How To Register an NGO/Incorporated Trustee Association in Nigeria

Under Nigerian law, there are different corporate structures for different activities, and one such corporate structure is the Incorporated Trustee Association or Company limited by Guarantee which has become even more prominent in light of the Central Bank of Nigeria directive on freezing Bank accounts belonging to unregistered Non-profit /Non-Governmental organizations .

This article will be dealing with the following topics of:-

– When registering Incorporated Trustees or LTD/GTE are necessary.

– The Registration requirements for Incorporated Trustees.

– The legal structure of Incorporated Trustees/ Companies limited by Guarantee.

What is the Regulatory Framework governing Incorporated Trustee Associations and Companies limited by Guarantee in Nigeria?

Incorporated Trustees are under the “Part F” Regulatory jurisdiction of the Corporate Affairs Commission CAC by virtue of the Companies and Allied Matters Act 2020.

When do i need to register an Incorporated Trustee organization or a Company limited by Guarantee?

Registering Incorporated Trustee Organizations or Companies limited by Guarantee is appropriate for the following cases :-

– For groups of people bound by a religious, familial, cultural or national affinity.

– For charitable, sporting, educational, literary, religious or social development purposes.

– When you want to register a Non-Governmental Organization(NGO), a Non-profit organization, a Cultural Association, a Town Union, a landlord/tenant/resident association,a Foundation, a Social club, or a school(this can also be registered as a company limited by shares).

What is the Legal Structure of NGOs/Incorporated Trustee Associations?

For all intents and purposes, Incorporated Trustees have a Legal personality with the following features:- 

– The capacity to own a common seal.

– Juristic personality (they can sue & be sued).

– Perpetual Succession by virtue of being bodies corporate i.e. they outlive their founders.

– They can own assets such as land titles in their names.

What is the difference between an Incorporated Trustee Association and a company limited by Guarantee (LTD/GTE)?

1. Companies limited by Guarantee are companies with no share capital but guarantors in the form of its owners/founders while Incorporated Trustee Association are Corporate structures nominally embodied in its management group known as Trustees.

2. Companies of this nature can be for profit or non-profit purposes (social enterprises) unlike Incorporated Trustee Associations that are strictly non-profit organizations.

3. Guarantors in LTD/GTE companies are liable financially up to the ceilings of their guarantee amounts .

4. A guarantee is a fixed monetary sum pledge backed(guaranteed) by a guarantor during the formation of a Limited by Guarantee company.

5. Companies limited by Guarantee are also under much stricter registration and operation regulations than Incorporated Trustee associations as they are subject to the Consent of the Attorney-General of the Federation to be registered.

What are the requirements for setting up an Incorporated Trustee association?

A registration application for an Incorporated Trustee organization apart from filling the Statutory will require the following :-

– the name & letterhead of the association;

– a constitution of the association;

– aims & objectives of the proposed  Incorporated Trustee association;

– address of the association;

– names of the proposed trustees of the association (at least 2 or more);

– the personal residential address of each of the trustees;

– occupations of each of the trustees;

– tenure of each of the trustees, the removal & filling of trustee vacancies;

– a list of the executive members of the association, including the president, auditors, secretary/treasurer etc.

– a copy of the required newspaper advertisement publications for the registration of the association;

– a copy of the minutes of meetings where the trustees were appointed;

– status of secretary (if he is also a trustee).

How long does it take to process an Incorporated Trustee Association registration application? 

It takes an average of 35 working days to complete and process an Incorporated Trustee Association registration application.

What are the costs associated with setting up an Incorporated Trustee Association/NGO?

This can cost at least 250,000-400,000 Naira (Legal and Advertisement costs included).

Conclusion :- It is hoped from the above write-up that a clear understanding of how Incorporated Trustees are set up has been achieved, although you might need to consult further with your solicitor regarding post-registration operation requirements for NGOs Incorporated Trustee Associations & Ltd/GTE Company registrations which are more extensive.