Features and Registration of Incorporated Trustees by the Corporate Affairs Commission

Incorporated Trustees are non-business and non-profit making organisation formed to facilitate acquisition of corporate personality by a community of persons bound together by custom, religion, nationality or any association of person established for religious, educational, literary, scientific, social developments, sporting or charitable purpose: section 590 of CAMA. It is an organisation registrable under Part C of CAMA. It can however, operate without registration but cannot take advantage of corporate identity of the trustees.

Features of Incorporated Trustees

·        Only one person can register as an incorporated trustee. This is clear from the language of section 590(1) of CAMA as follows: “where one or more persons are appointed by….”

·        The trustees are the only persons who obtain legal personality and not all the members

·        The name starts with the words “Incorporated Trustees of….”

·        It does not do business and does not distribute profits

·        It receives income as grants, levies, etc

·        The income must be applied solely towards the promotion of its objects

·        The income not distributable but (out of pockets) expenses can be paid to members; especially for a member going to promote the organisation

·        Registration requires evidence of ownership of landed property or undertaking in lieu

·        It may be dissolved by the Federal High Court upon Petition by the Governing Council; or one or more members of the body of trustee; or not less than 50% of total members of the association; or the CAC.

Again, Incorporated Trustees are usually Clubs, Associations of persons related by custom, tribe etc., Churches, Mosques and Non-Governmental Organisations (NGOs). All these are incorporated under Part C of the CAMA. See section 590 of CAMA. The name of an incorporated trustee must begin with ‘’The Incorporated Trustees of…………….’’. See section 591(a) of CAMA. It has legal personality upon incorporation, which is vested only on the incorporated trustees and not on all the members. See section 596 of CAMA. The minimum number of trustees/members is one (1); but in practice two (2) are needed. See section 590 of CAMA.

Documentary Requirements for the Registration/Incorporation of Incorporated Trustee: section 591 of CAMA.

The following documents and materials are to be submitted to CAC for incorporation of an incorporated trustee. Take note that there are 14 of them.

i)            Written Application for Registration of the Incorporated Trustee signed by the Chairman and Secretary.   

ii)          CAC/IT FORM 1:       Application form completed in triplicate with the full names, residence, occupation and signature of the trustees of the applicant organization.

iii)    FORM CAC 1: (Incorporated Trustees) Availability Check and Reservation of Name with the name of the proposed organization stated as “Incorporated trustees of … .”

iv)     FORM CAC 3, Notice of Situation Address of the Registered Organization.

v)          Constitution of the applicant organization clearly stating its aims and objectives; duly signed and dated (2 copies).

vi)    Impression or drawing of the Common Seal of the body to be incorporated.

vii)   Copy of the Resolution adopting the ‘Special Clause’ into the constitution. Note that a ‘special clause’ is an undertaking that upon winding up, the assets of the company will not be distributed to the members but to a similar association with similar aims and objectives.

viii)  Evidence of ownership of land or an undertaking in lieu to own a land within 2 years of incorporation or registration.

ix)    Cuts of the original newspapers advertisement in 3 national dailies, one being local newspaper widely circulating in the area where the association is based, clearly stating and calling for objections to the registration of the association within 28 days.

x)          2 passport photographs each, of the Trustees attached to the trustees declaration form sworn to at the High Court with the receipts attached.

xi)    Copy of the extract of the Minutes of Meeting where the trustees were appointed, having the list of the members present and absent and showing the voting pattern, signed by the Chairman and Secretary of the Association, in the letter-headed paper of the Association.

xii)   Trustees declaration form duly sworn at the High Court confirming that the trustees were not disqualified from acting as trustee pursuant to sections 591 – 592 of CAMA. This requirement replaces the earlier cumbersome process of obtaining State Security Service (SSS) report on each trustee.

xiii) Letter authorizing the person (solicitor) handling the registration process to act for the applicant organization. Thus, although CAC’s accreditation is not required from the person/solicitor who is engaged to register incorporated trustee; there must be evidence of approval by the organization for the person to act on their behalf.

xiv)  Any other document of proficiency, especially for professional organization and non government organization (NGO).

xv)   Original receipt of prescribed registration fees.

Similarly, by section 65(1) of the Companies Regulations 2012, requirements for Incorporation of Trustees shall include the following;

·                   Form of approval of name and duly completed set of incorporation forms.

·                   Formal application for registration signed by the Chairman and Secretary or the solicitor

·                   Extracts of minutes of general meeting appointing trustees and adopting special clause into the constitution signed by the Chairman and Secretary.

·                   Two printed copies of the constitution.

·                   Trustees declaration form duly deposed to by each trustee in the High Court.

·                   Impression of the common seal of the association on the application form.

·                   Notice of the situation of the address of the association or any changes therein.

·                   Payment of filing fee.

·                   Cuttings (or National Library Certified Copy) of publication page of 3 x 2 notice of application for registration in two daily newspapers, one of which must circulate in the locality of the association and the other a national newspaper.

It is instructive to note that, the extracts of minutes shall list members present and the voting pattern. 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 of the publication.

Again, thumb prints by an illiterate trustee or officer shall be accompanied by an illiterate Jurat. Also note that where a Magistrate, Legal Practitioner or Police Officer of the appropriate rank signs a business name registration application and one of the partners is a minor, the Magistrate, Legal Practitioner or Police Office shall state his full name, address and telephone number: section 55 of the Companies Regulation 2012.

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