“Court Nullifies Disputed Share Allotments, Directorship Changes In 30-Year-Old Property Firm” — Orders CAC To Expunge Filings, Restore Company Secretary

The Federal High Court in Lagos has nullified disputed corporate changes made in relation to Oyetubo Jokotade Estate Resources Ltd, a property company said to have operated for about 30 years, after finding that the meeting from which the changes purportedly arose was invalidly convened.

Justice Dehinde Dipeolu, in a judgment delivered on July 24, 2026, in Suit No. FHC/L/CS/557/2017, declared illegal the purported meeting of the company held on December 5, 2014.

The suit was instituted by the company and one of its founding directors, Alhaja Amoke Okanlawon, against the Corporate Affairs Commission and 15 other defendants.

The claimants had alleged that persons who were neither shareholders nor directors of the company purportedly convened the meeting, allotted shares to themselves, assumed positions as directors and removed the company’s long-standing secretary.

They contended that the disputed corporate filings subsequently lodged with the CAC formed part of an attempt to take control of the company through alterations to its statutory records.

In resolving the dispute, Justice Dipeolu held that the December 5, 2014 meeting was invalid because those who convened it lacked the requisite legal standing and also failed to comply with statutory requirements governing the convening of company meetings and notification of persons entitled to attend.

The court consequently set aside the resolutions purportedly passed at the meeting, including the disputed allotment of shares, changes in the composition of the board and the removal of the company secretary.

It also restrained the affected individuals from holding themselves out as shareholders or directors of Oyetubo Jokotade Estate Resources Ltd on the strength of the invalidated resolutions and filings.

Justice Dipeolu further directed the Corporate Affairs Commission to expunge the disputed filings from its register and restore Shade Ogundare & Co. as the company’s secretary.

The decision effectively reversed the corporate changes arising from the 2014 meeting and restored the company’s records to the position recognised by the court as valid.

The judgment also underscores the requirement that changes in the ownership and management structure of a company must comply with applicable corporate law, including rules governing the authority to convene meetings, notice to entitled persons and valid passage of resolutions.