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Court Nullifies Disputed Filings Used to Take Control of Lagos Property Firm

A Federal High Court in Lagos has nullified corporate filings allegedly used in 2014 to take control of a Lagos-based property company and ordered the Corporate Affairs Commission (CAC) to remove the disputed records from its register.

Justice Deinde Dipeolu delivered the judgment in Suit No. FHC/L/CS/557/2017, declaring invalid a purported meeting of Oyetubo Jokotade Estate Resources Ltd held on December 5, 2014.

The court found that individuals who were allegedly neither shareholders nor directors of the company had purportedly used the meeting to allot shares to themselves, assume directorship positions and remove the company’s long-standing secretary.

The case was filed by the company and one of its founding directors, Alhaja Amoke Okanlawon, against the CAC and 15 individuals accused of relying on the disputed filings to alter the company’s ownership and management structure.

The company was incorporated in 1995 with six original directors. By 2014, only Okanlawon and Babatunde Rahman were reportedly still alive among the founding directors, while no board meeting had been held since June 2000.

Despite this, the court heard that documents were submitted to the CAC on December 5, 2014, seeking major changes to the company’s ownership and management.

Among the filings was a CAC7 form purportedly removing Okanlawon as a director and appointing other individuals. Another filing, CAC2.1, allegedly changed the company secretary from Shade Ogundare & Co. to M.Q.A. Olawepo.

Fourteen other individuals were also reportedly listed as shareholders and directors.

The plaintiffs told the court that they were neither informed about the purported meeting nor involved in the resolutions used to effect the changes. They subsequently petitioned the CAC in January 2015, asking that the entries be cancelled.

The commission reportedly declined to intervene, arguing that the complaint had been lodged outside the applicable one-year period.

The plaintiffs then approached the Federal High Court, challenging the validity of the meeting and the resulting corporate filings.

In his judgment, Justice Dipeolu held that the December 5, 2014 meeting was invalid because those who purportedly convened it lacked the legal status to do so.

The judge also found that the statutory requirements for convening and notifying persons entitled to attend the meeting had not been followed.

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

Justice Dipeolu further ruled that the second and third defendants were never directors of the company and barred the 15 individual defendants from presenting themselves as its shareholders or directors.

The judge ordered the CAC to expunge the disputed filings from its register and restore Shade Ogundare & Co. as the company’s secretary.

The proceedings were also marked by the failure of most of the defendants accused of the alleged takeover to effectively defend their positions.

The second to 15th defendants lost their right of audience in February 2026 after failing to pay a N300,000 cost previously awarded against them for failing to diligently prosecute their defence.

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

Mercy Omotosho

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