Court Nullifies 2014 Takeover of Lagos Property Firm, Orders CAC to Expunge Records

Wale Igbintade

The 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 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 of Oyetubo Jokotade Estate Resources Ltd, 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 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.

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.

The plaintiffs alleged that the development amounted to an attempt to hijack the company through the manipulation of its statutory records.

Evidence before the court showed that the company was incorporated in 1995 with six original directors. By 2014, only Okanlawon and Babatunde Rahman were said to be alive among the original directors.

The evidence further showed that no board meeting had been held since June 2000.

Despite this, 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.

Among the documents allegedly filed was a CAC7, which purported to remove Okanlawon and install other individuals as directors. A CAC2.1 was also allegedly filed to change the company’s secretary from the law firm of Shade Ogundare & Co. to M.Q.A. Olawepo.

Fourteen other individuals were also allegedly presented as new shareholders and directors.

The plaintiffs maintained that they were never notified of the purported meeting and had neither authorised nor participated in the resolutions upon which the filings were based.

They consequently petitioned the CAC in January 2015, asking the Commission to cancel the disputed entries.

The CAC, however, reportedly declined to act, contending that the complaint fell outside a one-year period.

The plaintiffs subsequently approached the Federal High Court, challenging the legality of the purported meeting and the corporate changes arising from it.

In a significant finding, Justice Dipeolu held that the December 5, 2014 meeting was invalid because the persons who purportedly convened it had no legal standing as shareholders or directors of the company.

The judge also found that the statutory requirements for convening and notifying persons entitled to attend a company meeting were not complied with.

The court relied on relevant provisions of the Companies and Allied Matters Act and judicial authorities, including Kalamu v. Gunrim, Longe v. First Bank of Nigeria Plc and Gamji Fertilizer Co. Ltd v. France Appro S.A.S.

Consequently, the court declared the purported meeting, its resolutions, the alleged share allotments, changes in directorship and removal of the company secretary illegal, null and void.

The court further declared that the 2nd and 3rd defendants were never directors of Oyetubo Jokotade Estate Resources Ltd and restrained the 15 individual defendants from holding themselves out as shareholders or directors of the company.

Justice Dipeolu also ordered the CAC to expunge the disputed filings from its register and restored Shade Ogundare & Co. as the company’s secretary.

The proceedings took an unusual turn when most of the individuals accused of the alleged takeover failed to effectively defend their position in court.

The 2nd to 15th defendants lost their right of audience in February 2026 after failing to pay a N300,000 cost earlier awarded against them for want of diligent prosecution of their defence.

Only the CAC and the 16th defendant substantially participated in the proceedings, leaving the allegations concerning the purported acquisition of shares and directorship positions largely unanswered.