MERGER OF INCORPORATED TRUSTEES UNDER CAMA 2020 AND ISA 2007: ADMINISTRATIVE INTERFERENCE OR REGULATORY PROTECTIONS CONTRARY TO ASSOCIATIONS’ PRIVITY OF CONTRACT?

Abstract

The direct consequences of incorporation are that a registered company is hereby conferred with the Privilege of Corporate Personality. The fundamental attribute of corporate personality is that the company is a legal entity distinct from the members. Hence, it is capable of enjoying rights and being subject to duties which are not the same with as those enjoyed or borne by its members. In other words it has legal personality. It is a legal creation, an artificial person as opposed to natural person. It is capable of suing or being sued in its corporate name. It is agreed that these apply to associations or NGOs incorporated under Companies and Allied Matters Act (CAMA), 2020. A company is also defined as a corporation, partnership, association, joint stock company, trust, fund, or organized group of persons, whether incorporated or not, and (in an official capacity) any receiver, trustee in bankruptcy or similar official or liquidating agent, for any of the foregoing. Associations qua non-governmental organizations (NGOs) refer to any scientific professional, business or public interest organizations that are neither affiliated with nor under the direction of a government: an international organization that is not the creation of an agreement among countries, but rather is composed of private individual, or organization. The rising profile of these organizations is not unconnected with the level of awareness created by their participations in international governance which have made different countries unless the United Nations to be aware of those happenings at international affairs. This consciousness made them to demand for the rights and privileges of countries in the areas of human rights, environmental rights, humanitarian and global governance participations under the UN charters. Notwithstanding these benefits and strength of international non-governmental organizations, Nigeria Law like Companies and Allied Matters Act 2020 introduced stringent regulations for organizations registered as incorporated trustees which includes NGOs, civil society organizations, community and faith-based organizations. It follows therefore that as incorporated trustees are formed into a business company with legal status to hold properties in trust for their beneficiaries. The objectives of this paper is to evaluate the provisions of Companies and Allied Matters Act 2020, Investment and Securities Act (ISA) 2007 on Merger of Incorporated Trustees to see whether such regulations amounts to interference by the respective Commissions or whether it offers protections to these associations. Put in another way, this paper seeks to x-ray the effect of incorporated trustees which is duly registered by the commission in line with the procedure, stated by law which made the trustees a body corporate with all incidental powers thereto may turn round to be regulating their associations; merged affairs reached upon their agreements. We found that it may amount to double jeopardy or synergy suicide. We recommended that the Corporate Affairs Commission and Investment and security commission should trade with cautions and of course, allow associations and NGOs to operate within their Constitutions, Judicial Precedents and Law for good corporate governance and societal development.