A Non-Governmental Organization (NGO) is a private organization that operates independently of government control and may be established to offer services or support in one or more areas, including education, science, religion, arts, or humanitarian cause. Under the law, a charitable foundation is an NGO in Nigeria. An NGO is an organization registered with the Corporate Affairs Commission that aims to improve lives to meet the needs of society without profit motives. The usual funding for NGOs comes from individuals, corporations, or international agencies like the United Nations in the form of donations for their operational costs and humanitarian projects.
Under the Companies and Allied Matters Act, 1990, an NGO or charitable foundation may be registered either as a Company Limited by Guarantee or as an Incorporated Trustee. However, because of the cumbersome requirements for registering a company limited by guarantee in Nigeria, most NGOs are registered as Incorporated Trustees under Part C of CAMA.
Steps to Register an NGO or Charitable Foundation as an Incorporated Trustee
The process of registering a charitable organization in Nigeria can be complicated but possible. The steps are as follows:
Step 1: Availability Check for Name
The availability check of the name should be done with the CAC and reservation of the desired name for a period not exceeding 60 days, after which the name is released to the general public upon failure to complete the registration.
Step 2: Obtain Incorporation Forms
The applicant has to get the incorporation forms from the CAC. This includes a memorandum that summarizes the process for registration.
Step 3: Publications in the Newspapers
Cause a notice of the proposed registration of the NGO to be published in three national newspapers, one of which must be a local paper circulating in the area where the NGO intends to operate.
Step 4: Application
Submit the filled application form to the CAC, accompanied by the following documents:
- A formal letter of application.
- Two copies of the organization’s constitution.
- Signed application forms by the Chairman and Secretary.
- Extracts from the minutes of the meeting appointing trustees, listing attendees and the voting pattern.
- Two passport photographs of each trustee.
- Trustees’ residential addresses and signatures.
- Trust declaration forms sworn to in a Nigerian High Court.
- Evidence of property acquisition or an undertaking in lieu of such acquisition.
- The organization’s common seal impression.
- Minutes extracts where the special clause rule was adopted into the constitution.
- Newspaper publications.
Registration of a Charitable Foundation by a Company
CAMA prohibits companies from donating to political organizations but allows contributions to charitable causes. Companies can setup NGOs or charitable foundations and provide in the organization’s constitution a clause giving the company the right to appoint trustees.
Registration of a Charitable Foundation by a Foreigner
Foreign individuals or organizations desiring to set up an NGO in Nigeria must meet certain conditions, such as obtaining a Combined Expatriate Residence Permit and Aliens Card (CERPAC). This permit shows evidence of residence in Nigeria. Foreign organizations may also constitute local trustees for the management of the organization, with provisions in the constitution to provide for additional trustees to oversee the organization.
Advantages of Non-Governmental Organizations
- They are accorded tax incentives on donation, grants, and other agencies. They are also exempt from import duties on approved goods for charitable purposes.
- Public Trust – Registered NGOs gain trust and credibility and thus encourage public and donor support through grants donations and foreign aid.
The normal routine of registration is not smooth or easy regarding NGO/charitable foundations in Nigeria; this allows for legal recognition and engendering public confidence in addition to providing access to certain tax and import duty exemptions. The organization considering incorporation could consult an attorney for a guide through this.