NO Man Is An Island says a cliché; no wonder man will always need man to survive perfectly. Man is a rational being that needs the calculated aid of his fellow beings to perfect his environment and achieve desirable varying goals. Consequently, man and his brothers, sisters, relatives, friends, associates, colleagues, mates, well-wishers and neighbours often do come together to form and cement a common platform and frontier to protect and project their own interest and belief and that of their community at large. Such formations often give rise to several cultural associations, religious bodies, clubs, social association, educational bodies, sporting association and charitable bodies (NGOs). Unlike in the past days of military regime, today the 1999 Constitution of the Federal Republic of Nigeria provides safeguards and promotes our inalienable right to associate, in Nigeria.
Consequently, willing persons can form any of the above-mentioned groups and run them without registering them for as long as they wish. One might coaxingly ask; “why should I register since registration is not compulsory?” Well, it might interest you to know that, an unregistered group is like an uneducated, repulsively ignorant man, who tries to keep up with the joneses, in the midst of the startling and thrilling magic of the 21st Century advancement; he can’t tell right from left. Better still, a second-class citizen with limited rights and privileges. It will do you better to register your group, association or organisation. Know you that the registration am talking of is not that done under Welfare or Ministry of Women Affairs and Social Welfare but a registration done in line with the provisions of Companies And Allied Matters’ Act 2004, Cap C20, LFN 2007 under the Corporate Affairs Commission (CAC), located at plot 420, Tigris Crescent, off Aguiyi Ironsi Street, Maitama, Abuja, with branches in the 36 states of the federation.
Requirements for registration
To register an organisation, the help of a good lawyer that is accredited by the CAC is immensely needed! A lawyer without an accreditation number in the CAC cannot do this, rather he will sublet your work to a more qualified lawyer; of course you know the effect. Generally, the Companies And Allied Matters Act 1990, CAP C20 L.F.N 2007 (popularly known as CAMA) overseas, governs and regulates the registration of clubs, churches, organisations and associations, among others. The above stated Act, has three parts but the most relevant to this discuss is its Part C; “Incorporated Trustee”. Note that such organisations can still be registered as company limited by guaranty under the Part A; to be able to do some limited business even as an NGO, church or club, among others.
The law requires at least one person and as many as the organisation wants to be appointed for trusteeship (i.e., persons in whose names the registration shall be done). Such a person or persons to be appointed ought not to have been convicted on grounds of fraud or dishonesty within the past five years or be infants or be of unsound mind or bankrupt. The proof of their appointment must be documented; it should be in the minutes of the meeting of the day, they were appointed. Such minutes should reflect in details the total attendance of members and the voting.
Not much is required for the registration under Part C; Incorporated Trustee. This will be shown to you via a step-by-step guide, as the entire process demystified. This will guide both the about to be formed organisations, churches, among others, and even the already existing ones who are to be registered.
The management of a willing organisation to register must go to the CAC to search for an available name and seek to have same reserved for them. This is to verify from CAC if their name or proposed name has already been chosen, reserved and used by any organisation. The CAC will not allow two organisations to bear same or very similar names that might mislead the public. An earlier registered organisation can sue a later registered organisation for passing-off (using of their name or a name similar to theirs as would mislead the public and the cause the former loss). Example of names that might conflict are: Niger chemist and Nigerian chemist, Catholic Communications Ltd and Catholic Communication Link Ltd, Lex10 Nigeria Ltd and Lex10 Mega Nigerian Ltd, Panasonic Inc. and Pansonic Inc. In all, the law will not allow similar names exist and when CAC mistakenly allows such names, the first owner can sue and the later cannot raise its CAC approval as a defence. Where the name is offensive and immoral, the registrar of business names would reject it.
On paying of the sum of N200, the form “CAC 1” will be issued to the organisation. The form would request for two names, that the organisation wish to search and reserve. The search is made on the Internet through the CAC official websites; www.cacnigeria.com, and if the name is free, it will be reserved for you for 90 days. If not available, the organisation has to formulate other names for subsequent searches. A result notification slip will bear the approved name and the duration of 90 days for which it is been reserved.
When the name of the organisation is reserved, the next thing to do is to procure and complete an application form called; “IT Form 1” in triplicate from the CAC. It is advisable to get a lawyer at Abuja at this stage, to help you facilitate the whole process, faster. This is because no state branch of the CAC can complete your incorporated trustee registration, rather they will send it to their CAC headquarters, Abuja. The lawyers in Abakaliki will need to come up or courier the documents to Abuja to fast-track the process; so why waste your limited time? The incorporations of trustees of organisation are done only in Abuja. Note that it is only the registration of business name that can start and end at the various states branches of CAC.
In this stage, the law requires that notice should be given to the whole public about the intended incorporation. Consequently, publication of notice will be made in three daily newspapers; two national dailies and one local newspaper widely circulating in the area where the association is based. Incorporation of the trustees must be made within 28 days of publication notice. The notice must clearly state the following:
• the name of the association;
• the names of trustees, and;
• a call for objections to the registration of the association.
With the notice to the whole world, organisations with conflicting name or interest can make known their grievances. Please, do retain and preserve the complimentary copies of the newspapers publication, as they will be submitted as proof of publication.
Upon the publication of the public notice, the duly completed application form can then be submitted. Two passport photographs of each of the trustees must be affixed to the application form. The completed form must contain:
• The name of the proposed corporate body or organisation which must contain before it the words; “Incorporated Trustees of .....” the aims and objectives of the association, which must be in accordance with the Act;
• The names, address and occupations of the secretary of the association, if any;
• The names, address and occupation of all the trustees; with each of the trustees signing against his/her name.
The common seal of the organisation or association must be impressed at the appropriate column of the application form or just a drawing of the proposed common seal.
Upon submitting the application form to CAC, the following must accompany it:
• the earlier obtained, name availability search report
• formal letter of application signed by the chairman, secretary of the organisation or their lawyer.
Sworn affidavit by each trustee in the • “IT declaration form”, stating on oath that they are not disqualified from acting as trustees with one passport photograph of each of the trustees.
• Receipt from the court where the above mentioned IT declaration form was sworn to.
• The evidence of land ownership of the association or an undertaking in lieu of such. Note that, the law expects all registered organisations to own land or undertake to own same within one year of existence;
• The letter of authorisation, empowering the lawyer to effect such registration for the organisation;
• The receipt of payment of filing fees in the CAC;
• The original newspapers where the public notice was published;
• Minutes of the meeting where all the trustees were appointed. The minutes must be on the letter-headed paper of the organisation, which must show the following; the members present, members absent, voting pattern and signed by chairman and secretary of the organisation;
Minutes of the meeting whereat the special clause of the organisation was adopted in to the constitution of the organisation; showing the list of members in attendance and duly signed by secretary and chairman.
Two copies of applicant’s constitution, which must among other things, compulsorily contain the following provisions: the name or title of the association, which should not conflict with that of a company, business name or trade-mark registered in Nigeria.
The aims and objects of the association and make provisions, in respect of the following:
appointment, powers, duties, tenure of office and replacement of the trustees,
the use and custody of common seal, the meetings of the association, the number of members of the governing body, if any, the procedure for their appointment and removal and their powers, and where subscriptions and other contributions are to be collected, the procedure for the keeping of accounts and the auditing of such accounts, special clause.
Upon the submission and filing of the above listed documents appropriately, the CAC may then assent to the application or withhold its assents. Where it assents, it shall register the trustees, create a file for them and issue a certificate of incorporation to the organisation, association, church, society or club; whoever is the applicant. Then the next step would be the popping of champagne by the organisation to mark their success!
The benefits of registration
Registration under the CAC is final and prevails above all other registrations whatsoever done in the local government authorities, chambers of commerce, Ministry of Women Affairs, co-operative or other agencies. It is recognised across Nigeria and the overseas with endless benefits. Registration is the incorporation of a trustee or trustees (trustee is a person or persons appointed by their organisation to apply to CAC for the registration of their organisation) of an association or organisation in to a corporate body. By a body corporate, they are seen in law as artificial human beings (juristic beings), that can sue and be sued. They have a common seal, with power to purchase, hold and dispose of land even as they enjoy perpetual succession. Hence, they are called Incorporated trustees of.......... (Then, add the name of the church or the club, or the association or the organisation). By this, the incorporated association or organisation is seen in law as a different legal entity from its trustees, executives, directors and management. The liability of genuine and non-fraudulent acts of the management of such organisation cannot be set upon the management, trustees and directors of the organisation or association rather on the organisation itself. That means that the liability (debt) of the organisation stops with the organisation and does not creep in to the personal property and assets of the owners and persons in the board of incorporated trustees of the organisation. In a common parlance, this protects the management of the organisation, just as the management of a registered company is protected. So, you cannot sue a trustee or owners of such organisation personally, for recovery of debt and other legal action. The trustee(s) of an organisation holds the organisation in trust for the whole members.
As earlier stated, registration accords organisation with the powers to buy, hold and sell land in Nigeria. Consequently, an organisation, church or association that is not registered has no right to buy, own, hold, retain, or sell land in Nigeria; doing so is illegal. An unregistered organisation is not seen as a person (juristic being) in law, so it cannot do things; like owning lands and, which can only be done by humans and other incorporated companies. That is the reason; most of the unregistered organisations buy and sell land in the name of the owners of the organisation or church and not of the unregistered organisation. This practice does not showcase and preserve transparency since some persons in the organisation often enrich their leaking pockets with the wealth of the unsuspecting members, since their organisation has no legal bones! Be wise not to enrich the selfish and personal investments of a man under the camouflage of “organisation”, “association”, “fellowship” or “church”; seek for registration and protect the future within the comforting ambit of our laws.
• Umah practises law at the Federal Capital Territory, Abuja.