A foundation is a Non-Governmental Organization (NGO), it is a charitable organization or body or association of persons that can be registered as "Incorporated Trustees" under Part F, Section 823 of the Companies and Allied Matters Act, 2020. The purpose of such charitable foundations maybe for the advancement of any religious, educational, literary, scientific, social/cultural development, sporting and charitable Purposes. Foundations and NGOs are regarded as corporate bodies under CAMA hence the need for registration.
The following are steps to register a foundation in Nigeria.
- Registrar General Consent & Name Availability Search - The first step is to apply for the Consent of the Registrar General of the Corporate Affairs Commission (CAC) to register an Incorporated Trustees. Thereafter, you are required to search for the CAC registry to check if the proposed name is available for reservation. Only a name that is not identical to an existing registered organization in Nigeria can be reserved for you.
- Publication of Notices. - You are required to publish in three (3) national dailies, one being a local newspaper widely circulated in the area where you intend to register your foundation, a notice of intention to register the foundation, setting out the name of the foundation, the names of trustees, aims and objectives and an invitation to the public for objections within 28days.
- Documentation and Submission of all incorporation documents - You are required to put together all registration documents and the application forms and submit the same with the Corporate Affairs Commission for registration. These documents include:
- 2 copies of duly completed application forms signed by the chairman and secretary.
- letter of application.
- The original newspaper publications.
- 2 copies of the NGO constitution.
- Extracts of minutes of meetings where the special clause rule was adopted into the constitution, and where the trustees were appointed, having the list of members present and absent and showing the voting pattern signed by the Secretary and chairman.
- 2 passport-sized photographs of the Trustees.
- Trust declaration form deposed to by the trustees in the High Court of Nigeria.
- The impression of the common seal of the foundation.
- Evidence of property acquisition or undertaking in place of that.
- Evidence of payment of the prescribed fees.
- Registration & Collection of the NGO Certificate of Incorporation - The Certificate of Incorporation will be issued by the CAC if the Commission is satisfied that you have fulfilled all the registration requirements and subsequently register it.
Due to the complexity of registering a foundation, it is advisable to consult a lawyer who has been duly accredited by the Corporate Affairs Commission in the registration process.
Laws Governing Non-Governmental Organizations in Nigeria
Non-Governmental Organizations (NGOs) are organizations independent of government involvement, they are generally nonprofit organizations that are set up for the advancement of a particular cause or purpose.
Companies and Allied Matters Act, 2020
The primary law governing NGOs is the Companies and Allied Matters Act, 2020 and other Regulations. This is done generally in Part F of the Act. We will discuss briefly some notable provisions of the Act regulating the charitable foundations.
The Act specifically provides in Section 839 that the commission may by order, suspend the trustees of an association and appoint an interim manager or managers to manage the affairs of an association where it reasonably believes that there has been any misconduct or mismanagement of the association, or where the affairs of the association are being run fraudulently or where it is necessary or desirable for the public interest. It also provides that the trustees can also be suspended by an order of the court upon a petition by the commission or one-fifth of the members of the association.
By virtue of section 842 (2) of the Act, the commission is empowered to direct transfer of credits in dormant accounts of NGOs after been informed by the bank of such dormant accounts of NGOs in its custody and if after 15 days there is no 'satisfactory' response from the association of evidence of its activities. The commission may dissolve an association and direct a bank to transfer monies from the association's dormant account to another account.
Section 845 provides that the trustees shall submit to CAC a bi-annual statement of affairs of the association.
While according to section 846 of the Act, NGOs are required to keep and maintain accounting records and statements, which must also be submitted alongside with Annual Returns required to be submitted according to section 848 not later than 30th of December excluding the year of incorporation.
Section 849 and 850 of CAMA 2020 provides for merger and dissolution NGO, it provides that two or more associations with similar aims and objectives may merge under terms as may be prescribed by the Commission through regulations.
Finally, it is noteworthy to state that it is only a person resident in Nigeria that can form an NGO and a minimum of three persons are required to set up an NGO in Nigeria. Furthermore, the process for registration of a local NGO is slightly different from that of International Non-Governmental Organization (INGO). For INGO to be registered in Nigeria, such must firstly be approved and registered with the Bilateral Economic Cooperation Division of the Ministry of Budget and National Planning
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.