How Much Does It Cost to Change Trustees of an Incorporated Trustees Organisation with CAC? - Your Complete 2026 Guide

Understanding Incorporated Trustees in Nigeria

As a corporate consultant with BusinessHelp CONSULT, we often receive inquiries from leaders of non-governmental organizations (NGOs), churches, mosques, clubs, associations, and other not-for-profit bodies regarding their legal compliance. One common area of concern is the process and cost associated with changing their Board of Trustees. These organisations, legally known as Incorporated Trustees, are registered under Part F of the Companies and Allied Matters Act (CAMA) 2020 by the Corporate Affairs Commission (CAC).

An Incorporated Trustee body is a legal entity separate from its members, allowing it to own property, enter into contracts, and sue or be sued in its corporate name. The individuals who manage and oversee the affairs of these organisations are called Trustees. They are fiduciaries, meaning they hold a position of trust and are legally bound to act in the best interest of the organisation.

Over time, it's inevitable that changes will occur within the leadership of any organisation. Trustees may retire, resign, pass away, or even be removed due to various reasons. When such changes happen, it is not enough to simply appoint new individuals internally; the Corporate Affairs Commission (CAC) must be formally notified and the records updated. This process ensures the legal continuity and legitimacy of the organisation.

Why Do Trustees Need to Be Changed?

There are several legitimate reasons why an Incorporated Trustees organisation might need to change its trustees. Understanding these reasons helps in preparing for the process:

• Death of a Trustee: This is a natural and unavoidable reason. When a trustee passes away, their position becomes vacant, and a new trustee must be appointed to maintain the required number of trustees as per the organisation's constitution.
• Resignation: A trustee may choose to resign due to personal reasons, health issues, or an inability to continue fulfilling their duties. Their resignation must be formally accepted by the organisation.
• Removal: Trustees can be removed for various reasons, such as misconduct, incompetence, prolonged absence, or actions detrimental to the organisation. The process for removal is usually stipulated in the organisation's constitution.
• Expiration of Tenure: Some organisations, particularly those with a clear succession plan, may have a specified tenure for their trustees. Upon expiration, new trustees are appointed.
• Organisational Restructuring or Expansion: As an organisation grows or its focus shifts, it may require trustees with different skill sets, experiences, or networks to better serve its evolving mission.
• Need for Fresh Perspectives: Bringing in new trustees can inject fresh ideas, energy, and diverse viewpoints into the organisation's governance, fostering innovation and growth.
• Relocation: If a trustee moves to a distant location, making it difficult to actively participate in the organisation's affairs, they might be replaced.

Regardless of the reason, any change in the Board of Trustees must be officially registered with the CAC to ensure the organisation's legal standing remains intact and its records are up-to-date.

The Legal Framework for Changing Trustees

The primary law governing Incorporated Trustees in Nigeria is the Companies and Allied Matters Act (CAMA) 2020. Specifically, Part F of CAMA 2020 deals with the registration and regulation of Incorporated Trustees. Beyond CAMA, the individual constitution or governing document of each Incorporated Trustees organisation plays a crucial role. This document outlines the internal procedures for appointing, removing, or replacing trustees, including quorum requirements for meetings, voting procedures, and other specific conditions.

It is paramount that any trustee change adheres strictly to both the provisions of CAMA 2020 and the organisation's constitution. Failure to do so can lead to the CAC rejecting the application or, worse, legal challenges to the legitimacy of the new trustees.

Step-by-Step Guide to Changing Trustees with CAC

The process of changing trustees is detailed and requires careful attention to legal and administrative requirements. Here’s a comprehensive step-by-step guide:

Step 1: Internal Decision and Meeting

1. Convene a Board of Trustees Meeting:

   The existing Board of Trustees should hold a meeting to discuss and approve the decision to change trustees. This meeting should be properly minuted, detailing the reasons for the change and the proposed new trustees (if any).

2. Convene a General Meeting of Members (if applicable):

   Many organisations' constitutions require a general meeting of all members or a specific electoral college to approve the change of trustees. Ensure this meeting is duly convened, with proper notice given as stipulated in the constitution.

3. Pass a Special Resolution:

   At the appropriate meeting (either Board or General Assembly, as per constitution), a Special Resolution must be passed. This resolution formally approves the removal/resignation of outgoing trustees and the appointment of new trustees. The resolution must clearly state the names of the trustees being removed/resigning and the names of the newly appointed trustees. The quorum and voting procedures for passing such a resolution must align with the organisation's constitution.

4. Prepare Meeting Minutes:

   Detailed minutes of the meeting where the Special Resolution was passed must be prepared and signed by the Chairman and Secretary of the meeting. These minutes are a crucial document for the CAC application.

Step 2: Newspaper Publication

CAMA 2020 mandates that notice of an application for change of trustees must be published in two national newspapers. This is to inform the general public and allow for any objections to the proposed changes.

1. Draft the Publication Notice:

   The notice should typically include:

   • The full name of the Incorporated Trustees organisation.
   • The names of the trustees being removed/resigning.
   • The names of the newly appointed trustees.
   • A statement inviting objections from the general public within 28 days of the publication.
   • The address for submitting objections (usually to the CAC).

2. Publish in Two National Newspapers:

   Choose two reputable national newspapers with wide circulation. Keep copies of the newspapers as proof of publication, as these will be submitted to the CAC.

3. Observe the Objection Period:

   You must wait for at least 28 days from the date of the last publication. If any valid objections are raised with the CAC during this period, they must be addressed before the application can proceed.

Step 3: Preparing Application Documents

After the objection period, you can proceed to compile the necessary documents for submission to the CAC. This is a critical stage requiring accuracy and completeness.

• Application Form: The prescribed CAC form for change of trustees (usually a Notice of Change of Trustees).
• Minutes of Meeting: Certified true copy of the minutes of the meeting where the Special Resolution was passed.
• Special Resolution: A copy of the Special Resolution signed by the Chairman and Secretary.
• Newspaper Publications: Original copies of the two national newspapers where the notice was published.
• Statutory Declaration by New Trustees: Each newly appointed trustee must depose to a Statutory Declaration at the High Court, confirming their eligibility and suitability to serve as a trustee. This declaration typically includes statements that they are not minors, persons of unsound mind, undischarged bankrupts, or have been convicted of any crime involving fraud or dishonesty.
• Passport Photographs: Two recent passport-sized photographs of each new trustee.
• Means of Identification: A clear copy of a valid means of identification (National ID card, International Passport, Driver's License, or Voters Card) for each new trustee.
• Proof of Address: A utility bill or other proof of residential address for each new trustee.
• Original Certificate of Incorporation: The original certificate of incorporation of the organisation. This is usually required for endorsement by the CAC. If lost, an affidavit of loss must be submitted along with a police report.
• CAC Online Pre-incorporation Form (if applicable): For trustees registered before the full online transition, the CAC might request a conversion to the new online system if not already done.
• Governing Document/Constitution: A copy of the organisation's constitution.
• Consent Letters: Letters of consent from the newly appointed trustees.

Step 4: Filing with CAC

With all documents prepared, the application is then filed online through the CAC company registration portal.

1. Log in to the CAC Portal:

   Access the CAC online portal using the organisation's designated account.

2. Initiate Application:

   Select the appropriate service for 'Change of Trustees' under Incorporated Trustees.

3. Fill Forms and Upload Documents:

   Accurately fill in all required information on the online forms and upload scanned copies of all the prepared documents. Ensure that all uploaded documents are clear and legible.

4. Pay Official Fees:

   Make the required payments for the CAC filing fees directly through the portal. This is a non-refundable fee.

5. Submit Application:

   Review all entries and uploaded documents carefully before final submission.

Step 5: CAC Processing and Issuance

After submission, the CAC will review the application.

• Review and Query: The CAC officials will examine the application for compliance with CAMA and their internal guidelines. If there are any discrepancies or missing information, a query will be raised, and the applicant will need to address it.
• Approval and Issuance: Once the CAC is satisfied with the application, they will approve the change. An updated certificate of incorporation or an acknowledgement letter confirming the change will be issued. In some cases, the original certificate might be endorsed with the new trustee details.

How Much Does It Cost to Change Trustees of an Incorporated Trustees Organisation with CAC?

The cost involved in changing trustees is not a fixed, single fee. It comprises various components, including official government fees, professional service charges, and other administrative expenses. It's important to budget for all these elements to avoid surprises.

Components of the Cost:

1. CAC Official Filing Fees:

   These are the fees paid directly to the Corporate Affairs Commission for processing the application. These fees are statutory and are subject to change by the CAC. They typically include fees for filing the notice of change and for any accompanying documents.

2. Newspaper Publication Costs:

   The cost of publishing the notice in two national newspapers. This varies significantly depending on the newspaper chosen and the length of the notice. Reputable national dailies generally charge more.

3. Professional Fees (Legal/Consultancy):

   Engaging a competent lawyer or corporate consultant (like BusinessHelp CONSULT) is highly recommended. Their fees cover:

   • Advising on the legal requirements and procedures.
   • Drafting the Special Resolution and meeting minutes.
   • Preparing the application forms and other necessary documents.
   • Liaising with the CAC on your behalf, including addressing queries.
   • Ensuring compliance and accuracy throughout the process.

   These fees can vary based on the complexity of the case and the professional's experience.

4. Statutory Declaration/Notary Fees:

   Each new trustee must depose to a Statutory Declaration at a High Court. There's a fee associated with this, paid to the court or the Commissioner for Oaths.

5. Miscellaneous Costs:

   These include costs for:

   • Passport photographs.
   • Photocopying and printing documents.
   • Transportation and logistics (if handling it yourself).
   • Affidavit for lost certificate (if applicable).

Estimated Cost Breakdown Table:

Please note that these figures are estimates and can fluctuate based on CAC regulations, newspaper rates, and professional service providers. It's always best to get current quotes.

Factors Influencing the Final Cost:

• Number of Trustees Being Changed: If multiple trustees are being added or removed simultaneously, it might slightly increase professional fees and potentially the length of newspaper publications.
• Choice of Professional Consultant: Highly experienced firms may charge more, but often provide greater assurance of a smooth process.
• Newspaper Selection: As mentioned, premium national dailies are more expensive than others.
• Complexity of the Case: If there are disputes, missing documents, or the organisation's constitution is unclear, more legal work might be required, leading to higher professional fees.
• CAC Queries: If the application is queried multiple times due to errors, it might incur additional professional time and associated costs.

Important Considerations and Tips

To ensure a smooth and cost-effective process, keep the following in mind:

• Understand Your Constitution: Thoroughly review your organisation's governing document. It dictates the internal procedures for trustee changes. Deviating from it can invalidate the process.
• Start Early: The process can be time-consuming, especially with the 28-day objection period for newspaper publications and potential CAC processing times. Begin well in advance of any critical deadlines.
• Accuracy is Key: Ensure all names, addresses, and other details are consistent across all documents (meeting minutes, resolutions, statutory declarations, CAC forms, etc.). Mismatches are a primary cause of CAC queries.
• Engage a Competent Professional: While you can attempt the process yourself, the intricacies of CAMA 2020 and CAC procedures often warrant the expertise of a corporate lawyer or consultant. They can help avoid common pitfalls and ensure compliance, ultimately saving you time and potential re-filing costs.
• Keep Thorough Records: Maintain copies of all documents, receipts, and correspondence related to the change of trustees. This is vital for your organisation's records and for addressing any future inquiries.
• Budget Realistically: Factor in all potential costs, including professional fees and miscellaneous expenses, when planning for a trustee change.

Common Pitfalls to Avoid

Many organisations encounter difficulties during this process due to common mistakes:

• Incomplete Documentation: Failing to provide all required documents or submitting documents with missing information.
• Incorrect Information: Errors in names, dates, or other critical details on forms or in publications.
• Failure to Follow Constitution: Not adhering to the organisation's internal rules for trustee appointments or removals.
• Skipping Newspaper Publication: Attempting to file without the mandatory newspaper publications and waiting period.
• Delay in Filing: Prolonged delays after the internal decision can sometimes complicate matters, especially if new CAC regulations come into effect.
• Failure to Address CAC Queries Promptly: Not responding to CAC queries within the stipulated time can lead to the application being rejected or archived.

Conclusion

Changing trustees for an Incorporated Trustees organisation in Nigeria is a crucial legal and administrative exercise. While it involves various costs, these expenses are a necessary investment in the legal integrity and continuity of your organisation. The estimated total cost can range from approximately ₦145,000 to over ₦410,000, depending on various factors such as official fees, publication costs, and professional charges.

By understanding the detailed steps, preparing thoroughly, and ideally engaging a professional consultant like BusinessHelp CONSULT, your organisation can navigate this process efficiently and ensure full compliance with the Corporate Affairs Commission and the Companies and Allied Matters Act 2020. This proactive approach safeguards your organisation's legal standing and allows its mission to continue uninterrupted for the benefit of its members and the community it serves.