By Oliver Azi
Nigerian corporate litigation has long operated on a quiet assumption, that a company’s existence can only be proved one way; You produce the certificate of incorporation or you produce nothing. However, there was a problem. The problem was never with the principle. The Certificate of Incorporation is, and remains, the cleanest and prima facie evidence that a company exists.
The problem was with what the principle left unprotected: the litigant who needs to prove a company’s existence against a company that controls its own certificate and has every reason to keep it out of court. It took a land dispute in Ogun State to force that question into the open. On 16th May 2025, the Supreme Court answered it in Sodeinde v. World Mission Agency Inc. [2026] 4 NWLR and this birth a new pathway in this jurisprudence of law.
The Learned Justices of the Supreme Court held, unanimously, that a company search report issued by the Corporate Affairs Commission, containing the company’s physical address, registration number, date of registration and names of directors, bearing a signed and dated verification stamp of the CAC is a valid additional means of prima facie proof of incorporation. To dismiss such a document and insist that without the certificate there is no proof at all, the court in its holy reasoning, posit, would be absurd.
That principle did not arrive without context. It was drawn out of a specific set of facts that reveal just how far a determined party can go when the law hands it the tools to obstruct justice.
The Facts of the Case:
In Suit No. HCT/320/2007, Chief Olufemi Sodeinde and Chief Idowu Adewusi filed an action at the High Court of Ogun State against World Mission Agency Inc., seeking declaratory and injunctive reliefs over a parcel of land in the Gbalefa Peninsular, Ado-Odo/Ota Local Government Area.
Before filing a single line of defence, the respondent filed a notice of preliminary objection challenging the competence of the entire suit. Its argument was simple: it was not a juristic person, it could not be sued, and the action should be struck out on that ground alone.
The appellants responded by going to the Corporate Affairs Commission to obtain the respondent’s certificate of incorporation. The CAC refused. It would only issue the certificate at the instance of the company’s own directors, the very people now standing in court denying the company’s legal existence. The certificate was effectively held hostage by the party that stood to benefit most from its absence.
The appellants then applied for a company search at the CAC. The result confirmed that the respondent was registered on 11th August 1995 and bore a registration number. This search report was attached to their counter-affidavit as Exhibit J04. The deponent stated, among other things, that the CAC had refused to issue the certificate, that the search result confirmed the respondent’s registration, and that the original certificate was in the respondent’s possession but was being withheld to frustrate justice.
The trial court, per Onamade J., dismissed the preliminary objection on 10th July 2008. It held that demurrer (which is a common law objection, arguing that even if the facts in an opponent’s pleading are true and are legally insufficient to state a claim or defense) was no longer permitted under Order 24 of the High Court of Ogun State (Civil Procedure) Rules, and that the respondent ought to have raised the issue of juristic personality in a statement of defence.
The Court of Appeal, Ibadan, reversed that decision. With coram Dongban-Mensem, Uwa and Ikyegh, JJ.C.A., the court found one specific and fatal deficiency in Exhibit J04: although the document was stamped as a certified true copy, there was no endorsement and no evidence that the prescribed fees for certification had been paid as required by section 104 of the Evidence Act 2011. Hence, without proper certification, the document could not prove the contents of a public record. The court struck out the suit. The appellants appealed to the Supreme Court.
Why Juristic Personality Is a Jurisdictional Question
The weight this question carries cannot be overstated. Every party before a Nigerian court must be a legal person, either a human being or an entity the law recognises as having capacity to sue and be sued. A company incorporated under the Companies and Allied Matters Act possesses that capacity. It has a legal personality entirely separate from the individuals who run or own it. It can hold property, enter contracts, and stand in court in its own name.
An unregistered association has none of these things. As the Supreme Court reaffirmed, drawing from a plethora of cases like: Fawehinmi v. N.B.A. (No. 2) (1989) 2 NWLR (Pt.105) 558, Shitta v. Ligali (1941) 16 NLR 23, and Okechukwu & Sons v. Ndah (1967) NMLR 368. It poses that an association devoid of incorporation cannot be considered a legal person for the purpose of suing or being sued. If it cannot be established that a party is a legal person, that party must be struck out.
The consequences go further than mere striking out. The court restated, drawing from Boye Industries Ltd. v. Sowemimo (2022) 3 NWLR (Pt.1817) 195, that where the juristic personality of a party is in question, the jurisdiction of the court is directly implicated. This is not a peripheral, elementary or rudimentary issue. A court that has no jurisdiction over a party has no business hearing the case at all and everything it does in the interim is a nullity.
Where the legal personality of an incorporated company is called into question and issue is joined thereon, the burden of establishing that status falls on the party asserting it. In Godswill and Trust Investment Ltd. v. Witt and Bush Ltd. (2011) NWLR (Pt.1250) 500, that burden laid firmly on the appellants.
The Position of the Old Law
The position that preceded this judgment was settled and, in its own terms, internally coherent. In NNPC V. LUTIN INVESTMENT LTD. & ANOR (2006) 2 NWLR (PT.965) 506, the Supreme Court held that the only way to establish the incorporation of a company in any proceeding is by tendering its certificate of incorporation. Similarly, by the blood of Section 41(6) of the Companies and Allied Matters Act 2020, it provides that the Certificate of Incorporation shall be prima facie evidence that the requirements of the Act in respect of registration and all matters precedent and incidental thereto have been complied with, and that the company is duly registered under the Act. Hence, Courts read this consistently to mean that the certificate was both the primary and near-exclusive route to proving corporate personality.
The logic was sound. Corporate identity is foundational and integral to corporate litigation. A company that cannot prove it exists cannot sue, cannot be validly sued, and cannot enforce its agreements. The certificate, issued directly by the CAC upon successful registration, was the most direct and unambiguous evidence of that fact. It left no room for dispute. Courts preferred it; legal practitioners understood it and the law sustained it.
But law that is perfectly logical in the abstract can become deeply unjust in practice. Therefore, the facts of this case illustrated exactly how theoretical law can be different from practical law. When the very document required as proof sits in the hands of the party resisting suit, and that party has both motive and means to keep it there, the law either finds a way forward or it becomes an instrument of evasion.
The Supreme Court found the way forward.
The New Principle: The Registry Speaks For Itself
The court held, in terms that admit of no ambiguity:
“An original copy or a certified true copy of a company search report issued by the Corporate Affairs Commission (CAC) stating the physical address, the registration number, date of registration and the names of the directors of the company with a signed and dated ‘verification stamp’ of the CAC is an additional means of prima facie proof that an organization is a company registered or incorporated. It would be absurd to ignore such a document and assert that in the absence of the certificate of its incorporation, or registration, there is no prima facie evidence that it is a registered or incorporated company.”
The reasoning behind this is as sound as the principle itself. The CAC is Nigeria’s statutory corporate registry as established and defined by the provision of section 1 of the Companies and Allied Matters Act, 2020. It is the official keeper of every record relating to every company incorporated in this country. The certificate of incorporation and the company search report are not two competing sources of truth, they are two different formats through which the same institution communicates the same underlying fact: that this entity exists, that it is registered and that the Commission’s own records confirm it.
To accept one document from that institution while categorically rejecting another from the same register, simply because the formats differ, is not principled application of law. It is the kind of rigid formalism that produces outcomes no justice system can consistently defend. This is a classic case of where equity defeats law. The court was right to call it absurd.
It is equally important to be precise about what this principle does not do. It does not displace the certificate of incorporation. When the certificate is available, it must be produced and it remains the primary and best evidence of corporate status, nothing in this judgment alters that. What the court has done is to extend the evidentiary framework to accommodate a genuine alternative where the primary document is inaccessible and particularly where, as here, the company resisting suit is the entity controlling access to its own certificate.
Without this principle, the mischief would be intolerable. A company could frustrate any litigation against it by withholding its certificate, denying the certificate exists and then standing in court to argue that without the certificate there is no proof of its existence. It would be a perfect and self-serving shield. The Supreme Court closed that door firmly, and rightly so.
The Non-Negotiable Condition: Proper Certification
The principle is welcome. But the condition the court attached to it is equally mandatory and the facts of this case are the starkest possible illustration of what happens when that condition is not met.
The provision of Section 104(1) of the Evidence Act 2011 provides that:
Every public officer having custody of a public document which any person has a right to inspect shall, upon demand, give that person a copy of it on payment of the prescribed legal fees, together with a certificate written at the foot of the copy confirming that it is a true copy. Section 105 then provides that: copies so certified may be produced in proof of the contents of the public documents of which they purport to be copies.
This requirement exists for a reason. It is the law’s mechanism for ensuring that a document presented in court as an official public record genuinely is what it claims to be. The public officer who certifies attaches their official authority to the document’s authenticity. The payment of fees creates a verifiable paper trail. Together, they separate a genuine certified public document from one that merely looks like one.
In the case, Exhibit J04 had a stamp. It looked certified. But there was no endorsement, no evidence of payment, and no receipt showing that the prescribed fees had been paid. The document had the appearance of certification without the substance of it. As the Supreme Court confirmed, a document not certified in accordance with section 104 cannot be used to prove the contents of a public record. The Court of Appeal was right to reject it, and the appellants paid the full price of that procedural failure.
The lesson for practitioners is clear and straightforward: obtaining the search report is only the first step. Every requirement under section 104 must be met visibly, completely and with evidence preserved. It is obligated to pay the prescribed fees, ensure the certification is written at the foot of the document in proper form and keep the receipt.
A document that is substantively correct but procedurally deficient will not survive a challenge.
The Procedural Point: Jurisdiction Does Not Wait
The appellants pressed one further argument; that the respondent was not entitled to challenge juristic personality through a preliminary objection without first filing a statement of defence, and that proceeding otherwise amounted to an impermissible demurrer.
The Supreme Court dismissed this without hesitation. In doing this, it cited Owodunni v. Registered Trustees of Celestial Church of Christ (2008) ALL FWLR (Pt.421) 824, N.D.I.C. v. C.B.N. (2002) 7 NWLR (Pt.766) 272, and Amaechi v. I.N.E.C. (2007) 18 NWLR (Pt.1065) 42, the court reaffirmed that an objection to jurisdiction can be raised at any time even before pleadings are filed. Jurisdiction is not a matter that queues behind documents. If a court has no jurisdiction, it has none from the moment the incompetent proceeding is commenced. To require a party to participate in proceedings that may be fundamentally void, as a precondition to challenging those proceedings, would be a contradiction in terms. The respondent was entitled to raise its objection at the earliest opportunity and it did so correctly.
The judgment translates into a clear and actionable framework. When the certificate of incorporation is available, produce it. It remains the primary proof of corporate existence, and there is no reason to look elsewhere when it is obtainable.
When the certificate is genuinely unavailable; whether withheld by the opposing party, inaccessible without that party’s cooperation, or lost, one must proceed immediately to the CAC for a formal company search. The report you obtain must contain the company’s physical address, its registration number, its date of registration, and the names of its directors. It must carry a signed and dated verification stamp from the CAC. Then certify it strictly under section 104 of the Evidence Act: pay the prescribed fees, ensure the certification is written at the foot of the document in the required form, and preserve your evidence of payment.
Done correctly, that document will stand. It is legally sufficient to establish prima facie proof of incorporation and will answer a challenge to juristic personality. Done carelessly, as Exhibit J04 demonstrates, it will not, regardless of how official it appears.
CONCLUSION
In retrospect, Sodeinde v. World Mission Agency Inc. answers a question Nigerian corporate litigation needed answered. The Certificate of Incorporation is not the only proof that a company exists. Where it is unavailable, a properly issued and properly certified CAC search report will carry that burden. A company cannot weaponise the unavailability of its own certificate against a party seeking to hold it to account. That much is now settled.
What is equally settled is that the alternative is not a shortcut. The evidential standard does not drop because the certificate is absent, it simply shifts to a different document, which must itself meet the full requirements of the law.
Oliver Azi recently passed the 2025 Bar Final Examinations and will be called to the Nigerian Bar in 2026. He lives in Abuja and can be reached at: oliverazi20@gmail.com or varexlaw@gmail.com
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