Court nullifies 2014 takeover of Lagos property firm, orders CAC to expunge records
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A Federal High Court in Lagos has nullified an alleged 2014 attempt to take control of a 30-year-old property company through disputed corporate filings.
The Federal High Court in Lagos has nullified an alleged 2014 attempt to take control of Oyetubo Jokotade Estate Resources Ltd, a 30-year-old property company, through disputed corporate filings, and ordered the Corporate Affairs Commission (CAC) to expunge the records from its register.
The judgment, delivered by Justice Deinde Dipeolu in Suit No. FHC/L/CS/557/2017, invalidated a purported December 5, 2014 meeting at which individuals who were allegedly neither shareholders nor directors purportedly allotted shares to themselves, assumed directorship positions and removed the company's long-standing secretary.
The suit was instituted by Oyetubo Jokotade Estate Resources Ltd and one of its founding directors, Alhaja Amoke Okanlawon, against the CAC and 15 individuals accused of using the disputed filings to take control of the company. Evidence showed the company was incorporated in 1995 with six original directors, and that no board meeting had been held since June 2000.
The court heard that a woman identified as Lucy Suberu submitted a series of documents to the CAC on December 5, 2014, purporting to effect sweeping changes to the company's ownership and management structure, including a CAC7 said to remove Okanlawon and install others as directors. The plaintiffs said they were never notified of the purported meeting and petitioned the CAC in January 2015, but the Commission reportedly declined to act, contending the complaint fell outside a one-year period.
Justice Dipeolu held that the December 2014 meeting was invalid because the persons who purportedly convened it had no legal standing as shareholders or directors, and that statutory requirements for convening and notifying persons entitled to attend were not complied with. The court declared the meeting, its resolutions, the alleged share allotments and changes in directorship illegal, null and void, restrained the 15 individual defendants from holding themselves out as shareholders or directors, and restored Shade Ogundare & Co as the company's secretary.
The decision highlights concern over the vulnerability of Nigeria's corporate registration system to unauthorised changes, particularly where individuals allegedly present themselves to the CAC as company officers or shareholders without the knowledge or consent of the legitimate owners.