Non-profit

An act to provide for the establishment of the non-governmental organisations regulatory commission for the supervision, coordination and monitoring of non-governmental organisations, civil society organisations etc in Nigeria and for related matters (HB585) is at the House of Representatives and has passed through the second reading. Bill was debated in plenary on July 14th 2016. The Bill has been referred to the Committee on CSOs and Development Partners for further legislative input. Read more here.

While this bill is still being debated, the Companies and Allied Matters Act, Cap C20, Laws of the Federal Republic of Nigeria 2004 popularly known as “CAMA”, is the primary legislation regulating the registration of corporate entities in Nigeria.

Under CAMA there are two ways to register a not-for-profit organisation:

1. as incorporated trustees, or
2. as a company limited by guarantee Incorporating trustees is far more popular and the procedure is laid out in Part C of CAMA.

Section 590(1) provides that: “where one or more trustees are appointed by any community of persons bound together by customs, religion, kinship or nationality or by any body or association of persons established for any religious, educational, literary, scientific, social, development, cultural, sporting or charitable purpose, he or they may if so authorized by the community, body or association…apply to the Commission in the manner hereafter provided for registration…as a corporate body.”

Registration by Corporate Affairs Commission in Abuja and online here means the trustees jointly become a body corporate with perpetual succession and power to sue and be sued. A body corporate is a legal entity with its own rights and responsibilities. The trustees individually have the right to hold, acquire and transfer any property and enter contract on behalf of the organisation in the same form and manner as an individual. The trustees can, if they so choose, appoint a council or governing body which can include them and give it such administrative and management functions as they deem fit. Trustees will be subject to the directions of the association or of such council or governing body.

Registration of Incorporated Trustees (full steps available here)

1. Availability
2. Procurement of application form which contains a memorandum for guidance of application
3. Publication of notices in three (3) national dailies, one being a local newspaper widely circulated in the area where the organization is based
   • The notice of application published in the newspapers shall state the name and principal objects of the association the full names of the proposed trustees and invite objections to the named objects or persons stated as trustees of the association within 28 days of the publication.
4. Submission of the duly completed application form in triplicate which should be accompanied by the following
   • A formal letter of application
   • The original newspaper publications
   • 2 copies of Applicant’s constitution
   • Minutes of the meeting whereat the trustees were appointed, having the list of members present and absent and showing the voting pattern, signed by Chairman and Secretary of the Board
   • Minutes of the meeting where the special clause rules was adopted into the constitution of the organization; signed by Secretary and Chairman
   • Trustees (Applicants) have to attach 2 passport sized photographs of themselves
   • Trustees have to sign against their names on the application form (encl d) and furnish permanent residential addresses
   • The impression of the common seal should be affixed on page 11 of the form and
   • Payment of NGN37,000.00k (Incorporation of Trustees 30,000, Certify True Copy of Constitution 5,000 and Certify True Copy of Incorporation Form)
   • Two copies of the application form
   • Application form duly signed by Secretary and Chairman of the Board NOTE: Trustees can register Church,Club,Mosque and NGO without engaging the services of a Legal practitioner,Chartered Accountant and Chartered secretary.

     Registration of Limited by Guarantee (full steps available here)

5. Check for Name Availability click here
6. Reserve a Name click here
7. Fill CAC1.1 Form Online using Company Registration Portal
8. Pay appropriate Stamp duty fee to Federal Board of Inland Revenue Service
9. Pay filing fee to Corporate Affairs Commission
10. Scan and save as PDF format the duly completed Form CAC1.1 together with Memorandum and Articles of Association (MEMART), recognized form of identification for Director(s)/Subscriber(s) and Secretary. Upload the scanned documents for processing. click here
11. The Commission is obliged to obtain approval of the Attorney General of the Federation before registration of the Company Limited by Guarantee. Follow this CAC Incorporation Checklist to ensure all steps have been completed.

For Profit:

Any company conducting business in Nigeria is required to register with the Corporate Affairs Commission (CAC). The process of registering a corporate entity has to be completed by a solicitor who has the approval to deal with the CAC.

There are two types of business entities in Nigeria:

1. Wholly foreign owned entities
   • Foreign entrepreneurs interested in doing business in Nigeria can wholly own a limited liability company (LLC) with a minimum of 2 shareholders and 2 directors of any nationality. The minimum share capital is US$1 and the entire setup process can be completed within 6 weeks;
   • Foreign corporations are unable to create a wholly foreign owned presence in the country by setting up a Nigeria branch office or Nigeria representative office. Nigeria’s companies law requires all foreign businesses desiring to do business in Nigeria to establish a company. None of these entities require Nigerian nationals to be involved as shareholders or resident directors;
   • Free zone companies allow international entrepreneurs to import and export goods from the country with tax advantages on VAT and customs duties
2. Private limited company
   • An LLC, referred to as the “Private limited company” in Nigeria, is the most common entity used for Nigeria company setup. As always, the company is a separate legal entity or person. In particular, a company is separate from its owners, shareholders, and the persons who run it, the directors.

The steps to processing the company registration are:

1. Check for availability of proposed company name click here. Read more about name reservation and Reserve a new Name click here

2. Complete pre-registration form – CAC1.1 Online using Company Registration Portal

3. Pay filing and Stamp duty fees Check the Fees for our Services here Steps 1-3 can be completed on COMPANY REGISTRATION PORTAL (CRP)
4. Prepare the signed scan copy of your pre-registration documents for upload as follows:
   • Form CAC1.1
   • Memorandum and Article of Association (MEMART)
   • Recognized form of identification for Director(s)/Subscriber(s) and Secretary
   • Evidence of payment to CAC
5. Upload the scanned documents for processing. click here
6. Submit the original copies of the documents uploaded at step 6 (Form CAC1.1, MEMART, etc) to the CAC office you had selected in exchange for your certificate and the Certified True copies of the documents.

Foreign companies may also set up a Representative Office in Nigeria. However, a Representative Office (which must also be registered with the CAC) may only serve as a promotional and/or liaison office. It cannot engage in business, conclude contracts or open or negotiate any Letters of Credit. The local operational expenses of the Representational Office must flow from the foreign company. Follow this CAC Incorporation Checklist to ensure all steps have been completed.

SOURCES

Non Profit

• CAC Incorporation Checklist
• Legal Framework for the Establishment of Not-For-Profit Organizations
• Companies and Allied Matters Act, Cap C20, Laws of the Federal Republic of Nigeria 2004
• Corporate Affairs Commission
• Statutory Requirements for Setting Up A Non-Profit Foundation in Nigeria
• Registration of Incorporated Trustees under Nigerian Company Law

For Profit

• Corporate Affairs Commission: Register a Company
• How do I set up a company in Nigeria?
• Business Entities in Nigeria
• CAC Incorporation Checklist
• How to Establish a Foreign Company in Nigeria