A Federal High Court in Lagos has declared invalid a 2014 attempt to take over Oyetubo Jokotade Estate Resources Ltd through disputed filings at the Corporate Affairs Commission, ordering the commission to remove the records from its register.
Justice Deinde Dipeolu delivered the judgment in Suit No. FHC/L/CS/557/2017. The court ruled that a purported meeting held on 5 December 2014 was illegal, null and void. At that meeting, individuals who were neither shareholders nor directors allegedly allotted shares to themselves, appointed new directors and removed the company’s long-standing secretary.
The suit was brought by the company and one of its founding directors, Alhaja Amoke Okanlawon, against the Corporate Affairs Commission and 15 individuals. The plaintiffs said the filings represented an unauthorised effort to hijack the firm by altering its official records without the knowledge or consent of the legitimate owners.
Evidence showed the company was incorporated in 1995 with six original directors. By 2014 only Okanlawon and Babatunde Rahman remained alive among them. No board meeting had taken place since June 2000. Despite this, a woman identified as Lucy Suberu filed a series of documents at the CAC on 5 December 2014. These included a CAC7 form that purported to remove Okanlawon and install new directors, and a CAC2.1 form that replaced the company secretary, Shade Ogundare & Co., with M.Q.A. Olawepo. Fourteen other individuals were presented as new shareholders and directors.
The plaintiffs said they received no notice of the meeting and neither authorised nor took part in the resolutions. They petitioned the CAC in January 2015 to cancel the entries, but the commission declined, saying the complaint fell outside a one-year time limit. The plaintiffs then went to court.
Justice Dipeolu held that the people who claimed to have convened the meeting had no legal standing as shareholders or directors. The statutory requirements for notice and convening under the Companies and Allied Matters Act were not met. The court cited authorities including Kalamu v. Gunrim, Longe v. First Bank of Nigeria Plc and Gamji Fertilizer Co. Ltd v. France Appro S.A.S.
The judge declared the meeting, its resolutions, the share allotments, the changes in directorship and the removal of the secretary illegal. He ruled that the second and third defendants were never directors of the company and restrained the 15 individual defendants from presenting themselves as shareholders or directors. The CAC was ordered to expunge the disputed filings and restore Shade Ogundare & Co. as company secretary.
Most of the individuals accused of the alleged takeover did not mount an effective defence. In February 2026 the second to fifteenth defendants lost their right of audience after failing to pay a N300,000 costs order imposed for lack of diligent prosecution. Only the CAC and the sixteenth defendant participated substantially in the proceedings, leaving the core allegations about the acquisition of shares and directorships largely unchallenged.
The case has drawn attention to the ease with which unauthorised changes can sometimes be entered in Nigeria’s corporate register when individuals present themselves to the CAC as officers or shareholders without the knowledge of the true owners.
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