STEPS TO FOLLOW IN REGISTERING YOUR NON-PROFIT

There are a plethora of seemingly complicated steps to take in order to get your nonprofit group registered. A non profit or Charitable foundation may be registered as a Company Limited by Guarantee or as an Incorporated Trustee. However, due to uneasy requirements of registering a company limited by guarantee in Nigeria, it is always preferable for any NGO or non profit foundation to be registered as an Incorporated Trustee under Part C of the Nigerian Companies and Allied Matters Act 2020.

In this article, we’ll be talking about these steps in very precise terms in order to simplify the process as it indeed is not so difficult.

These steps can be summarised as the following:

• Go to the drawing Board: Plan. Plan. Plan. You should go to your drawing board with your founding team. Write out your mission statement, vision and over all objectives. Also write down the activities your organisation will engage in or undertake; the core beliefs of the organisation, etc. You would always need to refer to this every step of the way. This is so that you are eventually running with your original vision all through your registration process.
• Name your Brainchild: Give a name to your organisation. If you already have a name, make some enquiries to ensure that no other organisation has that same name. It is now possible for anyone to check out business names on the Corporate Affairs Commission (CAC) portal. Select alternative names in case your desired name is not available for reservation).
• Appoint And Inform the Trustee(s): A person qualified to be appointed a Trustee must be 18 years of age and above; must NOT be of unsound mind; or undischarged bankrupt; or convicted of an offence involving fraud or dishonesty within 5 years of his proposed appointment. Speak to them and get them appointed. It is a requirement.
• Get a lawyer: A solicitor who has been duly accredited by the Corporate Affairs Commission (CAC) to conduct pre and post incorporation matters with the Commission can help you execute the following:

1. Name Availability Search and Reservation. This is a very important step and it can be done by you as well. But your lawyer can advise in more suitable names and names you CANNOT use. Your lawyer will conduct a search at the Corporate Affairs Commission (CAC) registry to check if the organisation’s name you have chosen is available for reservation. Only a name that is not identical to an existing registered organization in Nigeria can be reserved for you. Where your name is available, same will be approved for registration. Name availability check and reservation can be effected within 48 hours by a CAC accredited solicitor.
2. Notices. In full compliance with the law, your lawyer will publish a notification of intention to register the nonprofit, setting out the name of the organisation; the names of trustees, aims and objectives; and a call for objections within 28 days to the registration of the organisation (if any). This publication must be done in three (3) national dailies, one being a local newspaper widely circulated in the area where your organisation is based.
3. Drafting of the organisation’s Constitution. This month, Impacty will publish a DIY constitution drafting guideline which your lawyer will look through and vet. The organisation’s constitution will set out rules that would govern the internal affairs of the NGO, the aims and objectives of the NGO, the governance structure, names of members of the Board of Trustees, the statement of purpose, amongst other things.
4. Drafting of the Minutes of the Meeting. Your lawyer will draft the minutes of meeting that will provide details of the date and events the members of the Board of Trustees were appointed, list of members present and absent, the voting pattern, and the authorization to apply for registration, signed by the Chairman and Secretary of the Board. Your lawyer will also draft the minutes of the meeting where the special clause was adopted into the constitution of the organisation and signed by Chairman and Secretary of the Board.
5. Obtaining a set of incorporation forms from the CAC by the applicant, which shall include a Memorandum for the guidance of application.
6. Documentation incorporation documents. Your lawyer will put together all incorporation documents which include; Proof of identity of the Trustees, Evidence of property acquisition for the organisation or undertaking in lieu of the property acquisition, Duly completed application form in triplicate, Letter of application, Two newspaper publications calling for members of the public to react to the registration of the organisation within 28 days of the publication.

The publication which is required to be in minimum size of 8cm x 2 or 3”x2 must also contain:

• The name of the association;
• The full names of the trustees;
• The aims and objectives of the Association
• A request for objections (if any) from the public regarding the proposed registration of the Association within 28 days.
• Proposed Address and registered office of the Association
• Extract of the minutes of the general meeting where the trustees were elected/appointed. This must:

Be on a plain sheet;

Show the list of member present at the meeting and the voting pattern and;

Be signed by the Chairman and secretary/another trustee of the Association.

• Formal letter of authority issued by the members of the Association to its representative or agent who would be responsible for undertaking the registration process.
• The Association’s constitution which will contain the following minimum provisions:

Aims/objectives of the Association.

The appointment, powers, duties, tenure of office and replacement of the trustees.

The use and custody of the common seal.

Matters relating to meetings- types of meetings and rules of proceedings.

The number of members of the governing body, their powers and the procedure for their appointment and removal.

Where subscriptions and other contributions are to be collected, the procedure for disbursement of the funds of the Association, the keeping of accounts and the auditing of such accounts.

Procedure for amendment of the constitution which must be:

i. At a general meeting of the Association;

ii. By at least a simple majority votes of members present & voting, and Subject to the Approval of the CAC.

Rules regarding the use/management of the income and property of the Association.

Trustees declaration form which is required to be Signed by each trustee and Sworn in court or before a notary public.

• Submission and Filing. This is where the registration proper begins. Your lawyer will file all the relevant documents with the Corporate Affairs Commission for the incorporation of the organisation.
• Collection of the Organisation’s Certificate of Incorporation. The Certificate of Incorporation of the organisation will be issued by the Corporate Affairs Commission to you through your CAC Accredited Solicitor after due documentations and filings.
• Open a Bank Account in the Organisation’s Selected Name.This is very important because opening a bank account in the Organisation’s name shows that your organisation is official and you are ready to begin to obtain financial support from the public and receive donations.

To open a nonprofit bank account, you will need the Certificate of Incorporation issued by the Corporate Affairs Commission.