Nigerian Non-profit Registration Service
With the expert team at SplashDict, CAC Non-Profit organization Registration process is quick, easy, and can be conducted entirely online in a few minutes.
SPLASHDICT
CAC Registration Support for Incorporated Trustees and Guarantee Companies
Non-profits, often referred to as NGOs or charities, are governed by trustees or a board of directors responsible for ensuring the organization stays aligned with its mission. CAC registration formalizes the organization's structure, enhances credibility, and opens opportunities for funding, partnerships, and government recognition.
Whether you’re establishing a Private Company Limited by Guarantee (Ltd/Gte) or Incorporated Trustees, registration with the Corporate Affairs Commission (CAC) provides your organization with the legal status needed to own property, enter contracts, and protect its members from personal liability.
Our team of CAC-accredited Chartered Secretaries handles all necessary filings, including obtaining a Tax Identification Number (TIN), ensuring that the process is efficient, transparent, and compliant with all legal requirements.
Why Choose us?
Our Process
Incorporation of Trustees of Certain communities, Bodies, and Associations
This is the most common type of non-profit organization in Nigeria. It is a legal entity that is created by a group of people who share a common goal or purpose. Incorporated Trustees are registered with the Corporate Affairs Commission (CAC) and must have a board of trustees who are responsible for governing the organization.
They include trade unions, community-based organizations, social clubs, religious organizations, cultural associations, women’s groups, youth clubs, professional associations, political parties, cooperative societies, specialized professionally run NGOs, and friendly societies.
Our service covers the entire process; this includes drafting all the relevant documentation, official filing fees, newspaper advertisements, and official seal.
Key Features:
- A non-profit organization established for charitable or specific purposes.
- Used by charitable organizations, foundations, and associations.
Company Limited by Guarantee (LTD/GTE) Incorporation
This type of company is a non-profit organization, similar to an Incorporated Trustee, but it is registered as a company with the CAC.
Charities often use a guarantee company entity, but not all companies limited by guarantee are charitable. Other common uses for this type of company are membership organizations and clubs, including sports associations.
It has members instead of shareholders, and its activities are restricted to those set out in its memorandum and articles of association. The company's members limited by guarantee are not liable for its debts, but they may be required to contribute to its assets if it is wound up.
Key Features:
- A type of company where members guarantee the debts of the company.
- Often used for non-profit organizations and cooperative societies.
Comparison of Incorporated Trustee and Guarantee Company
| Feature | Incorporated Trustee | Guarantee Company (Ltd/Gte) |
|---|---|---|
| Purpose | Primarily for religious, educational, charitable, social, or cultural objectives. | Used for non-profit activities but structured like a company; no profit distribution to members. |
| Governing Law | Governed by Part F of the Companies and Allied Matters Act (CAMA). | Governed by Part A of CAMA. |
| Legal Personality | Has separate legal status; can sue or be sued in its own name. | Also has separate legal status; can sue or be sued. |
| Liability | Trustees have limited liability in most cases. | Members' liability is limited to the amount they guarantee to contribute (usually nominal). |
| Board Structure | Managed by a Board of Trustees. | Managed by Directors (like a regular company). |
| Profit Distribution | Profits cannot be distributed to trustees or members. All funds must be reinvested in the organization’s activities. | No distribution of profits to members; profits are reinvested for the organization's objectives. |
| Ownership of Assets | The assets are held in trust by the Trustees for the benefit of the organization or community. | The Guarantee Company owns its assets in its corporate name. |
| Registration Requirements | Requires a minimum of two trustees to be registered with the CAC. | Requires at least one member/director but typically requires a minimum of two members/directors. |
| AGM Requirements | Annual General Meeting (AGM) not mandatory. | Annual General Meeting (AGM) is mandatory unless exempted. |
| Tax Exemptions | Eligible for tax-exempt status if recognized as a charity by relevant authorities. | May qualify for tax exemptions, particularly if involved in charitable activities. |
| Filing Requirements | Must file annual returns with the CAC, though requirements are often lighter. | Subject to stricter annual return and financial reporting requirements. |
| Decision-Making | Decisions made by Trustees under the Trust Deed or Constitution. | Decisions made by the Board of Directors, following the company's Articles of Association. |
| Flexibility | Less flexible in terms of changing structure or merging with other organizations. | More flexible in terms of governance, restructuring, or merging. |
| Ideal for | Religious groups, NGOs, cultural associations, and social clubs. | Foundations, professional bodies, and social enterprises. |
REGISTER INCORPORATED TRUSTEE | REGISTER GUARANTEE COMPANY |
Benefits of CAC Non-Profit Organization Registration
FAQs
Here are common frequently asked questions and answers related to CAC Business Name Registration Service:
A Business Name is a name under which a person or entity conducts business, different from their legal name. It's also known as a "trading name" or "doing business as" (DBA) name.
Business name registration is the process of officially registering your business name with the Corporate Affairs Commission (CAC) in Nigeria. This legal recognition allows your business to operate under a distinct identity, ensuring compliance with local laws and regulations.
Registering your business name provides several benefits, including legal recognition, enhanced credibility, protection against brand infringement, and access to funding opportunities such as loans and grants. It also allows you to open a business bank account in your registered name.
A Business Name is a simpler registration for sole proprietors or small partnerships and does not offer separate legal status or limited liability.
A Company is a separate legal entity with limited liability, a more formal structure, and greater access to financing and opportunities for growth.
Business name registration is simply registering a name under which you conduct business. Company incorporation creates a separate legal entity with its own rights and obligations.
No, your chosen business name must comply with local regulations. It cannot be identical to an existing registered name, misleading, or include restricted words without appropriate authorization.
The Corporate Affairs Commission (CAC) must approve your name before registration.
The essential documents for registering a business name include:
- A valid means of identification (e.g., National ID, passport)
- Passport-sized photographs
- Proposed business names
- Business address
- Nature of the business
- Personal details of the proprietor(s)
Yes, business names can be registered by multiple individuals in the case of General Partnerships. In such instances, all partners are responsible for the business and share profits, liabilities, and management responsibilities.
Name Search: 6 - 24 hours from submission.
Grant of Certificate of Registration: 24 -96 Hours from filing.
Total time: Approximately 2 - 7 days.
Upon successful incorporation, you will receive the following documents:
- Certificate of Business Name Registration
- Corporate Tax Identification Number (TIN)
- A status report.
Frequently Asked Questions (FAQs)
You can find some of our most frequently asked questions below;
What is the difference between an incorporated trustee and a private company limited by guarantee? Â
Incorporated trustee and private company limited by guarantee are two different legal structures that are commonly used by non-profit organizations. Here are some of the main differences between the two:
- Legal Structure: An incorporated trustee is a legal structure where the trustees are registered as a separate legal entity from the non-profit organization, while a private company limited by guarantee is a separate legal entity from its members.
- Members: An incorporated trustee may have only one member, while a private company limited by guarantee must have at least one member.
- Liability: In an incorporated trustee structure, the trustees are personally liable for the debts and liabilities of the organization, while in a private company limited by guarantee, the liability of the members is limited to the amount they have agreed to contribute to the organization in the event of its winding up.
- Governance: An incorporated trustee is governed by a board of trustees, while a private company limited by guarantee is governed by a board of directors.
- Purpose: An incorporated trustee is typically used for charitable purposes, while a private company limited by guarantee can be used for a wide range of non-profit purposes.
Overall, the choice between an incorporated trustee and a private company limited by guarantee depends on the specific needs and objectives of the non-profit organization.
A non-profit organization (NPO) is a legal entity that operates with the goal of serving the public good, rather than earning profits for owners or shareholders.
Registering your non-profit organization gives it legal recognition, which is important for credibility, funding, and tax-exempt status.
Yes, a non-profit organization can make a profit. However, the profit must be used to further the organization's charitable purpose, rather than distributed to owners or shareholders.
An incorporated trustee is a type of legal structure for non-profit organizations in Nigeria, where the trustees are registered as a separate legal entity from the organization.
- Only one person can register as an incorporated trustee. This is clear from the language of section 590(1) of CAMA as follows: “where one or more persons are appointed by….”
- The trustees are the only persons who obtain legal personality and not all the members.
- The name starts with the words “Incorporated Trustees of….”
- It does not do business and does not distribute profits.
- It receives income as grants, levies, etc
- The income must be applied solely towards the promotion of its objects
- The income not distributable but (out of pocket) expenses can be paid to members; especially for a member going to promote the organization.
- It may be dissolved by the Federal High Court upon Petition by the Governing Council; or one or more members of the body of trustee; or not less than 50% of total members of the association; or the CAC.
Again, Incorporated Trustees are usually Clubs, Associations of persons related by custom, tribe etc., Churches, Mosques, and Non-Governmental Organisations (NGOs).
To register an Incorporated Trustees in Nigeria, the following requirements must be met:
- Two proposed Names of the Association, Organisation, or body.
- The name, physical address, email address, phone number, and valid means of identification and passport photographs of each of the trustees.
- The address of the Organisation.
- The aims and objectives of the Organisation.
- Publication of Notices in three national dailies - To notify the public of the intention to register an Organisation; the name of the NGO, Trustees, aims and objectives, and calls for objections to its registration within 28 days of publication. (we'll provide this).
- Constitution of the Organization - Contains the rules that will guide the Organisation's internal affairs and operations. (we can provide this).
- Extract the minutes of the general meeting appointing trustees and adopting the special clause rules into the constitution (we can provide this).
- Extract of Minutes of Meeting for the adoption of the special clause into the constitution (we can provide this).
- The common seal - The impression of the common seal will be needed on the minutes, the application form, and some other documents. (we can provide this).
Where the above requirements have been complied with, the CAC shall within 5-8 weeks of the submission of the application register the Trustee and issue a digital certificate of incorporation stating the name, date, and registration number of the Incorporated Trustee.
Registration for Incorporated Trustee can only commence after twenty-eight (28) days from the date of newspaper publication. Afterward, registration will take about 5 – 10 days.
The first step is the name search which takes approximately 24 hours or less. The second step is newspaper publication. After the newspaper publication, trustees must wait for 28 days before taking any further steps.
At the expiration of the 28 days, we'll file all documents, and the application if not queried would be approved within a week or two.
This leads us to conclude that the total period to register a non-profit in Nigeria is approximately 5-8 weeks.
The following classifications shall apply to incorporated trustees;
1) Religious
2) Educational
3) Literary
4) Scientific
5) Social
6) Developmental
7) Cultural
8) Sporting
9) Charitable
10) Others.
Anyone can be appointed a trustee in so far as the person is not an infant or a person of unsound mind.
Also, an undischarged bankrupt can neither be a trustee nor can a person who has been convicted of fraud or dishonesty within the last five years before his proposed appointment.
Anyone who is appointed a trustee must give his consent otherwise his appointment would be invalid.
After the name and availability are conducted and a name has been approved and reserved, the trustees would then publicize their intention to register the NGO in two newspapers. One of the newspapers must be a newspaper that circulates nationwide while the other could be a local newspaper.
The reason for the newspaper publication is for public awareness of the intention to register the trustee and also for anyone who has an objection to notifying the CAC of such objections.
The newspaper publication would usually last for 28 days.
After the expiration of 28 days and if there are no objections, the organization can now be submitted for registration.
A company limited by guarantee is a type of legal structure for non-profit organizations in Nigeria, where the liability of members is limited to the amount they have agreed to contribute in the event of the company being wound up.
The profits earned by this sort of organization are reinvested for different purposes in the organization. This type of company has a different lawful identity; it is responsible for hiring human resources, borrowing credit, purchasing and selling property, and defending a lawsuit. This type of organization drafts a memorandum of association.
A company limited by guarantee is a type of legal structure that is commonly used by non-profit organizations. It is a separate legal entity from its members, with limited liability for members in the event of the company being wound up.
This type of company does not have share capital or shareholders but has members who act as guarantors and contribute a fixed amount to the company. Companies limited by guarantee are typically set up for non-profit purposes and must have at least one member who can also be the director.
They are required to have a memorandum and articles of association, which outline the objectives of the company and its internal rules and regulations.
Overall, a company limited by guarantee is a flexible and popular legal structure for non-profit organizations, providing limited liability to members and allowing the company to enter into contracts, own property, and conduct business in its own name.
To register a Company Limited by Guarantee in Nigeria, the following requirements must be met:
- Two proposed Names of the Guarantee company.
- The general nature of the business of the Guarantee company.
- The address of the Organisation.
- The name, physical address, email address, phone number, and valid means of identification and passport photographs of each of the members, directors, and secretary (if any).
- Constitution (Memorandum & Articles of Association) setting out the objects and by-laws. (We can provide this)
Where the above requirements have been complied with, the CAC shall within 40 days of the submission of the application register the Guarantee company and issue a digital certificate of incorporation stating the name, date, and registration number of the Ltd/Gte.
It usually takes 30-40 business days for the Company Limited by Guarantee (Ltd/Gte) Registration in Nigeria.
Name Search: 6 - 24 hours from submission.
Attorney General's consent: Within 30 days. Else, 3 Newspaper publications with no objection in 28 days.
Grant of Certificate of Registration: 15 - 50 Days from filing.
Total time: Approximately 20 - 60 days.
