Can Unregistered Foreign Companies Sue, Be Sued and Recover under Nigerian Law? A Critique of Citec International Estates Ltd v E International Inc & Associates

This article critically re-examines whether foreign companies carrying on business in Nigeria without incorporation can sue, be sued and recover under Nigerian law. It critiques the Supreme Court’s decision in Citec International Estates Ltd v E International Inc & Associates ( Citec ), which imposed an absolute bar on enforcing contracts made in breach of sections 54–55 of the Companies and Allied Matters Act (CAMA) 1990 (now sections 78–79 of CAMA 2020). It argues that Citec conflated the foreign company’s capacity to sue (governed by the place of incorporation theory) with the legality of its transactions in Nigeria (governed by Nigerian law). It also contends that “carrying on business” should exclude brief or isolated transactions. Ultimately, it advocates for a contextual, proportionate interpretation of sections 78–79 of CAMA 2020 to align with Nigeria’s legislative intent and foreign investment policy, while drawing on Nigerian and comparative jurisprudence in assessing the underlying illegality question.