Daily Law Tips (Tip 818) by Onyekachi Umah, Esq., LL.M, ACIArb(UK)
Introduction:
There are several reasons to set up a social venture in the world. From fighting illiteracy, hunger, terrorism and pandemics to promoting rights, cultures, religions and fantasies. The most populous black nation (Nigeria) is home to many national, regional and international Non-Governmental and Not-For-Profit Organizations (charities, societies, associations, NGOs, NPOs, clubs, schools, professional bodies, religious bodies, community initiatives, cultural groups and any other group). The choice of Nigeria is not only because of its tax-exemptions and increasing ease of doing business. Well, as you will discover in this work, registering Non-Governmental and Not-For-Profit Organizations in Nigeria is easy, fast, predictable and open to Nigerians and foreigners.
This work reveals a short practical guide on the requirements for the formation and registration of Non-Governmental and Not-For-Profit Organizations in Nigeria. It goes beyond the provisions of the federal law (Companies and Allied Matters Act, 2020), by further exposing some requirements that are omitted in the law but often demanded by the concerned federal agency (Corporate Affairs Commission).
Corporate Affairs Commission (CAC) and the Registration of Non-Governmental and Not-For-Profit Organizations:
Corporate Affairs Commission (CAC) is a federal agency, in charge of the formation and registration of corporate beings, whether for profit and not for profit. Hence, across Nigeria, the Corporate Affairs Commission (CAC) manages the registration of businesses, registered partnership, companies, Non-Governmental Organizations and Not-For-Profit Organizations. It also houses records of all registered formations.
In the Corporate Affairs Commission (CAC), the registration of Non-Governmental and Not-For-Profit Organizations covers entities like; charities, societies, associations, NGOs, NPOs, clubs, schools, religious bodies, community initiatives, cultural groups and any other group. Such entities must be for religious, educational, literary, scientific, social, development, cultural, sporting or charitable purposes. However, it does not cover political parties, trade unions, secret cults and lawless movements.
The formation and registration of Non-Governmental and Not-For-Profit Organizations, makes such formed entities to become corporate persons/beings. As corporate beings, the entities are different from their owners and members. The entities can own and sell movable and immovable property (including lands and bank accounts), own a common seal and perpetual succession, take actions and positions in life, sue and be sued in its name, among other things. The formation and registration of entities at the Corporate Affairs Commission (CAC) is lawful and recognized across the world. Click to download a free copy of the Companies and Allied Matters Act, 2020 https://learnnigerianlaws.com/new-cama-2020-companies-allied-matters-act/
Information and Documents for the Registration of Non-Governmental and Not-For-Profit Organizations:
Expectedly, the Corporate Affairs Commission (CAC) require certain information and documents from persons seeking to form and register an entity, including; Non-Governmental and Not-For-Profit Organizations. The information must be provided timely and only guanine information should be supplied to avoid criminal prosecution and imprisonment for one year or fine. Click to download a free copy of the Companies and Allied Matters Act, 2020 https://learnnigerianlaws.com/new-cama-2020-companies-allied-matters-act/
Here are the information and documents that the federal agency (Corporate Affairs Commission) will request for the registration of Non-Governmental and Not-For-Profit Organizations.
The unique name for the organization sought to be registered. (Nigerian government through the Corporate Affairs Commission may refuse to approve a name, where a similar name exists or the name is deceitful, misleading or unlawful).
The proposed clear and lawful arms and objectives of the organization. This is the well-articulated specific vision, mission and role of the organization. This may be amended by CAC to align with the laws of Nigeria.
List of Trustees (a person of any Nationality that will be serving on the Board of Trustees of the organization being registered). Such persons must not be infants, bankrupt and convicts, rather must be persons of sound mind. There is need for the Board of Trustees to have a Chairman (President) and the Secretary, since they will sign some documents during the registration processes.
Particulars of Trustees (the members of the Board of Trustee) must be provided. This will include; Name, Home Address, Occupation, Date of birth, Email address, Telephone, Passport photograph, scanned signature and a copy of any government issued means of identification).
Oath Declarations by Trustees before a Notary Public or Commissioner of Oath.
The proposed Constitution of the Organization. This must be prepared to suit the Nigerian standard using the precedents provided by the Corporate Affairs Commission (CAC). Hence, organizations are not allowed to submit their unique (often-detailed) proposed constitutions, rather the short constitution form of about 4 pages, provided CAC are to be used. Note that the often-detailed Constitution of organization not accepted by CAC, may be later used by the organization as Bye-Laws or Operational Manuals and Guidelines but subject to the overriding powers of the Constitution approved by the CAC.
The common seal (often an iron seal bearing the name and logo of the organization).
Newspaper publications of proposed Name, Objectives and Trustees in 2 Newspapers
Physical Address within Nigeria as address of the organization. This does not stop the organization from having offices and addresses outside of Nigeria.
Application letter, Completed Application Form, Minutes of Meeting and Proof of payment of Statutory fees.
Click to download a free copy of the Companies and Allied Matters Act, 2020 https://learnnigerianlaws.com/new-cama-2020-companies-allied-matters-act/
Conclusion:
Nigeria a liberal state, allows Nigerians and foreigners to form, register, manage and run entities in Nigeria. Hence, a foreigner can register and own an entity in Nigeria without a Nigerian. This is one of the few countries that offer such privileges in Africa. To ensure this position does not change overnight, there are several federal laws that have enshrined this position. Click to download a free copy of the Companies and Allied Matters Act, 2020 https://learnnigerianlaws.com/new-cama-2020-companies-allied-matters-act/
Formation and registration of entities, whether national, regional or international Non-Governmental and Not-For-Profit Organizations (charities, societies, associations, NGOs, NPOs, clubs, schools, professional bodies, religious bodies, community initiatives, cultural groups and any other group) is a sure and predictable path in Nigeria. The services of legal practitioners are needed for the formation and registration of entities in CAC to ensure and guaranty timely and smooth process. Wont you rather register and invest in Nigeria, today?
My authorities, are:
Sections 1, 2, 3, 4, 5, 6, 318 and 319 and the Fourth Schedule to the Constitution of the Federal Republic of Nigeria, 1999.
Sections 1, 4, 8, 823 to 839, 868, 870 of the Companies and Allied Matters Act, 2020. Click to download a free copy of the Companies and Allied Matters Act, 2020 https://learnnigerianlaws.com/new-cama-2020-companies-allied-matters-act/
Onyekachi Umah, “Is Government Taking Over Unclaimed Dividend and Shares?” (LearnNigerianLaws.com, 25 March 2021) https://learnnigerianlaws.com/is-government-taking-over-unclaimed-dividend-and-shares/ accessed 4 August 2021.
Onyekachi Umah, “Does the New Finance Act Exempt Companies from CAC Annual Returns?” (LearnNigerianLaws.com, 17 March 2021) https://learnnigerianlaws.com/does-the-new-finance-act-exempt-companies-from-cac-annual-returns/ accessed 4 August 2021
Onyekachi Umah, “Why Lawyers Are No Longer Needed In The Formation Of Companies” (LearnNigerianLaws.com, 9 November 2020) https://learnnigerianlaws.com/why-lawyers-are-no-longer-needed-in-the-formation-of-companies/accessed 4 August 2021
Onyekachi Umah, “CAC Can Now Takeover Churches, Mosques, Associations and NGOs” (LearnNigerianLaws.com, 18 August 2020) https://learnnigerianlaws.com/takeover-of-not-for-profits-by-cac/accessed 4 August 2021
Onyekachi Umah, “Company Secretaries Are Not Needed In Small Companies” (LearnNigerianLaws.com, 13 August 2020) accessed 4 August 2021
