The Supreme Court of Nigeria has clarified that a certificate of incorporation is not the only means of proving the legal personality of a company.
This position was established in the case of SODEINDE v. WORLD MISSION AGENCY INC, where the apex court provided further guidance on acceptable evidence for establishing corporate existence.
While the Court acknowledged that the certificate of incorporation remains the primary and conventional proof of a company’s legal personality, it held that other documents may also serve as prima facie evidence of incorporation.
In his concurring judgment, Agim JSC stated that:
“An original copy or a certified true copy of a company search report issued by the Corporate Affairs Commission (CAC), stating the physical address, registration number, date of registration, and names of directors, with a signed and dated verification stamp, constitutes an additional means of prima facie proof that an organisation is a registered or incorporated company.”
His Lordship further emphasised that it would be unreasonable to disregard such evidence merely because a certificate of incorporation was not produced.
The Court relied on a company search report issued by the Corporate Affairs Commission, which had been exhibited before it, as sufficient prima facie proof of the respondent’s corporate status.
Key Takeaway
This decision expands the evidentiary scope for proving corporate personality in Nigerian law. Legal practitioners can now rely not only on certificates of incorporation but also on duly certified CAC search reports as acceptable preliminary proof of a company’s existence.