A Non-Governmental Organization (“NGO”) is a body or association of persons registered as “Incorporated Trustees” under Section 590 of the Companies and Allied Matters Act, Cap C20 Laws of the Federation 2010 for the advancement of any religious, educational, literary, scientific, social/cultural development, sporting and charitable causes. An NGO is deemed a not-for-profit organization in Nigeria. The following is a guide to registering an NGO in Nigeria.
- Devise a plan. Write about your organization’s beliefs, mission, and purpose. As you define your mission and draft you purpose statement, you should describe the overall purpose of the NGO; the activities your NGO will engage in or undertake; the core beliefs of the NGO; etc.
- Select your NGO name. For example, “Youths for Democracy and Positive Change”, “Brilliant Minds Educational Foundation”, “Network of Nigerian Women in Politics”, “Mega Champions Football Club”, “Jesus Christ Apostolic Ministries”, “Money-Givers Trust Foundation”, “Amalgamated Union of Market Leaders and Traders”, “Business CEOs Roundtable”, “All United Sport Club”, “Foundation Against Trafficking in Persons and Slavery”, “Scientific Scholars and Inventors Forum”, “Climate-Change Advocacy Roundtable”, “International Motor-Bikers Club”, “The Mental Health Foundation”, Good Governance Advocacy Foundation”, “The Emerging Tigers Forum”, “Love and Care International Foundation”, “Association of Miners, Industrialists and Top Manufacturers”, “Environmental Sustainability Foundation”, etc. (plus an alternate name in case the first name is unavailable for reservation).
- Appoint the Trustee(s). A person qualified to be appointed a Trustee must not be less than 18 years of age; or of unsound mind; or undischarged bankrupt; or convicted of an offence involving fraud or dishonesty within 5 years of his proposed appointment.
- Consult an Accredited Solicitor. A Solicitor who has been duly accredited by the Corporate Affairs Commission (CAC) to conduct pre and post incorporation matters with the Commission can help you execute the following:
- Name Availability Search and Reservation. Your Solicitor will conduct a search at the Corporate Affairs Commission (CAC) registry to check if the NGO name you have chosen is available for reservation. Only a name that is not identical to an existing registered organization in Nigeria can be reserved for you. Where your name is available, same will be approved for registration. Name availability check and reservation can be effected within 48 hours by a CAC accredited Solicitor.
- Publication of Notices. Your Solicitor, in compliance with the law, will publish in three (3) national dailies, one being a local newspaper widely circulated in the area where your NGO is based a notification of intention to register the NGO, setting out the name of the NGO; the names of trustees, aims and objectives; and a call for objections within 28 days to the registration of the NGO (if any).
- Drafting of the NGO Constitution. The NGO’s constitution drafted by the Solicitor will set out rules that would govern the internal affairs of the NGO, the aims and objectives of the NGO, the governance structure, names of members of the Board of Trustees, the statement of purpose, etc.
- Drafting of the Minutes of the Meeting. Your solicitor will draft the minute of meeting that will provide details whereat members of the Board of Trustees were appointed, list of members present and absent, the voting pattern, and the authorization to apply for registration, signed by Chairman and Secretary of the Board.
- Drafting of the Minutes of the Meeting. Your solicitor will draft the minutes of meeting whereat the special clause was adopted into the constitution of the organization; signed by Chairman and Secretary of the Board.
- Documentation of all incorporation documents.Your solicitor will put together all incorporation documents including duly completed application form in triplicate, letter of application, the original of newspaper publications, copies of the NGO constitution so drafted, the above minutes of the meetings, passport-sized photographs of the Trustees, the impression of the common seal of the NGO, etc.
- Submission and Filing. Your solicitor will file all the relevant documents with the Corporate Affairs Commission for the incorporation of the NGO.
- Collection of the NGO Certificate of Incorporation. The Certificate of Incorporation of the NGO will be issued by the Corporate Affairs Commission to you through your CAC Accredited Solicitor after due documentations and filings.
- Open a Bank Account in the NGO Name. This is very important because opening a bank account in the NGO’s name shows that your NGO is official and you are ready to begin to obtain financial support from the public and receive donations. To open a NGO bank account, you will need the NGO’s Certificate of Incorporation issued by Corporate Affairs Commission.
THE INCIDENCE AND BENEFITS OF REGISTERING AN NGO
The following are the benefits and incidence of NGO registration.
- The NGO becomes a Corporate Body. As a corporate body, the NGO dealings and engagement with the members of the public and the society will improve. The NGO can sue or be sued through its incorporated trustees to enforce its legal rights.
- The NGO becomes entitled to buy land, own fixed assets and incur liabilities under its common seal. It is illegal for an unregistered organization including an unregistered NGO to buy, hold or sell land anywhere in Nigeria.
- Structured Financial Plan. Having an NGO can afford you a tax-free mechanism for the businesses you are transacting under the NGO. NGOs are deemed not-for-profit and therefore their activities are tax deductible. You can develop a structured financial plan using your NGO for “tax avoidance”. Tax avoidance is legitimate, but NOT “tax evasion” which is criminal!
- Protection from Personal Liability. You can buy, acquire and register your financial stakes and assets in the name of your NGO. This is a very smart way to protecting yourself from unlimited liability for bankruptcy, foreclosure, judgement debt recovery, or divorce proceedings in future. Your assets and property registered in the name of your NGO can never be targeted or attached for the satisfaction of any debts you have incurred or be used for the settlement of your estranged wife or husband after a bitter divorce proceeding. You are better off outsmarting an ugly occurrence in future than be sorry!
- Perpetual Succession. This means your NGO has an unlimited life span and will continue to exist even if the founder or trustees die or leave the NGO. An NGO’s existence will only cease if it is formally wound up by the Order of Court. Amongst other benefits, this allows your organization to outlive you and even generations to come.
- Having an Enhanced Corporate Image. The public will perceive your NGO as being stable than an unregistered NGO. Political parties, government, donor agencies, financial institutions, charity organizations and other NGOs will only want to partner with your NGO to further common objectives if your NGO is registered.
- Responsible Leadership. The registration of your NGO can suggest that your NGO has an effective and responsible leadership in place.
- Registering your NGO can afford you access to credit from official lenders and financial institutions. You can use a loan facility to finance a mortgage, purchase land or fixed assets, promote the activities of your NGO, or fund the NGO operations. Banks will want to see proof that your NGO is registered with the CAC as condition precedent to giving loan.
- Once your NGO is registered, the name is protected. Nobody can use the same name or even a name that is similar to that of your NGO throughout Nigeria. This has the benefit of legally protecting your image and NGO name from unauthorized use.
- Ability to open and operate a bank account in the NGO name. Operating an NGO bank account is an important asset to your NGO because it is one of the clearest signs that you are transparent. Some private persons, government, donor agencies and other NGOs will not be comfortable writing you a cheque for your NGO in your own personal name. But the NGO bank account shows everyone that your NGO is official and you are ready to begin to obtain financial support and receive monetary donations. You need to provide proof that your NGO is registered with the Corporate Affairs Commission to open a corporate bank account.
WHAT TO DO NEXT?
If you want to register your NGO, you are taking the right step in the right direction. Registering your NGO would effectively confer numerous benefits for growth and sustainability. It is strongly recommended that you obtain help from an accredited solicitor of CAC to help you with the pre and post incorporation matters of your NGO, and to pin down key issues related to the governance structure and internal affairs of your NGO.
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.ContributorEdoabasi Udo