Tuesday, October19, 2021 / 08:12 AM / by Wole Obayomi / Header Image Credit: Pinterest

The Registrar General of the Corporate AffairsCommission ('CAC'), Alhaji Garba Abubakar, announced at a stakeholder's forumon 13 October 2021 that the Administrative Proceedings Committee ('APC') hasbeen fully constituted to fulfill its statutory mandate. The APC was introducedby Section 851 of the Companies and Allied Matters Act, 2020 ('CAMA') as anadministrative tribunal for resolution of disputes or grievances arising fromthe operation of CAMA.

Earlier in the year, the CAC had issued the CompaniesRegulations 2021 ("the Regulations") which provides for the set-up andoperation of the APC. Read our Newsletter Issue No. 3.2 of March 2021 for ourreview of the Regulations.

We have outlined below, some key highlights of theAPC's statutory mandate and modus operandi as set out in the CAMA and theRegulations:

1. TheAPC is empowered to adjudicate on non-criminal disputes arising from theoperation of CAMA and, in particular, to resolve issues relating to names ofcompanies, limited liability partnership, limited partnerships, business namesand incorporated trustees, shares in private companies, and appointment orremoval of directors, partners or trustees;
2. TheAPC shall comprise the Registrar General of CAC as its Chairman, five (5)directors from CAC's operational departments, and a director from the FederalMinistry of Industry, Trade, and Investment.  The APC shall also designateas its Secretary, a legal officer of the CAC with at least 10 years post-callexperience at the Bar;
3. Complaints on any matter for adjudication by the Committee shall be submittedto the Registrar General of the CAC, who would forward such complaints to theAPC for resolution, if he is of the opinion that the provisions of the Act withrespect to the matters set out in Regulation 38 have been or are about to beviolated.
4. TheSecretary of the APC is to schedule complaints received for hearing within twodays of receipt as may be directed by the Chairman of the Committee, and notifythe parties of the date of hearing within 5 working days of its receipt. Theparties have up to 15 working days of service of the hearing notice to filetheir briefs and further documents. Based on the prescribed timelines forfiling and service of processes by the Secretary and the parties, we estimatethat the APC can conclude its adjudication within 40 days of receiving aparty's complaint;
5. Hearings by the APC may be conducted physically at the CAC's Head Office inAbuja, or virtually. The APC is to be guided by the principles of fair hearing,equity and natural justice, rather than the strict rules of evidence; and
6. TheAPC's decisions are subject to confirmation by the Board of the CAC, and anyparty to a complaint at the APC who is dissatisfied with the APC's decision hasa right of appeal to the Federal High Court ('FHC').

Commentary 

The constitution of the APC is a welcome development.The comparative ease of commencement of action at the APC and its expectedspeedy resolution of disputes should make it attractive for parties to refertheir disputes to it for resolution in the first instance before appeal to theFHC.  

However, it is noteworthy that while Regulation 38 ofthe Regulations restricts the disputes for adjudication by the APC to onlythree matters (namely, issues relating to names of corporate entities and otherbusinesses, shares in private companies, and appointment or removal ofprincipal officers), APC is broadly empowered by Section 851(4)(b) to "resolvedisputes or grievances arising from the operations of this Act". The CAC mightwant to revisit this inconsistency so as not to unduly constrain the APC.

Credits

* Thisstatement was first published in the Issue 10.4/ October 2021 Newsletter ofKPMG of Monday October 18, 2021. For further enquiries, please contact the author,Wole Obayomi via [email protected]

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