NGO (Incoporated Trustee) Registration

Incorporated Trustee in Nigeria refers to a legal entity that is formed to manage and administer a trust on behalf of a group of beneficiaries. The trust is established under the laws of the Nigerian Corporate Affairs Commission (CAC), and the incorporated trustee is responsible for managing and investing the trust’s assets, making decisions about the distribution of trust assets to beneficiaries, and ensuring that the trust complies with all legal and regulatory requirements. Incorporated Trustees are non-business and non-profit making organisation formed to facilitate acquisition of corporate personality by a community of persons bound together by custom, religion, nationality or any association of person established for religious, educational, literary, scientific, social developments, sporting or charitable purpose: section 590 of CAMA. It is an organisation registrable under Part C of CAMA. It can however, operate without registration but cannot take advantage of corporate identity of the trustees.

Incorporated Trustees in Nigeria are usually Clubs, Associations of persons related by custom, tribe etc., Churches, Mosques and Non-Governmental Organisations (NGOs). All these are incorporated under Part C of the CAMA. See section 590 of CAMA. The name of an incorporated trustee must begin with ‘’The Incorporated Trustees of…………….’’. See section 591(a) of CAMA. It has legal personality upon incorporation, which is vested only on the incorporated trustees and not on all the members. See section 596 of CAMA. The minimum number of trustees/members is one (1); but in practice two (2) are needed. See section 590 of CAMA.

Characteristics of an Incorporated Trustee in Nigeria

1. Legal entity: An Incorporated Trustee is a legal entity that can enter into contracts, own property, and sue or be sued in its own name.
2. Ownership and Registration: According to section 590(1) of CAMA, only one person can register as an incorporated trustee.
3. Non-profit: IT does not do business and does not distribute profits
4. Management by trustees: An Incorporated Trustee is managed by a board of trustees who are responsible for making decisions about the trust’s assets and investments, and for ensuring that the trust complies with all legal and regulatory requirements.
5. Beneficiaries: An Incorporated Trustee holds and manages assets on behalf of a group of beneficiaries, and is responsible for making decisions about the distribution of trust assets to beneficiaries.
6. Limited liability: An Incorporated Trustee is a company limited by guarantee, meaning that members do not have the right to a share of the company’s assets if it is wound up but only an amount that they guarantee to contribute to the company’s assets if it is wound up.
7. Perpetual existence: An Incorporated Trustee can have a perpetual existence and does not dissolve upon the death or incapacity of its trustees or beneficiaries.
8. Tax benefits: Incorporated Trustees may be eligible for tax benefits and exemptions, depending on the nature of the trust and the specific laws and regulations in place in Nigeria.
9. Separation of ownership and control: The assets of an Incorporated Trustee are held in trust and controlled by the trustees, while the beneficial ownership remains with the beneficiaries.
10. Compliance with laws and regulations: An Incorporated Trustee is required to comply with all laws and regulations that apply to trusts in Nigeria, including those related to taxes, investments, and reporting.
11. Transparency: An Incorporated Trustee is required to keep accurate records of its assets, transactions, and beneficiaries, and to provide regular reports to the relevant authorities.
12. Transparency of the Trustees: The trustees are accountable to the beneficiaries of the trust and are required to provide an annual report detailing the management of the trust, its income, and expenditure.

Requirment for registering an IT in Nigeria

1. CAC/IT FORM 1:       Application form completed in triplicate with the full names, residence, occupation and signature of the trustees of the applicant organization.
2. FORM CAC 1: (Incorporated Trustees) Availability Check and Reservation of Name with the name of the proposed organization stated as “Incorporated trustees of … .”
3. FORM CAC 3, Notice of Situation Address of the Registered Organization.
4. Written Application for Registration of the Incorporated Trustee signed by the Chairman and Secretary. 
5. Constitution of the applicant organization clearly stating its aims and objectives; duly signed and dated (2 copies).
6. Impression or drawing of the Common Seal of the body to be incorporated.
7. Copy of the Resolution adopting the ‘Special Clause’ into the constitution. Note that a ‘special clause’ is an undertaking that upon winding up, the assets of the company will not be distributed to the members but to a similar association with similar aims and objectives.
8. Evidence of ownership of land or an undertaking in lieu to own a land within 2 years of incorporation or registration.
9. Cuts of the original newspapers advertisement in 3 national dailies, one being local newspaper widely circulating in the area where the association is based, clearly stating and calling for objections to the registration of the association within 28 days.
10. 2 passport photographs each, of the Trustees attached to the trustees declaration form sworn to at the High Court with the receipts attached.
11. Copy of the extract of the Minutes of Meeting where the trustees were appointed, having the list of the members present and absent and showing the voting pattern, signed by the Chairman and Secretary of the Association, in the letter-headed paper of the Association.
12. Trustees declaration form duly sworn at the High Court confirming that the trustees were not disqualified from acting as trustee pursuant to sections 591 – 592 of CAMA. This requirement replaces the earlier cumbersome process of obtaining State Security Service (SSS) report on each trustee.
13. Letter authorizing the person (solicitor) handling the registration process to act for the applicant organization. Thus, although CAC’s accreditation is not required from the person/solicitor who is engaged to register incorporated trustee; there must be evidence of approval by the organization for the person to act on their behalf.
14. Any other document of proficiency, especially for professional organization and non government organization (NGO).
15. Original receipt of prescribed registration fees.