What Are Incorporated Trustees?
Incorporated Trustees are a legal structure used primarily for non-profit organizations in Nigeria, such as religious organizations, NGOs, charities, professional associations, cultural groups, and community-based organizations. They are registered under Part F of the Companies and Allied Matters Act (CAMA) 2020 and regulated by the Corporate Affairs Commission (CAC).
Categories of Incorporated Trustees
In Nigeria, the Corporate Affairs Commission (CAC) recognizes several broad categories of Incorporated Trustees (IT) based on their purpose and activities. These categories help define the legal and operational framework within which non-profit organizations function. Below are the major categories of Incorporated Trustees:
-
Faith-Based Organizations (FBOs)
These are religious organizations formed to promote faith, spirituality, and religious teachings. They include:
Churches
Mosques
Religious ministries
Interfaith organizations
Missionary societies
Purpose:
Religious propagation
Humanitarian and community service
Spiritual counseling and outreach programs
-
Cultural-Based Organizations
These organizations are formed to promote, preserve, and protect cultural heritage, traditions, and indigenous values. They include:
Traditional institutions
Cultural associations (e.g., Yoruba, Igbo, Hausa cultural groups)
Ethnic-based organizations
Purpose:
Promotion of indigenous culture
Cultural festivals and heritage preservation
Advocacy for traditional institutions and values
-
Social-Based Organizations
These organizations focus on social welfare, human rights, and community development. They include:
Civil society organizations (CSOs)
Advocacy groups
Professional associations
Community-based organizations
Purpose:
Promotion of social justice
Advocacy for policy reforms
Capacity-building and community development programs
-
Foundation-Based Organizations
These are non-profit organizations that provide grants, scholarships, and financial aid to support various causes. Examples include:
Charitable foundations (e.g., Dangote Foundation)
Educational support foundations
Healthcare foundations
Purpose:
Funding social initiatives
Supporting underprivileged individuals and communities
Advancing education, healthcare, and economic empowerment
-
Humanitarian and Philanthropic Organizations
These organizations provide relief, aid, and emergency response to vulnerable populations. Examples include:
Orphanage homes
Disaster relief organizations
NGOs focused on poverty alleviation
Purpose:
Provision of food, shelter, and medical aid
Support for displaced persons and refugees
Emergency response and disaster relief
-
Professional and Trade Associations
These organizations are formed by professionals within specific industries to regulate, promote, and protect their interests. Examples include:
Nigerian Bar Association (NBA)
Nigerian Medical Association (NMA)
Association of Chartered Accountants
Purpose:
Regulation of professional conduct
Advocacy for industry policies
Training and development of members
-
Educational and Research-Based Organizations
These organizations are set up to promote education, research, and academic excellence. Examples include:
Alumni associations
Research institutions
Scholarship programs
Purpose:
Advancement of academic research
Provision of educational support and scholarships
Training and mentorship programs
-
Health and Medical-Based Organizations
These organizations focus on healthcare services, medical research, and public health advocacy. Examples include:
Cancer awareness foundations
HIV/AIDS advocacy groups
Medical missions and outreach programs
Purpose:
Promotion of healthcare access
Medical research and awareness campaigns
Free health services and medical aid
The CAC categorizes Incorporated Trustees based on their core mission and impact areas. Registering under the appropriate category ensures compliance with CAC regulations and helps organizations focus on their objectives effectively.
Features of Incorporated Trustees
Incorporated Trustees are a legal structure used primarily for non-profit organizations, religious groups, associations, NGOs, and foundations in Nigeria. Here are the key features of an Incorporated Trustee and their explanations:
- Legal Personality
An Incorporated Trustee is recognized as a separate legal entity distinct from its members. This means the organization can own property, enter contracts, sue, and be sued in its name.
- Perpetual Succession
Unlike other business structures, an Incorporated Trustee continues to exist even if its founders or members leave, resign, or pass away. This ensures the continuity of the organization’s mission and objectives.
- Non-Profit Nature
An Incorporated Trustee is typically a non-profit organization. Any income generated must be used for the organization’s objectives and not distributed as profits to members.
- Governing Board (Trustees)
The organization is managed by appointed trustees who oversee its affairs. These trustees are legally responsible for ensuring that the entity operates in line with its objectives and complies with the law.
- Registration with the Corporate Affairs Commission (CAC)
To be recognized as an Incorporated Trustee in Nigeria, the organization must be registered with the Corporate Affairs Commission (CAC). This process involves submitting documents such as a constitution, minutes of meetings, and trustee details.
- Defined Objectives
Every Incorporated Trustee must have clear objectives outlined in its constitution. These objectives usually focus on social, religious, educational, charitable, or cultural purposes.
- No Ownership by Individuals
Unlike private companies, no individual or group of individuals owns an Incorporated Trustee. The organization operates independently of its founders, and assets are held for the public benefit.
- Compliance and Reporting Obligations
An Incorporated Trustee must file annual returns with CAC, maintain proper records, and operate transparently to ensure accountability.
- Asset Protection
Since the organization is a legal entity, its assets are protected and cannot be claimed by individual members. In case of dissolution, assets must be transferred to another organization with similar objectives.
- Tax Exemptions
Registered Incorporated Trustees may qualify for tax exemptions under Nigerian tax laws, as they are not-for-profit entities.
How to Register Incorporated Trustees with CAC in Nigeria
Incorporated Trustees registration is required for NGOs, religious organizations, charities, and other non-profit bodies in Nigeria. The Corporate Affairs Commission (CAC) oversees the process under Part F of the Companies and Allied Matters Act (CAMA) 2020. Below is a step-by-step guide on how to register an Incorporated Trustee with CAC.
Step 1: Choose a Name for the Organization
Select three proposed names for the Incorporated Trustee.
Conduct a name availability search on the CAC portal (www.cac.gov.ng) to ensure the name is unique.
If available, CAC will approve one of the names.
Step 2: Appoint Trustees
Trustees are individuals responsible for managing the organization.
There should be at least two trustees, and they must be of good character with no criminal record or bankruptcy history.
Step 3: Draft the Constitution
The organization’s constitution must include:
The organization’s name, objectives, and mission statement
Membership rules and decision-making processes
The powers, duties, and tenure of trustees
How funds will be managed
Step 4: Publish a Public Notice
After name approval, CAC requires a public notice (advertisement) in two national newspapers.
The notice should state the organization’s name, objectives, trustees’ names, and an invitation for objections (if any) within 28 days.
Step 5: Fill and Submit CAC Registration Forms
Submit the following documents on the CAC portal:
- Application form (CAC/IT 1)
- Constitution of the organization
- Trustees’ details (passport photographs, ID cards, signatures)
- Minutes of Meeting (showing the resolution to register the trustees)
- Newspaper publications (as proof of public notice)
Step 6: Pay the CAC Registration Fee
The registration fee varies based on CAC guidelines.
Payment is made online via the CAC portal.
Step 7: CAC Review and Approval
CAC will review the documents and approve the registration if all requirements are met.
If there are issues, corrections may be requested.
Step 8: Certificate of Incorporation Issuance
Once approved, CAC issues a Certificate of Incorporation, confirming the organization’s legal status.
Why Incorporated Trustees Mus be Registered with CAC
Incorporated Trustees must be registered with the Corporate Affairs Commission (CAC) in Nigeria to ensure legal recognition, compliance, and operational effectiveness. Here are the key reasons why registration is mandatory:
- Legal Recognition and Protection
Registration grants the organization a legal status, making it a separate entity from its founders or members. This allows it to own property, enter contracts, sue, and be sued in its own name. Without CAC registration, the organization lacks formal legal standing.
- Perpetual Succession
Once registered, the Incorporated Trustee enjoys perpetual succession, meaning it continues to exist even if the founders or trustees leave, retire, or pass away. This ensures continuity in achieving the organization’s mission.
- Compliance with Nigerian Law
The Companies and Allied Matters Act (CAMA) 2020 mandates that all non-profit organizations, religious bodies, NGOs, and similar associations be registered as Incorporated Trustees. Failure to comply may result in legal sanctions or inability to operate formally.
- Public Trust and Credibility
A registered Incorporated Trustee gains public confidence and trust. Donors, partners, and government agencies prefer dealing with legally recognized organizations, as this assures transparency and accountability.
- Ability to Open a Corporate Bank Account
To open a corporate bank account in Nigeria, banks require a CAC certificate and other registration documents. Without CAC registration, the organization cannot operate a corporate account, limiting its financial transactions.
- Tax Exemptions and Legal Benefits
Registered Incorporated Trustees may qualify for tax exemptions under Nigerian tax laws, as they are classified as non-profit entities. Registration also provides legal benefits, such as protection against personal liability for trustees.
- Asset Protection and Ownership
Only a registered Incorporated Trustee can hold and manage assets in its name. If the organization is not registered, its assets may be legally vulnerable or considered personal property of its members.
- Government Recognition and Access to Grants
Registered Incorporated Trustees are eligible for government recognition, funding, and grants from both local and international organizations. Many funding bodies require proof of CAC registration before offering financial support.
- Ability to Legally Raise Funds
A registered Incorporated Trustee can legally raise funds, receive donations, and engage in fundraising activities. Unregistered organizations may face restrictions or legal action if they solicit funds without proper registration.
- Dispute Resolution and Legal Protection
Registration provides a framework for handling disputes among members or external parties. If legal issues arise, the registered entity has a legal identity separate from its members, reducing personal liability for trustees.
Conclusion
Registering an Incorporated Trustee with CAC is not just a legal requirement but also a strategic advantage. It ensures compliance with Nigerian laws, enhances credibility, protects assets, and opens doors for funding and growth.
Would you like assistance with the registration process or a detailed guide on the requirements?
Adebayo Oluwole is a seasoned chartered accountant and a member of Chartered Institute of Taxation of Nigeria with over twenty years of experience. His expertise cuts across accounting, auditing and taxation. He has helped hundreds of individuals translate their dreams into reality by offering them pre and post registration services. His focus is to help SMEs grow in the marketplace.