Complete Guide to Registration of Incorporated Trustees in Nigeria (CAC Requirements & Step-by-Step Process)

Who Needs Incorporated Trustees Registration?

Incorporated Trustees registration is designed for nonprofit and purpose-driven organizations that want legal recognition, structured governance, and the ability to operate formally in Nigeria under Nigeria’s laws. It is the preferred legal structure where there are no shareholders and profits are not distributed to members. Thus, where a group of people bound together by customs, religion, kinship, or to establish for religious or other purposes, they are required to register an Incorporated Trustees with the CAC in Nigeria prior to starting their operations. The following types of Entities require registration as Incorporated Trustees:

• Non-Governmental Organizations (NGOs): These are local and international nonprofit bodies operating in development, advocacy, relief, or social impact sectors. To serve the segment of the Society they are focusing on, they have to register under the law.

• Foundations: These are grant-making or operational foundations focused on education, poverty alleviation, youth empowerment, health, or community development. They too can registered as an IT to further their objectives.

• Faith-Based Organizations: These include churches, mosques, ministries, and religious missions across Nigeria.

• Clubs and Societies: These include social clubs, alumni associations, and membership organizations of people for specific social reasons.
• Charitable Organizations: These include relief groups and public benefit institutions

If the organization is mission-driven, nonprofit in nature, and to be governed by trustees, Incorporated Trustees registration is the correct CAC structure for them to register.

Legal Framework Governing Incorporated Trustees in Nigeria

Incorporated Trustees are governed by the Companies and Allied Matters Act (CAMA), which sets out the legal basis for their formation, governance structure, reporting duties, and operational limits. Registration, supervision, and record-keeping are handled by the Corporate Affairs Commission, the statutory regulator of corporate and nonprofit entities in Nigeria.

Under CAMA, Incorporated Trustees must operate strictly as nonprofit bodies. Their income and assets must be applied solely toward their stated aims and objectives, and cannot be distributed to members or trustees except as properly approved compensation for legitimate services rendered to the Association and not for personal or profit-oriented reasons. They are subject to ongoing compliance obligations, including proper accounting records, governance controls, and periodic regulatory filings with the CAC.

Who Can or Cannot Act as Trustees in an Incorporated Trustees

There are categories of individuals who are restricted/prohibited from acting as trustees in an Incorporated Trustees. They include the following categories of persons:

1. Infant. Under Nigerian law, an infant is a person who is under the age of eighteen years. Such a person cannot be appointed to the Board of Trustees of a non-governmental organization in Nigeria. Only legal adults can be appointed to act as trustees and not otherwise.
2. A Person of unsound mind. A person of unsound mind is a person who has been found to be of unsound by a Court of competent jurisdiction. In such a circumstance, such a person cannot hold the position of a Trustee in a non-profit in Nigeria.
3. An undischarged bankrupt; or
4. A person who’s has been convicted of an offence bordering on fraud or dishonesty within five (5) years directly preceding their proposed appointment as trustee.

Step-by-Step Registration Process with CAC

Name Selection Rules

The proposed name of an Incorporated Trustee must clearly reflect the purpose and character of the association. The names for an IT are not randomly approved; they are names that require consent of the Registrar-General and this consent is not given lightly for any chosen name. The CAC examines names closely and will reject any name that is vague, misleading, identical to an existing body, inconsistent with the stated objectives of the proposed IT, or does not reflect the objectives of the said proposed IT in the name.

To make better your chances of your chosen name being accepted upon submission for consent, such name should follow certain rules:

• The name should indicate the mission (e.g., Foundation, Initiative, Mission, Association, Trust, Forum)

• Purely generic names will be rejected

• Names suggesting profit-making intent are disallowed and will be rejected

• Names identical or confusingly similar to existing entities will be refused

• Names that are vague and does not reflect the core objective of the Association

For faith-based bodies/associations, chosen names should include words such as Church, Ministry, Mission, Islamic Centre, Fellowship, or Mosque or other identifier that showcases the affiliations.

Applicants are free to submit only one name for scrutiny and consent, but they are free to and should submit at least three name options in order of preference. So, if one name fails, then the CAC may approve either of the other optional two for registration.

Full Requirements for registration of Incorporated Trustees

1. Principal Activity of the Association. What type of activities will the Association carry out upon registration? It could be sports-based, foundation-based, Faith-based, among others. You are required to specify which precisely it is for your organization.
2. Specific activity of the Association. The applicants are required to describe in one paragraph or few sentences; could be foundation-based, faith-based, cultural-based so long as it captures the essence of the organization’s objectives.
3. Proposed Email address of the Incorporated Trustees—mandatory.
4. Phone number of the Incorporated Trustees —mandatory
5. Description of the activities of the Association [must not exceed one simple paragraph – in other words, simply summarize the aims of the Association in one paragraph]:
6. Physically verifiable address in Nigeria as address for the Incorporated Trustees —mandatory:
7. Trustees tenure [how long will each trustee serve on the Board of trustees]. The applicants are required to specify the tenure of trustees appointed to the Board of Trustees at the time of registration and this will be captured in their Constitution.
8. Custodian of the Common Seal of the Association. This could be the chairman or secretary of the organization
9. Description of the Governing Body; what it shall be known as (usually the “Board of Trustees”), their number and their responsibility to the organization.
10. Application of Funds of the Association. Here, the applicants are required to describe how the funds of the Association are to be applied as it relates to the Association’s objectives.
11. Objectives of the association set out in numbered paragraphs.
12. Personal details of the Chairman and Secretary of the Association
13. Accounting and record keeping obligations
14. Supporting documentation showing affiliations with international organizations (if any)

Trustee Appointment Requirements

An Incorporated Trustee is governed by trustees who hold and manage the organization’s property and objectives in trust for its beneficiaries. You are required to provide the details of the trustees, chairman, and secretary at the point of application for consent.

CAC trustee requirements include:

• Minimum of 2 trustees; only one person cannot act as a trustee

• Practical upper limit of not more than 15 trustees

• Trustees must be natural persons (not corporate entities)

• Trustees should be adults with valid government-issued identification

• Trustees should be of sound mind and not legally disqualified

Applicants are also required at the point of application for consent to select the IT’s chairman and its secretary. These can be from amongst the trustees, or different persons altogether.

Public Notice Requirement (Newspapers)

Before final approval, CAC requires publication of a public notice of the proposed registration in two newspapers:

• one national daily newspaper

• one local newspaper circulating in the area of operation

The notice invites objections from the public within the prescribed period. CAC will not conclude registration until the publication requirement is satisfied and the objection window has passed. Applicants are required to provide the details of the publications, including providing evidence of the publications in the newspapers, as prescribed/required.

Trustee Declarations

Each trustee must complete and swear a statutory declaration confirming willingness to act and affirming eligibility to act in the Association undergoing registration. This declaration is sworn before:

• a High Court registry, or

• a Notary Public

Evidence of payment for the declaration (court or notary receipt) is submitted as part of the filing record before the Corporate Affairs Commission will approve the registration.

CAC Filing and Regulatory Review

After all documents are prepared, the application is submitted to CAC through the designated filing channel. CAC reviews:

• name compliance

• objects clause

• trustee eligibility

• constitution provisions

• proof of publication

• declarations and identification documents

CAC may raise queries or request corrections before approval. If there are no queries raised, the CAC will approve the registration. Conversely, if the CAC raises any queries, the applicants are expected to resolve the query and re-submit the application for approval.

Certificate Issuance

Once CAC is satisfied that all statutory requirements are met, registration is approved and the Incorporated Trustee is issued:

• Certificate of Registration

• CAC Status Report

• Approved Constitution

At this point, the association becomes a recognized legal entity capable of owning property, opening bank accounts, and operating formally in Nigeria as a registered non-profit organization.

Compliance Obligations After Registration of Incorporated Trustees in Nigeria

Registration with the Corporate Affairs Commission is not the end of the regulatory journey for an Incorporated Trustee. Once registered, the organization assumes ongoing statutory and governance obligations under the CAMA. Failure to comply will lead to imposition of penalties.

Key post-registration compliance duties include the following:

Annual Returns Filing and Filing of Bi-annual Statement of Accounts

Every Incorporated Trustee is required to file annual returns with the CACto confirm that the organization remains active and compliant.

Annual returns filing is meant to update the regulator on:

• current trustees and principal officers

• registered address

• governance status

Reporting Trustee Changes

Any change in the Board of Trustees must be formally recorded and filed with CAC. This includes:

• appointment of new trustees

• resignation of trustees

• removal of trustees

• death or incapacity of a trustee

Such changes are backed by meeting resolutions and updated trustee declarations. Operating with unreported trustee changes creates record inconsistencies and can invalidate certain filings or transactions.

Constitution Amendments

Where an Incorporated Trustee amends its Constitution — whether changing its objects, governance structure, trustee tenure, or operational rules — the amendment must be properly approved internally and then filed with CAC.

Typical triggers for constitution amendment filings include:

• expansion or change of objects

• governance restructuring

• trustee eligibility rule changes

• dissolution clause updates

CAC expects to receive the amended Constitution and the resolution authorizing the amendment. Until filed, the amendment will not be recognized for regulatory purposes.

Asset and Fund Use Restrictions

An Incorporated Trustee operates strictly as a nonprofit entity. Its income, donations, grants, and property must be applied solely toward its stated aims and objectives.

Core asset-use compliance rules include:

• no profit distribution to members or trustees

• payments to trustees must be limited to reasonable, pre-approved compensation for legitimate services rendered by the trustees to the Association

• property must be held and used in furtherance of the association’s objects only and not for the personal benefit of the trustees or any members of the governing body