The Church, The State And The Constitution: A Christian Legal Analysis Of CAC v. Emmanuel Ekpenyong -By Job Joseph

1.0 INTRODUCTION

The relationship between the Church and the State has remained a significant question in constitutional law, religious liberty, and democratic governance. While the State possesses legitimate powers to regulate corporate bodies and ensure compliance with the law, the exercise of such powers must not undermine the fundamental rights guaranteed by the Constitution. This issue becomes particularly important where statutory regulation intersects with the internal administration of religious organisations. For Christians, the question is not merely legal. It also raises theological concerns about the autonomy of the Church, the authority of Scripture, the responsibility of Christian leaders, and the limits of governmental power.

Can the government regulate a church? Can a government agency seek the suspension of church trustees and the appointment of an interim manager to administer the affairs of a religious organisation? Where should the law draw the line between legitimate regulation and unconstitutional interference with religious freedom? These questions came into sharp focus in Corporate Affairs Commission v. Emmanuel Ekpenyong & Ors, in which the Court of Appeal, Abuja Division, delivered judgment on 17 September 2026. The decision concerned provisions of the Companies and Allied Matters Act (CAMA), 2020, that conferred regulatory powers on the Corporate Affairs Commission (CAC) over incorporated trustees, including churches and other religious organisations. The Court of Appeal affirmed the invalidation of eight challenged provisions, holding that they infringed constitutionally protected freedoms of religion, association, and peaceful assembly. The court also modified the lower court’s decision concerning Section 851 of CAMA, limiting the extent to which the provision was unconstitutional.¹

This article examines the decision from a Christian legal perspective, focusing on constitutional supremacy, religious autonomy, governmental accountability, and the biblical responsibility of the Church to obey the law without surrendering its constitutionally protected freedom.

2.0 THE FACTUAL AND LEGAL BACKGROUND OF THE DISPUTE

The Companies and Allied Matters Act, 2020, introduced a number of reforms to the regulation of companies and incorporated trustees in Nigeria. Incorporated trustees include organisations established for religious, charitable, educational, social, and other lawful purposes. Although the regulation of such organisations is a legitimate legislative objective, certain provisions of CAMA attracted considerable controversy because of the powers they conferred on the CAC. Of particular importance was Section 839, which empowered the CAC, in specified circumstances, to apply to a court for orders suspending trustees and appointing interim managers to administer the affairs of an incorporated association. The circumstances contemplated by the provision included allegations of misconduct or mismanagement, fraud, and other grounds prescribed by the Act. The controversy was not simply about whether religious organisations should be accountable. Rather, it concerned the extent to which the statutory framework could permit governmental intervention in the leadership and internal administration of voluntary associations, including religious bodies.

In 2020, Emmanuel Ekpenyong instituted an action challenging several provisions of CAMA. He contended, among other things, that the provisions infringed his constitutionally protected rights to freedom of thought, conscience and religion, freedom of association and peaceful assembly, and access to the courts. On 18 April 2023, the Federal High Court, Abuja, delivered judgment in his favour, declaring the challenged provisions unconstitutional. Dissatisfied with the decision, the CAC appealed. On 17 September 2026, the Court of Appeal, Abuja Division, delivered a unanimous judgment substantially dismissing the CAC’s appeal. The appellate court affirmed the invalidation of Sections 839, 842, 843, 844, 845, 846, 847 and 848 of CAMA. It also affirmed the claimant’s standing to institute the action.

However, the appellate court did not sustain the wholesale invalidation of Section 851. Instead, it held that the provision was unconstitutional to the extent that it purported to empower the CAC’s Administrative Proceedings Committee to determine justiciable disputes at first instance, exclude the jurisdiction of the Federal High Court, and impose penalties in the manner of a court. The committee’s remaining administrative and regulatory functions were preserved, subject to the supervisory jurisdiction of the Federal High Court.² The judgment is significant because it addresses the constitutional boundaries of governmental regulation of incorporated trustees and the protection of voluntary associations against unlawful interference.

3.0 THE CONSTITUTIONAL FOUNDATION OF RELIGIOUS FREEDOM IN NIGERIA

The principal constitutional provisions relevant to the dispute are Sections 38 and 40 of the Constitution of the Federal Republic of Nigeria, 1999, as amended.

3.1 Section 38: Freedom of Thought, Conscience and Religion

Section 38(1) guarantees every person the right to freedom of thought, conscience and religion. It includes the freedom to change one’s religion or belief and the freedom, either alone or in community with others, and in public or private, to manifest and propagate one’s religion or belief in worship, teaching, practice and observance.³ The significance of this provision extends beyond the individual’s personal decision to worship. Religion is often practised communally through established institutions, congregations, ministries, and religious associations. These bodies require internal structures, leadership arrangements, doctrinal standards, and administrative processes through which their religious activities are conducted. Consequently, governmental interference with the internal administration of a religious organisation may raise questions about the practical enjoyment of religious freedom, particularly where such intervention affects the organisation’s ability to govern itself according to its religious beliefs and lawful internal rules. From a Christian perspective, the Church is more than a registered association. It is a community of believers united by faith in Jesus Christ and committed to the teaching of Scripture.

The Apostle Paul describes the Church as the body of Christ in 1 Corinthians 12:27. Similarly, Colossians 1:18 identifies Christ as the head of the body, the Church. These biblical descriptions do not exempt churches from civil law. Rather, they explain why interference with church leadership and internal governance may have implications beyond ordinary administrative management. For Christians, questions of leadership, doctrine, worship, and spiritual accountability are integral to the life of the religious community. The constitutional question, therefore, is whether governmental regulation respects the distinction between legitimate civil oversight and interference with constitutionally protected religious freedom.

3.2 Section 40: Freedom of Association and Peaceful Assembly

Section 40 of the Constitution guarantees every person the right to assemble freely and associate with other persons. It also protects the right to form or belong to political parties, trade unions, and other associations for the protection of their interests.⁴ Religious organisations fall within the broader constitutional framework protecting voluntary association. The freedom to associate would be incomplete if individuals could establish a religious organisation but had no meaningful protection against unlawful interference with its internal governance. Voluntary associations ordinarily operate through constitutions, rules, membership requirements, and internal procedures. Their members may determine how leaders are selected, how funds are administered, and how internal disputes are resolved, subject to the law.

In its judgment, the Court of Appeal emphasised the general principle that voluntary associations are entitled to manage their internal affairs, while recognising that judicial intervention may be appropriate where an association acts contrary to its own constitution.² This principle is important to religious organisations. A church’s constitution, governing documents, and established procedures should ordinarily guide its internal administration, provided they remain consistent with applicable law. The decision thus reinforces the constitutional importance of association and the need to examine carefully any governmental power that substantially interferes with the internal affairs of a voluntary organisation.

4.0 CONSTITUTIONAL SUPREMACY AND THE LIMITS OF GOVERNMENTAL AUTHORITY

The constitutional significance of the decision must be understood within the broader framework of constitutional supremacy. Section 1(1) of the Constitution declares the Constitution supreme and binding on all authorities and persons throughout the Federal Republic of Nigeria. Section 1(3) further provides that any other law inconsistent with the Constitution is void to the extent of the inconsistency.⁵ This means that the National Assembly, the CAC, and every other governmental institution must exercise their powers within constitutional boundaries. The fact that a power is conferred by legislation does not automatically make its exercise constitutional. Every statutory power remains subject to the Constitution. The CAC has legitimate responsibilities concerning the registration and regulation of incorporated entities. Such responsibilities may include ensuring compliance with applicable statutory requirements, maintaining relevant records, and exercising lawful regulatory powers.

However, the exercise of those responsibilities must respect constitutionally protected rights. In the case under consideration, the Court of Appeal held that the challenged provisions infringed the rights protected by Sections 38 and 40 of the Constitution and were not reasonably justifiable under Section 45(1).² Section 45(1) permits certain laws to restrict specified fundamental rights in circumstances prescribed by the Constitution, including where the restrictions are reasonably justifiable in a democratic society for the constitutionally recognised purposes.⁶ The provision does not grant the government an unrestricted licence to interfere with fundamental rights. A restriction must satisfy the applicable constitutional requirements. This distinction is crucial. A legitimate objective, such as preventing fraud or protecting the public, does not by itself validate every statutory mechanism adopted to achieve that objective. The means employed must also comply with the Constitution. From a Christian legal perspective, this is consistent with the principle that authority must be exercised within the limits of its proper mandate. Governmental institutions are not above the law, just as religious institutions are not above the law.

5.0 A CHRISTIAN PERSPECTIVE: THE CHURCH MUST OBEY THE LAW, BUT THE STATE MUST RESPECT RELIGIOUS FREEDOM

The Christian response to this judgment must be balanced. It would be wrong to interpret the decision as establishing that churches are beyond the reach of civil law. It would be equally wrong to assume that every governmental intervention in a religious organisation is automatically justified simply because the organisation is registered under a statute. The relationship between the Church and the State requires both accountability and respect for constitutional boundaries.

5.1 The Biblical Duty to Respect Civil Authority

Romans 13:1–7 teaches that governing authorities have an important role in maintaining public order. Christians are therefore not called to disregard the law merely because they belong to a church. Similarly, 1 Peter 2:13–17 encourages believers to respect lawful authority and conduct themselves responsibly within society. These passages support the principle that churches and their leaders should comply with applicable laws governing their lawful activities. Where church trustees engage in fraud, misappropriate funds, falsify records, or commit other offences, their religious position should not provide immunity from investigation or prosecution. Christian leadership requires integrity, stewardship, and accountability. In Luke 16:10, Jesus teaches that faithfulness in small matters reflects a person’s character in greater matters. Although the passage is not a corporate governance statute, its moral principle is relevant to the administration of church resources. Church funds should be managed transparently. Trustees should act within their lawful authority. Church constitutions should be respected, and allegations of financial misconduct should be addressed through appropriate procedures. The Church must not use religious freedom as a pretext for avoiding legitimate accountability.

5.2 The Biblical Recognition of Limits on Civil Authority

While Scripture teaches respect for civil authority, it does not suggest that governmental authority is absolute. In Acts 5:29, Peter and the other apostles declared that they must obey God rather than human beings when confronted with a direct conflict between the command of God and the command of earthly authorities. This passage arose in a specific historical and religious context. It should not be used to justify disobedience to every law with which a Christian disagrees. Nevertheless, it demonstrates that civil authority has limits where obedience to God is directly implicated. For Christians, the principle is that governmental authority must not be treated as unlimited or unquestionable. In the Nigerian constitutional context, the protection of religious freedom is not dependent solely on biblical interpretation. It is expressly guaranteed by Section 38 of the Constitution. The Christian position can therefore be stated in two parts. First, the Church must obey legitimate laws and ensure that its leaders are accountable for their conduct. Second, the government must exercise its regulatory powers consistently with the Constitution and must not interfere with religious organisations in ways that violate their protected freedoms. These principles are complementary rather than contradictory.

6.0 RELIGIOUS AUTONOMY DOES NOT MEAN FREEDOM FROM ACCOUNTABILITY

One of the dangers in discussing a judgment of this nature is the temptation to treat religious autonomy and governmental accountability as mutually exclusive. They are not. A church may enjoy constitutional protection for its religious life and internal governance while remaining subject to laws of general application that are constitutionally valid. For example, the protection of religious freedom does not automatically excuse criminal conduct, eliminate lawful obligations arising from property transactions, or exempt trustees from every applicable financial or administrative requirement. The precise obligations of a religious organisation will depend on the relevant law and the circumstances of the matter. The important distinction is between lawful regulation and unconstitutional interference. The invalidation of the challenged CAMA provisions does not, by itself, establish that every regulatory power of the CAC over incorporated trustees has disappeared. Nor does it mean that all provisions of CAMA relating to incorporated trustees have been declared unconstitutional. The Court of Appeal invalidated the specified provisions identified in its decision and modified the lower court’s order concerning Section 851. The effect of the judgment must therefore be understood in accordance with its actual orders, rather than through a general assertion that the CAC can no longer regulate churches in any respect.² Churches should continue to maintain proper records, comply with applicable statutory requirements, and adopt sound governance procedures. Indeed, a church that practises transparency and accountability is better placed to protect its members, preserve public confidence, and demonstrate the integrity expected of a Christian institution. Religious autonomy should encourage responsible self-governance, not institutional impunity.

7.0 THE SIGNIFICANCE OF THE JUDGMENT FOR CHRISTIAN LEADERSHIP AND CHURCH GOVERNANCE

The judgment carries important lessons for churches and Christian organisations throughout Nigeria.

7.1 Church Constitutions and Governing Documents Matter

Churches should ensure that their constitutions and governing documents clearly address the appointment and removal of trustees, financial administration, decision-making procedures, dispute resolution, and other matters affecting their internal affairs. These documents should be followed consistently. Where disagreements arise, religious organisations should make reasonable use of their established internal procedures, subject to applicable law.

7.2 Financial Accountability Is Essential

Pastors, trustees, church administrators, and other officers entrusted with church resources should recognise that such resources are held for the purposes of the organisation and must be administered responsibly. Proper accounting systems, independent reviews where appropriate, accurate records, and transparent reporting can reduce the risk of financial misconduct. The Christian calling to stewardship should be reflected in practical governance.

7.3 Legal Compliance Should Not Be Neglected

Church leaders should obtain competent legal advice where necessary, particularly on registration, trustee administration, property ownership, employment, taxation, and other applicable legal obligations. A church should not wait until a dispute arises before considering the legal consequences of its administrative decisions.

7.4 Religious Freedom Requires Responsible Advocacy

Christians have a legitimate interest in the protection of religious freedom. That interest should be pursued through lawful advocacy, informed public discussion, constitutional litigation where appropriate, and responsible engagement with public institutions. The protection of religious freedom benefits not only Christians but also other individuals and communities whose beliefs and associations deserve equal constitutional respect.

7.5 The Church Must Remain a Witness to Justice

The Church’s commitment to justice must be demonstrated both in its relationship with government and in its treatment of its own members. It would be inconsistent to demand freedom from governmental interference while tolerating arbitrary leadership, financial secrecy, or disregard for the church’s own governing rules. The constitutional protection of religious organisations should therefore be accompanied by a commitment to fairness, transparency, and responsible leadership.

8.0 CONCLUSION

The decision of the Court of Appeal in Corporate Affairs Commission v. Emmanuel Ekpenyong & Ors is an important development in Nigerian constitutional law and the protection of religious freedom. By affirming the invalidation of Sections 839 and 842–848 of CAMA, the appellate court reinforced the principle that statutory regulation must remain within constitutional boundaries. Its treatment of Section 851 further demonstrated the importance of distinguishing between legitimate administrative functions and powers that impermissibly intrude upon the jurisdiction of the courts.² For the Church, the judgment is a reminder that religious freedom is a constitutional right deserving meaningful protection. For government, it is a reminder that regulatory authority must be exercised lawfully. For Christian leaders, it is a call to combine the responsible exercise of religious autonomy with integrity, transparency, and accountability. The Church must not be above the law. Equally, the government must not be above the Constitution. A society governed by constitutional principles should be able to protect religious freedom while holding religious leaders accountable for unlawful conduct. Ultimately, the objective should not be to create a Church without accountability or a State without limits. It should be to preserve a constitutional order in which both religious liberty and the rule of law are respected. The Church must remain accountable to the law, and the government must remain accountable to the Constitution. As Christians, we should defend both principles: the freedom to worship and organise according to our faith, and the obligation to conduct ourselves with integrity, justice, and respect for lawful authority.

FOOTNOTES

1. Corporate Affairs Commission v. Emmanuel Ekpenyong & Ors (Court of Appeal, Abuja Division, judgment delivered 17 September 2026). See also Premium Times, ‘Appeal court affirms nullification of CAMA provisions on CAC powers over religious groups, others’ (2 October 2026); THISDAY, ‘Appeal Court Upholds Nullification of CAMA on CAC Powers over Religious Groups, Others’ (4 October 2026).
2. Ibid. The Court of Appeal affirmed the invalidation of Sections 839, 842, 843, 844, 845, 846, 847 and 848 of CAMA, while modifying the lower court’s decision concerning Section 851.
3. Constitution of the Federal Republic of Nigeria 1999 (as amended), s 38(1).
4. Ibid, s 40.
5. Ibid, ss 1(1) and 1(3).
6. Ibid, s 45(1).
7. The Holy Bible, Romans 13:1–7; 1 Peter 2:13–17; Acts 5:29; Colossians 1:18; 1 Corinthians 12:27; Luke 16:10.