REGISTRATION OF INCORPORATED TRUSTEES IN NIGERIA
(NGOs, CHURCHES, MOSQUES, SOCIAL CLUBS ETC.)
Incorporated Trustees in Nigeria refers to a corporate entity that does not engage in business or make profit. It emerges when two or more people are appointed and registered with the Corporate Affairs Commission (CAC) as Trustees of a non-profit organisation, thereby enabling the trustees to hold movable and immovable properties, sue and be sued, and have perpetual succession on behalf of the organisation.
Usually, Incorporated Trustees are used for the registration of organisations that have the objects of promoting charity, education, culture, Art, Religion, etc., as listed in Section 823 (1) of the CAMA 2020. Social Clubs, Community Associations, Churches, Mosques, and other Association of Persons also register as Incorporated Trustees. It is often adopted by Non-Governmental Organisations in their registration with the Corporate Affairs Commission.
It is worthy of note that the organisation’s income and property are applied solely to its objects and do not go to the trustees or the governing council.
QUALIFICATIONS OF A TRUSTEE
Section 826 of CAMA 2020 provides for the persons that shall not be qualified to act or be appointed as a trustee. They include:
1. An Infant. An infant under the Nigerian Law is a person below the age of eighteen years;
2. A Person of unsound mind. This category of persons must have been found of unsound mind by a Court of competent jurisdiction;
3. An undischarged bankrupt; or
4. A person that has been convicted of an offence involving fraud or dishonesty within five (5) years of his proposed appointment.
HOW TO REGISTER INCORPORATED TRUSTEES IN NIGERIA
RESERVATION CODE APPLICATION AND NAME RESERVATION
The first step to registering an incorporated trustee is to apply for a reservation code and reserve one of the proposed names. The applicant is expected to propose three names for the incorporated trustees, and if any one of the names is available and registrable, it will be reserved accordingly.
At the point of applying for reservation code, the Applicant is expected to fill in information regarding the Trustees and the Organisation, which will include but not limited to:
1. Proposed Name of the Organisation (Maximum of Three (3) Names are to be submitted for approval)
2. Particulars of the proposed Organisation: The Registered Office Address, Email Address and Phone Number
3. Aims and Objectives of the Organisation
4. Name of the Chairman and Secretary of the Board of Trustees
5. Particulars of all the Trustees:
(a) Full name
(b) Address
(c) Email Address
(d) Phone number
(e) Date of Birth
(f) Occupation
NEWSPAPER PUBLICATION
Upon the reservation of name, the applicant Organisation will be required to make publication in two Newspapers, intimating the public of their application to be registered and calling for objection within 28 days of the publication.
SUBMISSION OF DOCUMENTS
After the 28 days without objection, the applicant Organisation will proceed to provide the requisite information and documents for the registration. These will include the following among others:
1. Identity Cards and E-signatures of the Trustees
2. Trustees’ declaration form duly sworn to.
3. The Constitution of the organisation clearly stating its aims and objectives.
4. Evidence of the newspapers’ publications.
5. The extract of the duly signed Minutes of Meeting where the trustees were appointed
6. The extract of the duly signed Minutes of Meeting where a resolution was passed for adoption of the ‘Special Clause’ into the constitution.
PAYMENTS & SUBMISSION
The applicant is required to make payments of the requisite fees and submit the application.
REGISTRATION APPROVAL
Upon due registration of the Incorporated Trustee, a Certificate of Incorporation will be issued by CAC together with a Status Report detailing the Organisation’s information and the duly stamped Constitution of the Incorporated Trustee.
CONCLUSION
It should be noted that there are several technicalities associated with the registration of an Incorporated Trustees in Nigeria. Hence, it is advisable to engage the services of a Solicitor or an accredited agent.
By the Company Secretarial and Regulatory Compliance Department of Aekley Solicitors, Nigeria.
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