Samuel Babaseyi Osinowo

31/01/2021

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.

1. 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.
2. 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).
3. 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.
4. Consult an Accredited Agent. An Agent 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:
5. 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 Agent.
6. Publication of Notices. Your Agent, 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).
7. Drafting of the NGO Constitution. The NGO's constitution drafted by the Agent 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.
8. Drafting of the Minutes of the Meeting. Your Agent 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.
9. Drafting of the Minutes of the Meeting. Your Agent 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.
10. Documentation of all incorporation documents. Your Agent 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.
11. Submission and Filing. Your Agent will file all the relevant documents with the Corporate Affairs Commission for the incorporation of the NGO.
12. 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 Agent after due documentations and filings.
13. 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.
1. 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.
2. 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.
3. 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!
4. 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!
5. 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.
6. 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.
7. Responsible Leadership. The registration of your NGO can suggest that your NGO has an effective and responsible leadership in place.
8. 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.
9. 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.
10. 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 Agent 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.

Babaseyi Osinowo
Managing Partner
Magic Result Consulting Management Limited
Facebook: samuelbabaseyi
Twitter: jcseyi
Skype: babaseyiosinowo
Whatsapp: +2348066448860
Call/Text: +2348066448860

28/01/2021

REQUIREMENTS FOR INCORPORATING OR REGISTERING OF A COMPANY.

A company is a corporate structure with separate legal personality status. It is statutorily regulated and incorporated for the purpose of profit maximization. All companies, whether a private company limited by shares, private unlimited or a company limited by guarantee must be registered in accordance with the Companies and Allied Matters Act (CAMA), which is the principal law that regulates companies in Nigeria.

The requirements for registering a company in Nigeria are straight forward with no intricacies.

The commission in charge of the regulation and supervision of the registration and companies is the Corporate Affairs Commission (CAC) established pursuant to the provisions of CAMA. In one of our previous articles, we explained a step by step guide for company registration, but we shall briefly highlight the basic requirements for an incorporation of a limited liability company here.

It should be noted that the minimum number of persons required to form a company is one (1) with the age capacity not less than 18 years. The only exception for a person less than 18 years to register a company is where there are two or more adults involved in the formation of the company.

Requirements to register a limited liability company:

1. The first step required by the applicant is to choose two suitable proposed names for the company. Where this is done, an availability check will be conducted on the CAC online portal to find out if the name is available and not already in use.
2. Choosing the type of company to be registered whether a private limited company or private unlimited company or company limited by guarantee.
3. The objectives and business of the company must be provided.
4. The registered principal address of the company.
5. The share capital and shareholding formula among shareholders will be required.
6. The particulars of a Director/Directors will be required. A copy of their means of identification such as voter's card, national ID, drivers' license or international passport.
7. Particulars of the company secretary (one of the directors may also act as the Secretary of the company)
8. The applicant will be required to furnish details of the shareholders of the company. Details such as names, occupation, residential address, email address, mobile phone number and means of identification such as driver's license, international passport or national identity card. It should be noted that the directors listed can also hold the capacity of shareholders in the company if desired.
9. The memorandum and Articles of association of the company to be registered which is advisable to be drafted professionally by a Legal Practitioner. However, the CAC has provided a generic MEMART, which any new company can adopt.

Fees required
The applicant will also be required to pay a filing fee to the CAC and stamp duty paid to the Federal Inland Revenue Service (FIRS).
Where this information is provided for, the following statutory forms will be required to be filled and submitted along with the evidence of payment at the CAC and other requirements:
* Form CAC 1- Availability search and reservation of name
* Form CAC 1.1-Pre-registration form.
Incorporation can be commenced online by an individual applicant or through a CAC accredited agent at the CAC's online portal. Where an individual commenced the incorporation himself or herself, such a person will still require the services of a CAC accredited agent for an attestation.

Conclusion
In conclusion, to operate any company in Nigeria, such a company must be incorporated. Although the company registration can be initiated online, the original copies of the documents used for the registration must be submitted to the CAC before the Certificate of Incorporation can be issued to the owners or their agent.

Babaseyi Osinowo
Managing Partner
Magic Result Consulting Management Limited
Facebook: samuelbabaseyi
Twitter: jcseyi
Skype: babaseyiosinowo
Whatsapp: +2348066448860
Call/Text: +2348066448860

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12 DISCIPLES OF DOLLAR IN NIGERIAN
ECONOMY OF BUHARI
1) Mecca Pilgrims rate N197/$,
2) Customs rate N285/$,
3) Budget rate N305/$,
4) Interbank rate N315/$,
5) Fuel Imports rate N316/$,
6) International Card rate N319/$,
7) Travelex rate N345/$,
8 ) Special Funds Airlines N355/$,
9) Western Union N3m411/$,
10) BDC N399/$,
11) Black Market rate N492/$.
12) Aishat + family & friends rate N200/$
Who can beat this record? A Country with 12 different Exchange Rates for different purposes.