Introduction

Further to your discussion with representatives of Andi Daze Legal (the “Firm”) regarding your proposed corporate registration of a non – profit organization in Nigeria, please find an outline of registration in Nigeria.

2. Registration of Non – Profit Organizations

The Corporate Affairs Commission (“CAC” or the “Commission”) is saddled with the responsibility of registration, regulation and supervision of NGOs in Nigeria.

There are two types of non – profit organizations registrable in Nigeria: Incorporated Trustees and Company Limited by Guarantee. For the benefit of your proposed mandate, we will provide an overview of the registration procedure for both types of NGOs.

2.1       Incorporated Trustees

There are different types of Non-Governmental Organisations (NGOs) that are permitted to operate in Nigeria under statute, these include trade unions, community-based organisations, social clubs, religious organisations, cultural associations, women’s groups, youth clubs, professional associations, political parties, cooperative societies, specialised professionally run NGOs and friendly societies.

Incorporated Trustee is a type of NGO where the trustees themselves, rather than the NGO, obtain the status of a body corporate.

2.2       Procedure

To register an Incorporated Trustee, the Firm will need to:

1. Conduct search and reservation of name;
2. File application forms;

• Publish proposed company name and trustees in three (3) national dailies;

1. Prepare the Company’s Constitution;
2. Prepare minutes of meeting appointing trustees;
3. Prepare application letters;

• Procure iron seal required to be imprinted on the company’s application.

2.3       Documents

Three sets of the duly completed application form are submitted to the Corporate Affairs Commission and accompanied by the following:

1. A formal letter of application;
2. The original newspaper publications;

• 2 copies of the applicant’s constitution;

1. Minutes of the meeting;
2. Trustees (Applicants) have to attach 2 passport sized photographs;
3. Trustees have to sign against their names on the application form and furnish permanent residential addresses;

• Two photocopies of the application form;
• Application form duly signed by the secretary and chairman of the board;

1. Trustees declaration forms duly signed by each trustee and deposed to at a high court of Justice in Nigeria.

2.4       Duration

Registration for Incorporated Trustee can only commence after twenty-eight (28) days from the date of newspaper publication. Afterwards, registration will take about 5 – 10 days.

2.6       Next Steps

To commence the proposed NGO registration, the Firm will require the following:

1. 2 passport size photographs;
2. Personal details of each trustee including full name, address, phone number, email address and occupation;

• Valid means of identification for each trustee shareholder (Driver’s License, International Passport, National Identification Card or Voter’s Registration Card).

3. Company Limited by Guarantee

A company limited by guarantee is not registered with a share capital and cannot be incorporated with the objective of carrying on business for the purpose of making profits for distribution to members. The memorandum of a company limited by guarantee must be registered with the consent of the Attorney General of the Federation.

3.1       Procedure

1. Application for consent from the Registrar General of the CAC;
2. Conduct Search and reservation of name;

iii.         Procure application forms;

1. Prepare Memorandum and Articles of Association;
2. Apply for consent from the Attorney General of the Federation.

 

3.2       Documents

The duly completed soft copies of the application forms are filed on the CAC website and accompanied by the following:

1. Memorandum and Articles of Association.
2. Receipt of Payments.

• Photocopies of each Director’s means of identification (National Identity card, Driver’s license, Voters card, International Passport).

1. Photocopies of each Subscriber’s means of identification (National Identity card, Driver’s license, Voters card, International Passport).
2. Certificate of Incorporation (where company secretary is a corporate body) or Professional certificate (where company secretary is an individual).
3. Application for consent from Attorney General of the Federation.

The hard copies of the above documents are required to be submitted at the Commission before the certificate of incorporation is issued.

3.3       Duration

Registration for Company Limited by guarantee takes 2 – 3 months.

3.5       Next Steps

To commence the proposed corporate registration, the Firm will require the following:

1. Personal details of each director including full name, address, phone number, email address and occupation;
2. Valid means of identification for each director (Driver’s License, International Passport, National Identification Card or Voter’s Registration Card).

4.0       Conclusion

Please note that a company limited by guarantee and Incorporated Trustees are required to have two (2) directors/Trustees as well as two (2) subscribers who must be adults. 

 

Do not hesitate to contact us for further clarification.

Yours faithfully,

Andi Daze Legal

 

 

FATIMA INUSA

ASSOCIATE, CORPORATE SERVICES PRACTICE