Procedure for NGO registration with CAC

A Non – Governmental Organization (NGO) simply put means an organization that has no affiliation to the government and which exists to help those in need or provide educational, scientific, religious, and artistic assistance to members of the public. Under Nigerian law, all charitable foundations are also classified as NGOs.

NGOs are not registered with the Corporate Affairs Commission (CAC) for the purpose of making profits but rather to better the lives of people and meet the specific needs of society. NGOs may be funded by United Nations agencies, corporations, or any individual donors, and the donations are used to support the costs and humanitarian activities of the organization.

Going by the provisions of the Companies and Allied Matters Act 1990 (CAMA), an NGO 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 foundation to be registered as an Incorporated Trustee under Part C of the CAMA

Procedure for NGO registration with CAC OR CHARITABLE FOUNDATION AS AN INCORPORATED TRUSTEE

The procedure for registering a charitable foundation in Nigeria is complex but surmountable. The requirements for registering an NGO or foundation with the Corporate Affairs Commission (CAC) under PART C of CAMA can be summarized as follows:

• STEP ONE

Conduct availability check and reservation of the name of the proposed NGO or Charitable organization. (Note: The proposed name of the organization can only be reserved for 60 days before it reverts back for use by another person).

• STEP TWO

Obtaining a set of incorporation forms from the CAC by the applicant, which shall include a Memorandum for the guidance of the application.

• STEP THREE

Publications of notices of the registration of the proposed NGO or charitable foundation in 3 national newspapers in Nigeria, one of which must be a local paper, which is usually circulated in the area where the NGO will be located.

• STEP FOUR

Submission of the duly completed application form to the CAC. Such application must be accompanied by the following documents or requirements:

• A Formal letter of application
• Two copies of Applicant’s constitution
• Two copies of the application form signed by the Chairman and Secretary of the body or association
• Extract of the Minutes of the general meeting appointing the trustees, listing all members present and the voting pattern.
• 2 Passport photographs of the Trustees
• Residential Addresses and Signatures of the Trustees on the Application form.
• Trust declaration form duly deposed to by each trustee in the High Court of Nigeria
• Evidence of property acquisition for the organization or undertaking in lieu of the property acquisition.
• The impression of the common seal of the association on the Application form.
• Extract of the Minutes of the meeting where the special clause rule was adopted into the constitution of the organization; signed by the Secretary and Chairman.
• Original Newspaper publication
• Bank draft for the prescribed fee.

REGISTRATION OF A CHARITABLE FOUNDATION BY A COMPANY

By virtue of provisions CAMA, a company incorporated in Nigeria shall not make a donation to a political association or for a political purpose. However, a company is not restricted from making a donation to a charitable foundation. It, therefore, follows that a company, being a separate legal personality, can also form an NGO and make donations to it for only charitable purposes. Where a company has registered an NGO or charitable foundation, such a company may include a clause in the constitution of the organization, which would empower the company only to appoint the trustees of the organization.

REGISTRATION OF A CHARITABLE FOUNDATION BY A FOREIGN PERSON OR ENTITY

Unlike a company registration, a foreign person or entity seeking to register a charitable foundation in Nigeria may need to satisfy some vital conditions or requirements to register such an organization in Nigeria. The chief among the conditions is that every person registering a charitable organization in Nigeria must be resident in the country. Therefore, a foreign individual seeking to register an NGO or charitable foundation in Nigeria must first obtain the Combined Expatriate Residence Permit and Aliens Card (CERPAC) before commencing the registration of an NGO. The CERPAC is the resident permit every foreign individual must possess for being resident in Nigeria. A foreign company registering an NGO in Nigeria may nominate local trustees for such purpose. The company may also reserve the power to appoint additional trustees in future in the constitution of the organization in other to be able to effectively monitor and control the activities of such organization.

In conclusion, it is worthy of note that due to the charitable purpose of NGO or foundation, some incentives are statutorily accrued to such organization.

First, tax incentives are granted to NGOs in form of exemption from most forms of taxes i.e. no tax may be levied on any money paid to an NGO such as donations, aids and grants. NGOs are also exempt from payment of import duty on certain goods meant for charitable or humanitarian purposes as approved by the Minister of Finance.

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