How to Change All the Trustees of an Incorporated Trustees Organisation with CAC - Your Definitive Guide for a Seamless Process in 2026

Understanding Incorporated Trustees in Nigeria

An Incorporated Trustees organisation, often referred to simply as an 'IT' or an 'NGO' (Non-Governmental Organisation), is a corporate body registered with the Corporate Affairs Commission (CAC) under Part F of the Companies and Allied Matters Act (CAMA) 2020. These organisations are typically non-profit, non-governmental, and established for charitable, religious, educational, literary, scientific, social, or sporting purposes. Examples include churches, mosques, charities, foundations, clubs, and professional associations.

Unlike companies limited by shares, Incorporated Trustees do not have shareholders. Instead, they are governed by a Board of Trustees (BOT) whose members are responsible for the management, administration, and overall direction of the organisation. The trustees hold the property of the organisation in trust for the benefit of its members or the public, depending on its objectives.

Just like any dynamic entity, the composition of the Board of Trustees may need to change over time. While changing a few trustees is a common occurrence, there are specific situations where an organisation might need to change all its trustees simultaneously. This process requires careful adherence to the provisions of CAMA 2020 and the organisation's own constitution.

Legal Basis for Changing Trustees

The legal framework governing Incorporated Trustees in Nigeria, including the process for altering the composition of their Board of Trustees, is primarily enshrined in the Companies and Allied Matters Act (CAMA) 2020. Specifically, Sections 823 to 850 of CAMA 2020 deal with Incorporated Trustees. The Act stipulates that any change to the trustees, whether an addition, removal, or replacement, must be properly effected through a resolution of the organisation and subsequently registered with the Corporate Affairs Commission (CAC).

The organisation's constitution, which is the foundational document registered with the CAC, also plays a crucial role. It outlines the internal rules, procedures for meetings, quorum requirements, and methods for appointing or removing trustees. Therefore, before embarking on any change, it is vital to consult both CAMA 2020 and the organisation's registered constitution.

Why Might an Organisation Change All Its Trustees?

While less common than changing one or two trustees, situations can arise where an organisation deems it necessary or imperative to effect a complete change of its Board of Trustees. Understanding these reasons can help an organisation prepare adequately for such a significant transition.

• Expiry of Term Limits: Some organisations, particularly professional bodies or clubs, may have a constitution that specifies fixed term limits for trustees. If all trustees were appointed around the same time, their terms might expire concurrently, necessitating a complete change.
• Organisational Restructuring or Rebranding: A significant shift in the organisation's vision, mission, or strategic direction might warrant a new leadership team, leading to the appointment of an entirely new board whose members align with the refreshed objectives.
• Collective Resignation: In rare cases, all trustees might collectively decide to resign due to internal disagreements, a change in personal commitments, or a desire to pass on leadership to a new generation.
• Incapacitation or Demise: While tragic, unforeseen circumstances such as a major accident or a health crisis affecting all trustees, or even the unfortunate demise of all trustees, would necessitate a complete replacement.
• Addressing Governance Issues: If an organisation faces severe governance challenges, allegations of misconduct, or a loss of trust in the existing board, members might decide to overhaul the entire trustee structure to restore integrity and public confidence.
• Succession Planning: Well-structured organisations often have robust succession plans. A planned, phased transition might culminate in a complete change of trustees, bringing in new blood with fresh perspectives and energy.

Regardless of the reason, the process of changing all trustees requires meticulous planning, strict adherence to legal requirements, and precise execution to ensure continuity and legal compliance.

Preliminary Steps and Key Considerations Before You Start

Before initiating the formal process with the CAC, there are several critical preliminary steps and considerations that an organisation must address. These steps lay the groundwork for a smooth and successful transition.

1. Review the Organisation's Constitution:

   This is the most crucial first step. The constitution registered with the CAC contains specific clauses regarding:

   • The number of trustees required.
   • Eligibility criteria for trustees (e.g., age, profession, membership status).
   • Procedures for the appointment and removal of trustees.
   • Quorum requirements for meetings where such decisions are made.
   • Notice periods for meetings.
   Ensure that any proposed changes align with these provisions. If the constitution is silent or contradictory, legal advice should be sought to determine the best course of action, which might include amending the constitution first.

2. Identify and Select New Trustees:

   Carefully select the new individuals who will serve as trustees. They should meet the eligibility criteria outlined in the constitution and possess the necessary commitment, integrity, and skills to advance the organisation's objectives. Ensure they are willing to serve and understand their responsibilities.

3. Obtain Consent from New Trustees:

   Each proposed new trustee must provide their written consent to serve. This is a mandatory document for the CAC application. They will also need to provide personal details and identification documents.

4. Plan the General Meeting:

   A meeting of the general members or the existing Board of Trustees (depending on what the constitution stipulates for trustee changes) must be convened. Ensure proper notice is given to all eligible attendees as per the constitution's requirements. This meeting will be where the resolution to change trustees is passed.

5. Financial and Operational Handover Planning:

   Changing all trustees means a complete change in leadership. Plan for a comprehensive handover of financial records, operational procedures, assets, and liabilities. This ensures that the organisation's activities continue without disruption during and after the transition.

Step-by-Step Guide to Changing All Trustees with CAC

The process of changing all trustees of an Incorporated Trustees organisation with the CAC involves several distinct stages, each requiring meticulous attention to detail. This guide breaks down the process into actionable steps.

Step 1: Convene a Meeting of Members/Board of Trustees

The first formal step is to convene a meeting of the organisation's members or the existing Board of Trustees, depending on what the constitution empowers to make such decisions. For significant changes like replacing all trustees, it is often a General Meeting of all members.

1. Issue Meeting Notice:

   Send out formal notices of the meeting to all eligible members or trustees, adhering strictly to the notice period specified in the organisation's constitution (e.g., 14 or 21 days' notice). The notice should clearly state the purpose of the meeting, which is to consider and approve the change of all trustees.

2. Hold the Meeting:

   Ensure that the meeting is properly constituted with the required quorum present, as stipulated by the constitution. The meeting should deliberate on the proposed changes, discuss the reasons for replacing all existing trustees, and introduce the proposed new trustees.

Step 2: Pass a Special Resolution

During the meeting, a special resolution must be passed to effect the change of trustees. A special resolution typically requires a supermajority vote (e.g., two-thirds or three-quarters of members present and voting) as defined in the constitution or CAMA 2020.

1. Draft the Resolution:

   The resolution should clearly state:

   • The names of all existing trustees to be removed.
   • The names of all new trustees to be appointed.
   • That the organisation approves the simultaneous removal of all current trustees and the appointment of all new trustees.

2. Record Minutes:

   Accurate and detailed minutes of the meeting must be taken. These minutes should reflect the discussions, the proposal of the resolution, the voting process, and the final approval of the special resolution. The minutes must be signed by the Chairman and Secretary of the meeting.

Step 3: Prepare the Application Documents

Once the special resolution is passed, gather and prepare all the necessary documents for submission to the CAC. This is a critical stage where any missing or incorrect document can lead to rejection or delays.

Refer to the 'Detailed Document Checklist' table below for a comprehensive list.

Step 4: Public Notice (Newspaper Publication)

CAMA 2020 mandates that a notice of the proposed change of trustees must be published in two national newspapers. This serves to inform the public and allows for any objections to be raised.

1. Draft the Advertisement:

   The notice should clearly state:

   • The name of the Incorporated Trustees organisation.
   • That the organisation intends to change all its existing trustees.
   • The names of the trustees being removed.
   • The names of the new trustees being appointed.
   • A statement inviting objections from the general public within 28 days of the publication date.

2. Publish in Newspapers:

   Place the advertisement in two daily newspapers widely circulated in Nigeria. Keep copies of these newspaper publications, as they are mandatory for submission to the CAC.

3. Wait for Objection Period:

   You must wait for the statutory 28-day objection period to elapse from the date of the last newspaper publication before submitting the application to the CAC. If any valid objections are raised, they must be addressed before proceeding.

Step 5: Submission to CAC

After the 28-day objection period has passed without valid objections, or after any objections have been satisfactorily resolved, you can proceed to submit the compiled documents to the CAC.

1. Online Filing:

   Currently, most CAC filings are done online through their company registration portal. You will need to create an account (if you don't have one) and fill out the appropriate forms for change of trustees.

2. Upload Documents:

   Scan and upload all required documents (as detailed in the checklist) to the CAC portal. Ensure all documents are clear, legible, and correctly named.

3. Pay Filing Fees:

   Pay the prescribed filing fees to the CAC. These fees can be paid online through the portal. Refer to the 'CAC Filing Fees and Other Charges' table below.

4. Submit Application:

   Once all forms are completed, documents uploaded, and fees paid, submit the application electronically.

Step 6: CAC Review and Approval

Upon submission, the CAC will review your application. This process involves checking for compliance with CAMA 2020, verifying the authenticity of the documents, and ensuring all procedures have been followed correctly.

• Query Resolution: The CAC may raise queries if there are discrepancies, missing information, or issues with the documents. You will need to address these queries promptly through the portal.
• Approval: If the application is satisfactory, the CAC will approve the change.

Step 7: Issuance of Certificate

Once approved, the CAC will issue an updated Certificate of Incorporation for the Incorporated Trustees organisation, reflecting the change in the Board of Trustees. This new certificate is proof that the change has been legally recognised.

Detailed Document Checklist for Changing All Trustees

This table provides a comprehensive list of documents typically required by the CAC for changing all trustees of an Incorporated Trustees organisation.

CAC Filing Fees and Other Charges

The cost associated with changing all trustees can vary slightly depending on whether you use a consultant and the specific charges applied by the CAC at the time of filing. It's always advisable to confirm the current fees directly with the CAC or your legal/consultancy firm.

Potential Challenges and How to Avoid Them

Changing all trustees is a significant undertaking, and several challenges can arise. Being aware of these can help your organisation navigate the process more smoothly.

• Incomplete or Incorrect Documentation:

  Challenge: This is the most common reason for CAC queries and delays. Missing a document, incorrect formatting, or errors in names/details can halt the process. Solution: Use a detailed checklist (like the one provided above) and double-check every document before submission. Consider engaging a professional to review all paperwork.

• Failure to Adhere to Constitutional Provisions:

  Challenge: Not following the organisation's own constitution regarding notice periods, quorum for meetings, or voting thresholds can invalidate the resolution. Solution: Thoroughly review the constitution before any meeting. If unsure, seek legal interpretation.

• Issues with Newspaper Publication:

  Challenge: Incorrect content in the public notice, publishing in non-national newspapers, or failure to wait for the 28-day objection period. Solution: Ensure the advertisement content is precise and includes all mandatory information. Publish in widely recognized national dailies and meticulously track the 28-day period.

• Objections from the Public:

  Challenge: While rare, legitimate objections from the public during the 28-day period can complicate the process. Solution: Ensure transparency in the trustee selection process. If an objection arises, address it promptly and legally. This might require legal counsel.

• CAC Portal Glitches or Delays:

  Challenge: Technical issues with the CAC online portal or general processing backlogs can cause delays. Solution: Start the process well in advance of any critical deadlines. Keep digital copies of all submissions and payment receipts for reference. Regularly follow up on the application status.

• Lack of Consensus Among Members:

  Challenge: Disagreements or lack of unanimous support for the proposed new trustees can lead to internal conflicts and hinder the passing of the special resolution. Solution: Engage in thorough communication and consultation with members well before the general meeting. Build consensus and address concerns proactively.

The Importance of Professional Guidance

Given the complexity, strict legal requirements, and potential pitfalls involved in changing all trustees of an Incorporated Trustees organisation, engaging professional consultants like BusinessHelp CONSULT cannot be overemphasised. A legal practitioner or corporate consultant specialising in CAC matters brings invaluable expertise to the table.

Professionals can:

• Provide accurate interpretation of CAMA 2020 and your organisation's constitution.
• Ensure all documentation is correctly prepared and submitted.
• Handle newspaper publications and manage the objection period.
• Navigate the CAC portal efficiently and respond to queries.
• Offer strategic advice to avoid common pitfalls and ensure compliance.
• Save your organisation significant time, effort, and potential costs associated with errors or delays.

By leveraging professional expertise, your organisation can ensure a seamless, legally compliant, and successful transition of its entire Board of Trustees.

Conclusion

Changing all trustees of an Incorporated Trustees organisation is a significant administrative and legal undertaking that demands precision and strict adherence to the Companies and Allied Matters Act (CAMA) 2020 and the organisation's own constitution. From convening the appropriate meetings and passing special resolutions to preparing detailed documentation and navigating the CAC filing process, each step is critical.

While the process may seem daunting, a clear understanding of the requirements, meticulous preparation, and adherence to the outlined steps can ensure a smooth transition. Remember to review your constitution thoroughly, select new trustees carefully, and pay close attention to the public notice requirements. For optimal efficiency and to mitigate risks, consider engaging experienced corporate consultants like BusinessHelp CONSULT. This proactive approach will safeguard your organisation's legal standing and ensure its continued operation under new, capable leadership.