TheNigeriaLawyer Editorial

INTRODUCTION

It is no longer a news that President Buhari has on Thursday 7th August, 2020 signed into law a New Companies and Allied Matters Act (CAMA) introducing 15 business friendly provisions that promote ease of doing business and reduces regulatory hurdles.

The bill was first passed by the House of Representatives on the 4th of March, 2020 and later by the Senate on Tuesday 10th of March, 2020, just a week after.

As good and commendable as the new law is, the question that agitates the minds of lawyers is why the bill was signed into law now, that is, over four months after its passage by the National Assembly. Is the assent valid? Assuming the assent is not valid, what’s the status of the new enactment? Can it stand as a valid and enforceable law?

VALIDITY OF PRESIDENT’S ASSENT TO THE CAMA BILL

Section 58(4) of the constitution of the Federal Republic of Nigeria, 1999 (as altered) provides that “Where a bill is presented to the President for assent, he shall within thirty days thereof signify that he assents or that he withholds assent.” (Emphasis ours)

By the authority of Opara & Anor. v. Amadi & Anor. (2013) LPELR-20747(SC), the word “shall” in the foregoing provision of the constitution denotes obligation and gives no room for discretion. It imposes a duty on President to signify assent within 30 days. Even a day after cannot be accepted.

The question now is: was the assent of President Buhari to the New CAMA bill given outside the stipulated 30 days required by the constitution? It should be noted that the 30 days period starts counting from the date a bill is submitted to the president, not the date a bill is passed.

Unfortunately neither the National Assembly nor the president has disclosed to the public exactly the date the bill for the law under discourse was sent to Mr. President. However, a careful examination of the Certification copy shows that the clerk of the National Assembly signed same on 9th July 2020.

It is submitted that the distance between the said 9th of July and Thursday 7th August 2020 is less than the 30 days stipulated by the constitution.

Though the signed date by clerk of the NASS is not the same thing as the date of sending same to the President for assent. However, it is logical and plausible to assume that the bill was sent after 9th of July, 2020, the date the Certification copy was signed.

Another factor that makes 9th day of July, 2020 highly plausible date on or after which the bill was sent is the fact that in law, document speaks for itself. Court of Appeal reiterated this position in Maduka & Ors v. Anyadiegwu (2014) LPELR-23751(CA) in the following words:

“It is trite principle of law that document speaks for itself and its contents cannot be altered or contradicted vide oral evidence.”

It is therefore submitted that a different date cannot be read into the document. Doing that would at best be speculation. Being an instrument of transmission of bill to the President, the Certification copy stands in higher pedestal and commands credibility than any oral evidence that may seek to discredit it.

WHAT IF THE BILL WAS ASSENTED TO OUTSIDE THE STIPULATED 30 DAYS?

The position will still remain the same. It is our view that the thirty-day period does not affect the validity of the bill. The reason for this submission is that President Buhari withheld assent for the same bill in 2018. And since the bill in question was simply passed for the second time, President’s assent was no longer needed.

The position can change only if can be proved that the CAMA bill which Mr. President withheld assent to in 2018 is not the same with the 2020 bill which he just gave assent to.

Our position on this matter, in summary, is that the 2020 CAMA bill is the same bill that was not assented to by the president in 2018 and therefore ought not have been sent to President Buhari for assent in the first place because section 58(5) of the constitution provides that “Where the President withholds his assent and the bill is again passed by each House by two-thirds majority, the bill shall become law and the assent of the President shall not be required.” See also the case of NASS v. PRESIDENT, FRN & ORS (2003) LPELR-10151(CA)

CONCLUSION

President Buhari’s assent to the CAMA bill in August, even when it was passed by the National Assembly in March, is valid and constitutional because it was passed within period of 30 days stipulated by the constitution. We make bold to submit that assuming (without conceding that) the assent was given outside the 30 days stipulated period, the new law is still valid and enforceable as it was the same bill which was rejected in 2018 but passed for a second time in 2020.

TheNigeriaLawyer Editorial