Author: O. M. Atoyebi S.A.N FCIArb. (U.K.)., Contributor: Chikezie M. Iwu
The CAMA 2020, is a welcome development and an attempt to add vigour to the government’s economic reforms and ongoing initiatives on the ease of doing business in Nigeria. Part of the key provisions of the CAMA 2020 under Part A is the time limit stipulated under the Act for the commencement of legal action against the commission. There is no doubt that the main purpose of pre-action notice has always been to promote and give opportunity for out-of-court settlement. In addition, a pre-action notice has been upheld as just and consistent with our civil procedure wherever statutes prescribe that such should be given.
This novel provision in the Act has introduced sweeping reforms aimed at improving the law establishing the commission in addressing frivolous suits that were slapped on the commission with ease in the past. This work will examine the meaning of a pre-action notice and its scope, the effect of a pre-action notice under the CAMA 2020, as well as the implication of failure to comply with the relevant provisions of the law in evolving changes in the corporate landscape in Nigeria.
What is a Pre-action notice?
A pre-action notice is a notice provided for by a statute or enabling law that requires notice of intended action to be first served on certain would-be defendants by an aggrieved party before such aggrieved party may seek judicial redress. This includes notice to certain corporate bodies. Such notice of action is usually required to disclose the cause of action, relief or reliefs sought, and the name and place of business or abode of the aggrieved party.
A pre-action notice, where it is required, constitutes a condition precedent for the institution of action; any action brought without the notice would be premature and incompetent. It is a condition that must be fulfilled in appropriate cases before seeking the intervention of the Court. A ‘condition’ is a “provision which makes the existence of a right dependent on the happening of an event, as opposed to an absolute right.
Meaning of cause of action
According to the Black’s Law Dictionary, a cause of action is a group of operative facts giving rise to one or more bases for suing; a factual situation that entitles one person to obtain a remedy in court from another person.
It may also be defined generally to be a situation or state of facts that entitles a party to maintain an action in a judicial tribunal. This state of facts may be:
Pre-action notice under CAMA 2020
As part of the novel provisions of CAMA 2020, it was introduced to give the Commission (the defendant) breathing time to meet the plaintiff either to think of reparation or negotiate an out-of-court settlement. Section 17(1) gives a minimum period of 30 thirty days before a plaintiff or its agent could file a suit against the commission after a written notice to file such suit is served upon the commission. Subsection 2 of section 17 also specifically stipulates the requirements of the notice. Such notice is required to state the following:
a. cause of action;
b. particulars of the claim;
c. name and place of abode of the intending plaintiff; and
d. relief sought.
Thus, the main purpose of this provision is to assist in stemming spurious litigation brought against the CAC. 
However, where an aggrieved party or company has satisfied the pre-requisite of section 17, it might encounter some difficulty in instituting the action against the CAC, in the sense that as Section 2(a) Public Officers Protection Act states that an action against public officers shall be instituted within three months after the neglect complained of. This means time begins to run irrespective of the absence of knowledge on the part of the aggrieved party at the time the cause of action arose, except in cases of unconcealed fraud.
To this end, any such action must be commenced within three months, with a one-month notice to the CAC. This may, however, look like a stumbling block as non-compliance would strip the Court of jurisdiction over such a suit.
Effect of Non-Service of Pre-Action Notice.
Non-service of a pre-action notice if required by statute is an irregularity that renders an action incompetent.  This gets to the root of the matter because failure to serve a pre-action notice deprives the court of jurisdiction to entertain the Suit, and such will be struck out for failure to adhere to a condition precedent, which is section 17 of the CAMA 2020.
Thus, any preliminary objection raised to strike out the suit for lack of jurisdiction to this effect is substantially sustained.
General Exceptions to Service of Pre-Action Notice.
In consideration of the decisions of the Court on the mandatory and constitutional nature of pre-action notice in different statutory provisions, there are some exceptions to it especially when fundamental right enforcement is involved:
In conclusion, the foundation of jurisdiction to effectively institute an action against the Corporate Affairs Commission is hinged on relevant provisions of the law and failure to adhere to these laws will rob the court of the jurisdiction to entertain suits brought before it and this has tremendously reduced the ease of frivolous suits against the commission.
 Chiamaka Irene Chukwukelu: A Comparative Analysis Of Major Changes Introduced By The Companies And Allied Matters Act; 2020. https://thenigerialawyer.com/a-comparative-analysis-of-major-changes-introduced-by-the-companies-and-allied-matters-act-2020/
 Ani Comfort Chinyere, D.A Guobadia and A. Adekunle (Eds). The Uwais Court. The Supreme Court and The Challenge of Legal Development (NIALS, Lagos, 2006) pp 341-359. https://legalpediaonline.com/sample-message-1/
“Action against Government” Learn Nigerian Law https://www.learnnigerianlaw.com/learn/administrative-law/action
 Learn Nigerian law: Op-cit.
 Learn Nigerian law: Op-cit.
 Black’s Law dictionary 266 (10th ed. 2014)
 Edwin E. Bryant, The Law of Pleading Under the Codes of Civil Procedure 170 (2d ed. 1899) cited in Black’s Law dictionary 266-267 (10th ed. 2014)
 Grant Thornton Nigeria: Companies and Allied Matters Act, 2020 – Highlights of Changes and New Enactments. https://www.grantthornton.com.ng/globalassets/1.-member-firms/nigeria/media/cama-2020—gtng-publication.pdf
 DCSL Corporate Services Limited: OVERVIEW OF THE COMPANIES AND ALLIED MATTERS ACT 2020
 Cap. P41, LFN 2004.
 Buae Enterprises v. Obong (2016) LPELR-4205, Akibu v. Azeez (2003) All FWLR 149, 1490 at 1511.
 Mekaowulu v Ukwa West Local Government Council, (2018) LPELR-43807-CA
 Chidera Nwokeke: Failure To Serve Pre-Action Notice Is Not A Limitation In A Fundamental Rights Enforcement Action In Nigeria. Available at https://thenigerialawyer.com/failure-to-serve-pre-action-notice-is-not-a-limitation-in-a-fundamental-rights-enforcement-action-in-nigeria-by-chidera-nwokeke/