How to Change the Trustees of a Registered Foundation with CAC - A Comprehensive Guide for 2026

Introduction: Navigating Trustee Changes for Your Foundation in Nigeria

Welcome to BusinessHelp.com.ng, your trusted partner for navigating corporate compliance in Nigeria. If you are involved with a registered foundation, charity, or non-governmental organisation (NGO) in Nigeria, you understand the critical role that trustees play. These individuals are the custodians of your organisation's vision, assets, and mission. However, just like any dynamic entity, circumstances may arise that necessitate a change in the board of trustees.

Changing the trustees of a registered foundation in Nigeria is a formal process governed by the Corporate Affairs Commission (CAC) under the Companies and Allied Matters Act (CAMA) 2020. It's not simply a matter of replacing names; it involves a meticulous procedure to ensure legal compliance, transparency, and the continued integrity of your foundation.

This comprehensive guide is designed to walk you through every step of changing trustees, whether due to resignation, death, removal, or the appointment of new members. Our goal is to demystify the process, providing clear, accessible information that empowers you to handle these changes effectively and legally, ensuring your foundation continues to operate smoothly and within the ambit of Nigerian law.

Understanding Trustees and Their Pivotal Role

Before delving into the 'how-to', it's important to reaffirm who trustees are and why their position is so significant within a foundation.

Who Exactly are Trustees?

• Trustees are individuals appointed to manage the affairs, assets, and liabilities of a not-for-profit organisation (like a foundation, church, mosque, club, or NGO) registered under Part C of CAMA 2020 (now Part F of CAMA 2020).
• They hold the organisation's property in trust for the benefit of its members or the public, depending on the foundation's objectives.
• Unlike directors in a profit-making company, trustees are often volunteers and are primarily driven by the foundation's charitable or benevolent objectives, not personal gain.

Key Responsibilities of Trustees

The role of a trustee carries significant legal and ethical responsibilities. These include:

• Fiduciary Duty: Trustees must act in the best interest of the foundation and its beneficiaries, always.
• Compliance: Ensuring the foundation complies with its governing document (constitution), CAMA 2020, and other relevant laws and regulations.
• Financial Oversight: Safeguarding the foundation's assets, ensuring proper financial management, and maintaining accurate records.
• Strategic Direction: Guiding the foundation towards achieving its stated aims and objectives.
• Accountability: Being accountable to the CAC, members of the foundation, and the public for their actions and decisions.

Common Reasons for Changing Trustees

Changes in the board of trustees are a natural part of a foundation's lifecycle. Here are some of the most common reasons why a foundation might need to change its trustees:

• Death of a Trustee: An unfortunate but inevitable reason. The foundation must replace deceased trustees to maintain its operational capacity and meet statutory requirements for minimum number of trustees.
• Resignation: A trustee may choose to resign due to personal reasons, health issues, relocation, or simply a desire to step down.
• Removal of a Trustee: In cases of misconduct, conflict of interest, incapacity (mental or physical), or failure to uphold their duties, a trustee may be removed by the other trustees or members, as stipulated in the foundation's constitution.
• Term Expiry: Some foundations' constitutions specify term limits for trustees, necessitating changes when terms expire.
• Expansion or Restructuring: As a foundation grows or shifts its strategic focus, it might require trustees with specific expertise (e.g., legal, financial, programmatic) to better serve its evolving needs.
• Retirement: Trustees, especially those who have served for many years, may choose to retire from their roles.
• Inability to Perform Duties: Long-term illness, absence from the country, or other circumstances that prevent a trustee from fulfilling their responsibilities.

Legal Framework: CAMA 2020 and Your Foundation's Constitution

The entire process of changing trustees is primarily governed by the Companies and Allied Matters Act (CAMA) 2020, specifically the provisions relating to Incorporated Trustees (Part F, formerly Part C). Additionally, your foundation's own constitution (the governing document submitted to CAC during registration) plays an equally vital role.

The Primacy of Your Constitution

Your foundation's constitution is the internal rulebook. It outlines:

• The minimum and maximum number of trustees.
• The procedure for appointing new trustees.
• The grounds and procedure for removing existing trustees.
• Quorum requirements for meetings where such decisions are made.
• Notice periods for meetings.

It is absolutely crucial to consult your foundation's constitution first. Any change to trustees must align with the procedures laid out in this document, as long as they do not contradict CAMA 2020.

Step-by-Step Guide: How to Change Trustees of a Registered Foundation with CAC

This section provides a detailed, step-by-step guide to help you navigate the process of changing trustees with the Corporate Affairs Commission.

Step 1: Review Your Foundation's Constitution

As highlighted earlier, this is your starting point. Carefully read through the sections of your constitution that deal with:

1. Appointment of Trustees: Who has the power to appoint? What are the eligibility criteria?
2. Removal of Trustees: What are the grounds for removal? What is the procedure for removal?
3. Quorum: How many trustees/members must be present for a valid meeting?
4. Notice Period: How much notice must be given before a meeting where such significant decisions are made?

Understanding these provisions will ensure that all subsequent actions are legally sound and prevent potential disputes or CAC queries.

Step 2: Convene a Formal Board/General Meeting

All trustee changes must be formally approved by the foundation. This typically happens at a properly convened meeting of the trustees or the general body of members, depending on what your constitution specifies.

1. Issue Proper Notice: Send out meeting notices to all relevant parties (existing trustees, members) within the timeframe specified by your constitution. The notice must clearly state the purpose of the meeting, i.e., to discuss and approve the change(s) in trustees.
2. Hold the Meeting: Ensure the meeting achieves the required quorum.
3. Pass Resolutions: During the meeting, resolutions must be formally passed to:
   • Approve the resignation or removal of existing trustee(s) (if applicable).
   • Appoint new trustee(s) (if applicable).
   • Authorise specific individuals (e.g., the Chairman or Secretary) to take all necessary steps to effect the changes with CAC.
4. Record Detailed Minutes: The minutes of this meeting are a crucial document. They must clearly state:
   • Date, time, and venue of the meeting.
   • Attendees and absentees.
   • Confirmation of quorum.
   • The resolutions passed, including the full names of trustees being appointed or removed.
   • Signatures of the Chairman and Secretary of the meeting.

Step 3: Prepare Necessary Documents

Gathering the correct documentation is vital for a smooth application process. Here’s a list of typical documents required:

1. Application Letter: A formal letter addressed to the Registrar-General of the Corporate Affairs Commission, stating the purpose of the application (change of trustees) and listing the names of trustees being removed/appointed.
2. Minutes of Meeting: Certified true copy of the minutes from the meeting where the changes were approved.
3. Statutory Declaration by New Trustee(s) (Form CAC/IT.1): Each new trustee must complete and swear to this declaration before a Commissioner for Oaths or a Notary Public. This form confirms their eligibility to serve as a trustee.
4. Trustee Acceptance Form: A formal letter or form signed by each new trustee, indicating their acceptance of the appointment.
5. Trustee Consent Form: Similar to the acceptance form, confirming their willingness to serve.
6. Evidence of Identification: For each new trustee, provide a clear copy of a valid means of identification (e.g., National Identity Card/Slip, Driver's License, International Passport).
7. Passport Photographs: Two recent passport-sized photographs for each new trustee.
8. Statement of Affairs (for Removal): If a trustee is being removed due to misconduct or other serious reasons, CAC may require a statement detailing the circumstances.
9. Original Certificate of Incorporation: This is often required for endorsement by the CAC after the changes are approved.
10. Public Notice (Newspaper Publication): This is a mandatory step, discussed in detail below.
11. Bank Draft/Proof of Payment: For the prescribed CAC filing fees.

Step 4: Publication in National Newspapers

This is a critical and often overlooked step. CAMA 2020 requires that notice of proposed changes to trustees be published in at least two national daily newspapers.

1. Content of Publication: The notice must clearly state:
   • The name of the registered foundation.
   • The full names of the trustees being removed/resigning.
   • The full names of the proposed new trustees.
   • The intention to apply to the CAC for the change.
   • An invitation for objections from the public within 28 days of the publication date.
2. Publication Period: The notice must appear in two national newspapers.
3. Waiting Period: You must wait for a minimum of 28 days from the date of the last publication to allow for any public objections. Keep copies of the newspapers as proof of publication.

Step 5: File Application with CAC

Once all documents are prepared and the 28-day public notice period has elapsed without valid objections, you can proceed to file your application with the CAC.

1. Online Filing: The CAC now primarily operates an online registration and filing system. You will need to log in to your foundation's profile on the CAC portal.
2. Complete the Application Form: Fill out the relevant online form for 'Change of Trustees' or 'Amendment of Constitution' (if the change also involves amending the constitution).
3. Upload Documents: Scan and upload all the prepared documents (minutes, statutory declarations, IDs, newspaper publications, etc.) as required by the online portal. Ensure all uploaded documents are clear and legible.
4. Pay Prescribed Fees: Pay the necessary filing fees through the CAC portal. The fees vary depending on the nature and number of changes.
5. Submit Application: Review all entered information and uploaded documents before finally submitting the application.

Step 6: CAC Review and Approval

After submission, the CAC will review your application. This process involves:

1. Pre-submission Query: If there are any discrepancies or missing information, the CAC may raise a query on your application. You will need to address these queries promptly and re-submit.
2. Approval: If satisfied that all requirements have been met, the CAC will approve the changes.
3. Issuance of New Certificate/Endorsement: The CAC will then issue a new certificate of incorporation reflecting the updated list of trustees or endorse the original certificate with the amendments.

Step 7: Update Foundation Records and Stakeholders

Upon successful registration of the changes with CAC, it's essential to update all internal and external records.

• Internal Records: Update your foundation's register of trustees, minutes books, and other internal documents.
• Bank Accounts: Notify your bank(s) of the change in trustees and update authorised signatories as needed. This is critical for maintaining financial control.
• Other Regulatory Bodies: If your foundation is regulated by other government agencies (e.g., Ministry of Women Affairs, Ministry of Health), inform them of the changes.
• Partners and Donors: Communicate the changes to key partners, donors, and other stakeholders as appropriate.

Required Documents Checklist for Trustee Changes

To ensure you have everything in order, here's a handy checklist of documents typically required by the CAC for changing trustees:

Common Pitfalls and How to Avoid Them

While the process is clear, several common mistakes can lead to delays or rejection of your application:

• Ignoring the Constitution: Failing to follow the specific procedures for trustee changes outlined in your foundation's constitution. Always refer to it first.
• Incomplete or Incorrect Documentation: Missing documents, unsigned forms, or errors in names/details on forms are frequent causes of CAC queries. Double-check everything.
• Skipping Newspaper Publication: This is a mandatory statutory requirement. Omitting it will lead to outright rejection.
• Failure to Observe the 28-Day Objection Period: Submitting your application before the 28 days from newspaper publication have elapsed will result in a query.
• Lack of Proper Resolutions: Minutes that are unclear, lack proper signatory, or don't explicitly state the resolutions for change will be rejected.
• Delay in Filing: While there isn't a strict penalty for late filing of trustee changes, it's best to process them promptly to ensure your foundation's records are always up-to-date and compliant.
• Ineligible Trustees: Appointing individuals who do not meet the eligibility criteria for trustees under CAMA 2020 (e.g., persons of unsound mind, undischarged bankrupts).

Estimated Fees and Timelines

The total cost and time for changing trustees can vary based on several factors:

• CAC Filing Fees: These are statutory fees prescribed by the Corporate Affairs Commission, which change periodically. They depend on the number of trustees being added or removed.
• Newspaper Publication Costs: The cost of publishing in two national dailies varies between media houses.
• Professional Fees: If you engage a consultant or legal practitioner, their fees will be an additional cost.

Timeline:

• Internal Process (Meeting, Document Prep): 1-2 weeks, depending on coordination.
• Newspaper Publication and Waiting Period: Minimum 28 days.
• CAC Processing: Once submitted, CAC processing can take anywhere from 2 to 6 weeks, sometimes longer, especially if queries are raised.

It is advisable to budget at least 2-3 months for the entire process, from initial decision to final CAC approval.

Engaging a Professional Consultant: BusinessHelp CONSULT

While this guide provides a detailed roadmap, the process of changing trustees can be intricate and time-consuming, especially for those unfamiliar with CAC procedures and legal nuances. This is where professional consultants like BusinessHelp CONSULT come in.

Benefits of Engaging a Consultant:

• Expertise: Our team possesses in-depth knowledge of CAMA 2020 and CAC requirements, ensuring your application is compliant.
• Efficiency: We streamline the process, prepare all necessary documents accurately, and manage the filing and follow-up with CAC, saving you valuable time.
• Error Reduction: Professional guidance minimises the risk of errors, queries, and rejections, leading to a smoother and faster approval process.
• Peace of Mind: You can focus on your foundation's core mission, knowing that your compliance matters are in capable hands.

Whether you need assistance with document preparation, navigating the online portal, or handling CAC queries, BusinessHelp CONSULT is here to provide reliable and efficient support.

Conclusion: Upholding Good Governance

Changing the trustees of your registered foundation is a significant governance matter that requires careful attention to detail and strict adherence to legal procedures. By following the steps outlined in this guide and understanding the underlying requirements of CAMA 2020 and your foundation's constitution, you can ensure a smooth and successful transition.

Maintaining an updated and compliant board of trustees is fundamental to the integrity, credibility, and continued operation of your foundation. It demonstrates good governance, fosters trust among your stakeholders, and ensures your organisation remains a legitimate and effective vehicle for achieving its benevolent objectives in Nigeria. For further assistance or clarification, do not hesitate to reach out to BusinessHelp CONSULT – we are always here to help you navigate the complexities of corporate compliance in Nigeria.