The Federal High Court Abuja has ordered the Corporate Affairs Commission (CAC) to restore Osinowo Properties Company Limited, a company founded 56 years ago, to its register of companies.
Justice Inyang Ekwo gave the directive in a ruling wherein the litigating company faulted the CAC for striking off its name on the premise that it was no longer in operation.
In suit number, FHC/ABJ/CS/2174/2022, the plaintiff’s lawyer, Abiodun Bakare, told the judge that at the time the CAC struck off his client’s name from the Register of Companies, it was carrying on business and is still in operation.
He explained that it is necessary to apply for the restoration of the name of the plaintiff to the Register of Companies maintained by the CAC to avoid the disruption of the plaintiff’s businesses and to also ensure the filing of statutory returns and compliance with the requirements of the law.
According to the lawyer, his client did not receive any letter or notice at its Registered Office Address or any other place from the CAC, seeking to know whether the Plaintiff is carrying on business or in operation.
Bakare stated,
- “The Plaintiff was incorporated on the 2nd day of April, 1968 under the Companies Act, 1963 (Exh. A and B).
- “He applied to the Defendant to file the Annual Returns of the Plaintiff but his application was refused on the premise that the Plaintiff’s name has been struck off the Register of Companies.
- “Upon further enquiry from the Defendant, he was informed that the Defendant must have sent at least two letters or notices to the Plaintiffs Registered Office Address before striking off the Plaintiff’s name from the Register of Companies
- “Despite the fact that the Plaintiff has operated its business at a different place at different material times, its Registered Office Address remained unchanged on the record kept by the Defendant.”
What the judge said
In his ruling dated March 5, 2024 and seen by Nairametrics, Ekwo observed that the CAC by a letter dated 19th October, 2022, maintained that it can only restore the name of the company to the Register of Companies pursuant to an order of the Federal High Court.
He held any company, member or creditor of the company aggrieved by the striking off done by the CAC may approach the court for an order restoring the name of such company to the Register of Companies.
Having found that the CAC accepted to relist the company based on a court order, the judge ruled that that plaintiff’s name be restored.
The judge said,
- “By the clear wordings of S. 692 (6) of the CAMA 2020, any company, aggrieved by the striking off of its name from the Register may apply to the Court, at any time before the expiration of 10 years from the publication of the notice for an Order restoring the company to the register, and if the Court is satisfied that, at the time of the striking off, the company was carrying on business or in operation, or that otherwise it is just to restore it to the register, the Court may order the name of the company to be restored to the register.
- “I therefore answer the sole question formulated by the Plaintiff in the originating process in the affirmative and grant the Plaintiff’s reliefs as prayed, thus:
- ” An Order is hereby made directing the Defendant(CAC) to restore the Plaintiff’s Name, which was struck off the Register of Companies by the Defendant and published in the Official Gazette Vol. 95 with Government Notice No, 58 dated the 23rd day of December, 2008 to the Register of Companies.
- “This is the Order of this Court.”
What you should know
- The CAC is a federal government agency responsible for the registrar, regulation and management of companies across Nigeria.
- One of the legislations that guides its operations is the Companies and Allied Matters Act (CAMA).
- In the CAMA as well the 1999 Constitution, the Federal High Court can interpret the CAC’s compliance with relevant laws and make pronouncements within constitutional limits.
