted all the registration requirements to CAC and made all official and unofficial payments for the same purpose. Guess how long it took the CAC to make the certificate of registration of the company available for collection at the CAC, Abuja? About four months. Of course, we have lost the esteem of that foreign client. Till date the foreigner still looks at us with one kind bad eye: he sees us as a breed of incompetent lawyers. This is just one small example of how the CAC’s inefficiency can lead to the disgrace of a lawyer before his client. Many lawyers have similar woeful stories to narrate. As I said in my said essay, last year some lawyers who could no longer tolerate the poor job delivery and incompetence of the CAC, staged a peaceful demonstration in front of the CAC Headquarters at Maitama, Abuja.

But in its defence contained in the said rejoinder, the CAC argues that it is efficient, responsible and irreproachable. In fairness to the CAC, the CAC Online Customer Support Centre deployed on the 8th of July now works. This is commendable. But generally the CAC is in a very bad shape at the moment. With due respect to some incorruptible and diligent staffers of the CAC, the CAC, as a legal entity, is dysfunctional at the moment. This is not hearsay. It is the truth. That the CAC portal is dysfunctional is a fact verifiable on the Internet. That the CAC Server often breaks down is another fact verifiable online. So, nobody is deliberately running down the CAC. Truth is that the CAC, as the aforesaid lawyer rightly pointed out, is a mess at the moment. Customers’ numerous applications for CTC and other applications are hardly attended to by the CAC despite the innovative technology at the disposal of the Commission.

The most tragic is that more than 50% of the companies on the CAC Portal have incorrect information relating to them. The implication of this is that any diligent searcher conducting a search on any company in Nigeria at the CAC Portal will be fed with lies and inaccuracies on the company. How can a serious investor invest in a company with such incorrect or half-baked information? The truth is that the CAC is giving its customers high blood pressure. This is why not less than 99.9% of Nigerian lawyers find the present CAC frustrating. And about 80% (if not more) of members of the public equally find the CAC irritating. Most important, the current Registrar-General of the CAC Alhaji Garba Abubarkar is being accused of N6.54 billion fraud, abuse of power and incompetence. In June 2021, 500 Nigerian lawyers petitioned the government to the effect that Alhaji Garba Abubakar is grossly incompetent and therefore should be fired. I think the allegations against Alhaji Garba Abubakar are compellingly disturbing, weighty and damaging. The allegations have brought the CAC into public odium and opprobrium.

The CAC has also joined issues with me on the Balogun Business Association affair. Reflecting on the CAC rejoinder, the Commission seems to speak simultaneously from both sides of the mouth. In one breathe, it claims that the reason for revoking and cancelling the Certificate of Balogun Business Association was because it was forged, but in another breathe in the same rejoinder the Commission claims that the Certificate was revoked because two of the persons named as trustees in the Certificate were already dead before the Certificate was issued. And the question which ought to arise is this: which of the aforesaid two reasons does the Commission want the public to believe? If the Certificate was forged, it means that it was not an instrument issued by the Commission or emanating from the Commission. How then did the Commission end up revoking and cancelling a purportedly forged Certificate that did not issue or emanate from the Commission? If the Certificate was forged, how come the CAC refers to the same Certificate it claims to have revoked and cancelled as constituting a different set of persons as trustees of that organization? And the Commission is yet to tell the public whether the deceased persons it said were named as trustees in the revoked and cancelled Certificate were old trustees already recognized as such in the CAC’s records. If they were old trustees, it meant that the only fresh appointments of trustees made by the organization was of its then new President, General Secretary and Treasurer whom the Commission admitted in its rejoinder were deemed to be trustees of the organization on their election into those offices. The reason given by the Commission, predicated on the deceased trustees is thus incredible and patently questionable.

After initially refusing to recognize the immediate past President, General Secretary and Treasurer of the Balogun Business Association as trustees of the Association on the basis that their tenures in office had expired by effluxion of time, why has the CAC dramatically turned round to recognize as trustees former President, General Secretary and Treasurer of the organization whose respective tenures in office expired more than a decade ago? What exactly is going on at the CAC? When has the CAC become a court of law that sits above the Court of Appeal in the hierarchy of courts? It beats the imagination that the CAC despite being a party to matters before the Court of Appeal should take the laws into its hands by pronouncing and declaring the appeals as academic exercise as well as pronouncing on the judicial notice of the purported or alleged withdrawal of the suit from which the appeals arose and pronouncing on the validity or otherwise of the purported withdrawal?

These questions are begging for answers considering that there is a pending appeal at the Court of Appeal on the purported withdrawal of the suit. Why did the Commission not wait for the outcome of that appeal before resorting to self-help by making a pronouncement on the merit or otherwise of the appeal? And why did the Commission discountenance and contravene subsisting Judgments of the various courts pertaining to the Balogun Business Association affair? It is noteworthy that the Commission maintains a defeating silence concerning its defiance and contravention of subsisting Judgments of different courts on the subject matter. And why was the Commission silent in its rejoinder about Suit No.FHC/L/CS/1089/2018 in which it was a 3rd Defendant and in which the Federal High Court held that no law was contravened in the process of appointment of new trustees of the Association and issuance of the Certificate which the Commission revoked and cancelled at a time Appeal No.CA/LAG/CIV/288/2021 seeking reinstatement of the judgment in Suit No.FHC/L/CS/1089/2018 was still pending in court, with the Commission as a party to it ?

It is clear that the Commission’s rejoinder was deliberately intended to mislead the public. Consequently the said rejoinder completely lacks and should be discountenanced. It is obvious that the CAC has not fully appreciated the enormous tasks and roles it is saddled with in the race to give economic activities in Nigeria a boost, and, by extension, reinvigorate the Nigerian economy. I don’t know whether the CAC is aware that in the market the customers are the sovereigns: the customers are always right and even if they are not right, service providers must humbly listen to the customers and try to satisfy their wants. It is probably only in Nigeria that public servants fail to realize that their vocation is to render essential services to the people. In other countries public institutions are the engine rooms of progress. But the reverse is the case in Nigeria. In Nigeria most public institutions such as the CAC feel that they are doing the public a favour by performing their statutory functions. If many Nigerian lawyers are unhappy with the job delivery of the CAC to the extent that 500 lawyers have written a petition stating that the current Registrar-General of the CAC is incompetent it calls for a sober reflection on the part of the CAC as a public institution.

Therefore the CAC is humbly advised to humbly go back to the drawing board and diverse efficient ways of discharging its duties diligently and responsibly. To err is human. And when we human beings are in error we should be humble enough to accept the necessary correction in order to retrace our steps to the path of greatness.