How to Prepare a Declaration of Eligibility for a Proposed Trustee When Required - Your Complete 2026 Guide to CAC Compliance

Understanding the Declaration of Eligibility for Proposed Trustees

Welcome to BusinessHelp CONSULT, your trusted partner for navigating the intricacies of corporate compliance in Nigeria. Today, we're diving deep into a crucial document often required by the Corporate Affairs Commission (CAC) when incorporating or making changes to an Incorporated Trustee: the Declaration of Eligibility for a Proposed Trustee.

In simple terms, a Declaration of Eligibility is a formal, sworn statement confirming that an individual nominated to act as a trustee for an organization meets all the legal and ethical requirements set out by Nigerian law. It's not just a piece of paper; it's a foundational document that ensures the integrity and proper governance of non-profit organizations, religious bodies, associations, and other entities registered under Part F of the Companies and Allied Matters Act (CAMA) 2020.

The CAC places significant importance on this declaration because trustees hold assets and manage affairs on behalf of the organization and its beneficiaries. Therefore, they must be individuals of proven integrity, sound mind, and without any legal impediments that could compromise their duties. For any small business owner or leader of an association looking to register or update their trustee details, understanding how to prepare this declaration correctly is paramount to avoiding delays and ensuring compliance.

The Legal Framework: CAMA 2020 and Incorporated Trustees

The legal basis for the Declaration of Eligibility, and indeed for all matters concerning Incorporated Trustees, is the Companies and Allied Matters Act (CAMA) 2020. Specifically, Part F of CAMA 2020 deals with "Incorporated Trustees." This part outlines the requirements for registering non-governmental organizations (NGOs), churches, mosques, charities, clubs, and other associations that are not primarily for profit.

Under CAMA 2020, for an organization to be registered as an Incorporated Trustee, it must appoint individuals (trustees) who will legally hold its property and manage its affairs. The law is very clear about who can and cannot be a trustee, and the Declaration of Eligibility serves as the trustee's solemn promise that they meet these criteria. Ignoring these provisions can lead to the rejection of your application by the CAC, causing unnecessary delays and frustration.

Who is a Trustee and What are Their Responsibilities?

Before preparing the declaration, it's essential to grasp the role of a trustee. A trustee, in the context of an Incorporated Trustee, is an individual entrusted with holding property (assets, funds, etc.) for the benefit of the organization's members or for achieving its stated objectives. They are the legal custodians of the organization's interests.

Key Responsibilities of a Trustee:

• Stewardship: To manage the organization's assets and resources responsibly, ensuring they are used solely for the purposes for which the organization was established.
• Fiduciary Duty: To act in the utmost good faith and in the best interests of the organization at all times, avoiding conflicts of interest.
• Compliance: To ensure the organization complies with its constitution, CAMA 2020, and all other relevant laws and regulations.
• Financial Oversight: To oversee the financial management of the organization, ensuring proper accounts are kept and audited as required.
• Decision-Making: To participate in key decisions that affect the organization's operations, strategic direction, and future.

Given these weighty responsibilities, the CAC insists on a rigorous process to ensure only qualified and trustworthy individuals are appointed to such positions.

When is a Declaration of Eligibility Required?

Understanding the specific scenarios where this declaration becomes necessary is crucial for timely compliance. Here are the common situations:

1. Initial Registration of an Incorporated Trustee: When you are first applying to the CAC to register your church, mosque, NGO, club, or association as an Incorporated Trustee, each proposed trustee must submit a Declaration of Eligibility.
2. Appointment of New Trustees: If, after your organization has been incorporated, you decide to appoint new trustees (e.g., due to growth, expansion, or a need for diverse expertise), each newly proposed trustee will need to provide this declaration.
3. Replacement of Existing Trustees: When an existing trustee resigns, passes away, or is removed from office, and a new individual is nominated to take their place, the incoming trustee must submit a Declaration of Eligibility as part of the change of trusteeship process.
4. CAC Request: In some instances, the CAC may specifically request a Declaration of Eligibility for existing trustees during compliance checks or investigations, especially if there are concerns about a trustee's fitness to hold office.

Key Eligibility Criteria for a Proposed Trustee

The core of the Declaration of Eligibility lies in affirming that the proposed trustee meets specific criteria and does not fall under any disqualifying factors. These criteria are enshrined in CAMA 2020 and are non-negotiable.

Positive Eligibility Requirements:

A proposed trustee must affirm that they meet the following conditions:

• Age Requirement: The individual must be at least eighteen (18) years of age. Minors are not permitted to be trustees.
• Sound Mind: The person must be of sound mind, meaning they have the mental capacity to understand the nature of their duties and make rational decisions. They must not have been found by a court to be of unsound mind.
• Not an Undischarged Bankrupt: The individual must not be an undischarged bankrupt. This means they should not have been declared bankrupt and still be undergoing bankruptcy proceedings or owe creditors without a formal discharge.
• No Conviction for Fraud or Dishonesty: They must not have been convicted of any offence involving fraud or dishonesty within a period of ten (10) years immediately preceding the date of their proposed appointment. This is a critical integrity check.
• No Conviction for Felony: They must not have been convicted of any felony within a period of ten (10) years immediately preceding the date of their proposed appointment.
• Not Disqualified by CAMA or Other Law: The individual must not be disqualified from being a trustee by virtue of any provision of CAMA 2020 or any other enactment in force in Nigeria.
• Of Good Character and Integrity: While not always explicitly stated in the declaration, it's an underlying expectation. The individual's character should align with the ethical demands of trusteeship.
• Commitment to the Organization's Aims: They should be genuinely committed to promoting the aims and objectives for which the organization is established.

Disqualifying Factors (What Makes Someone Ineligible):

Conversely, a person is ineligible to be a trustee if any of the following apply:

• They are a minor (under 18 years of age).
• They are of unsound mind and have been so found by a court.
• They are an undischarged bankrupt.
• They have been convicted of an offence involving fraud or dishonesty within the last ten years.
• They have been convicted of any felony within the last ten years.
• They have been removed from office for misconduct (e.g., by a court or the CAC).
• They are declared insolvent.
• They are subject to a disqualification order made by a court under CAMA 2020.

It is the proposed trustee's responsibility to truthfully declare that none of these disqualifying factors apply to them.

Step-by-Step Guide: Preparing Your Declaration of Eligibility

Preparing this document doesn't have to be daunting. Follow these steps to ensure your declaration is accurate and compliant.

Step 1: Understand the Specific Requirements of Your Organization

Before you even think about drafting, review your organization's proposed constitution (for new registrations) or existing constitution (for changes). This document often specifies the number of trustees required (CAMA mandates a minimum of two), their tenure, and any additional internal eligibility criteria that might exist (e.g., membership duration, specific qualifications).

Step 2: Select Suitable Candidates

Beyond the legal requirements, choose individuals who genuinely embody the spirit of your organization. Consider their reputation, commitment, relevant experience, and willingness to dedicate time and effort to the trustee role. It's often wise to have a diverse group of trustees with varied skills.

Step 3: Gather Necessary Information and Documents

Once candidates are selected, collect all relevant personal details and documents from each proposed trustee. This information will be used to complete the declaration and for CAC's records. This is a crucial preparatory step.

• Full Names: As they appear on official identification.
• Residential Address: Current and verifiable.
• Occupation: Current profession or business.
• Phone Number and Email Address: For communication.
• Means of Identification: A clear copy of a valid government-issued ID (e.g., National Identity Card (NIN), International Passport, Driver's License, Permanent Voter's Card).
• Passport Photograph: Recent, clear, and passport-sized.
• Proof of Address: A utility bill (electricity, water, waste) issued within the last three months, showing the trustee's name and address.
• Consent Letter: A simple letter from the proposed trustee stating their willingness to serve.

Step 4: Draft the Declaration Document

The declaration itself is a formal statement. While the CAC portal often provides a template during the online application process, understanding its components is key. Here's what it typically includes:

1. Heading: Clearly state "DECLARATION OF ELIGIBILITY BY PROPOSED TRUSTEE" or similar.
2. Personal Particulars: The full name, address, occupation, and contact details of the proposed trustee.
3. Affirmation Statement: A clear statement where the proposed trustee declares under oath that they meet all the positive eligibility criteria and are not subject to any disqualifying factors. This usually involves explicitly stating:
   • "I am not less than eighteen (18) years of age."
   • "I am of sound mind."
   • "I am not an undischarged bankrupt."
   • "I have not been convicted of an offence involving fraud or dishonesty within a period of ten (10) years immediately preceding the date of this declaration."
   • "I have not been convicted of any felony within a period of ten (10) years immediately preceding the date of this declaration."
   • "I am not disqualified from being a trustee by virtue of any provision of the Companies and Allied Matters Act 2020 or any other enactment in force in Nigeria."
   • "I hereby consent to act as a Trustee for [Name of Organization]."
4. Signature and Date: The proposed trustee must sign and date the document.
5. Witness Details: Space for a witness (who is usually the Commissioner for Oaths or Notary Public) to sign and affix their stamp.

Step 5: Swearing an Affidavit (Notarization)

This is a critical legal step. The Declaration of Eligibility is not just a signed statement; it must be sworn as an affidavit. This means the proposed trustee must personally appear before a Commissioner for Oaths (usually found in courts) or a Notary Public. They will sign the document in the presence of this legal officer, who will then administer an oath (or affirmation) and affix their official stamp and signature. This process legally verifies the truthfulness of the declaration.

Step 6: Submission to the Corporate Affairs Commission (CAC)

Once sworn, the Declaration of Eligibility, along with all other required documents (e.g., application form, constitution, newspaper publications, minutes of meeting, passport photographs, IDs), is submitted to the CAC. For new registrations, this is part of the initial application. For changes, it forms part of the post-incorporation filing. The entire process is now largely done online through the CAC portal.

Essential Checklist for Your Declaration of Eligibility

To help you keep track, here is a comprehensive checklist for each proposed trustee's declaration:

Common Mistakes to Avoid When Preparing Your Declaration

Even with a clear guide, mistakes can happen. Being aware of these common pitfalls can save you time and prevent rejections:

• Incomplete Information: Failing to fill in all required fields accurately. Every blank space or inconsistent detail can lead to queries from CAC.
• Failing to Meet Age Requirements: Proposing someone who is not yet 18 years old.
• Ignoring Disqualifying Factors: Overlooking or misrepresenting any of the disqualifying conditions (e.g., a recent conviction, undischarged bankruptcy). This can have serious legal consequences beyond just application rejection.
• Not Properly Swearing the Affidavit: Submitting a declaration that is merely signed but not sworn before a Commissioner for Oaths or Notary Public. This is a fundamental requirement.
• Discrepancies in Names or Details: Ensuring the name on the declaration matches the name on the ID, and other details (address, occupation) are consistent across all submitted documents.
• Using Outdated Forms or Information: Always refer to the latest CAC guidelines and forms, as requirements can sometimes be updated.
• Late Submission: For changes in trustees, adhering to the statutory timelines for filing with the CAC is important to avoid penalties.
• Lack of Clarity: Using ambiguous language or failing to clearly state the affirmations required by law.

The Importance of Professional Guidance

While this guide provides a comprehensive overview, the process of incorporating an organization or making changes to its trustee board can still be complex, especially with the evolving nature of online submissions and CAC regulations.

Engaging a professional corporate consultant like BusinessHelp CONSULT can significantly streamline this process. We can help you:

• Ensure all eligibility criteria are met.
• Accurately draft the Declaration of Eligibility and other necessary documents.
• Guide you through the swearing of affidavits.
• Handle the online submission process with the CAC efficiently.
• Provide expert advice on any unique challenges or queries that may arise.

Our goal is to ensure your organization achieves full compliance with CAMA 2020, allowing you to focus on your core mission without administrative burdens.

Conclusion

The Declaration of Eligibility for a Proposed Trustee is more than just a compliance document; it's a testament to the integrity and good governance of your Incorporated Trustee. By carefully understanding the requirements, diligently preparing the necessary information, and meticulously following the step-by-step process, you can ensure a smooth and successful registration or change with the Corporate Affairs Commission.

Remember, the foundation of a strong organization lies in its leadership. By ensuring your trustees are legally eligible and ethically sound, you are building a resilient and trustworthy institution that can effectively serve its purpose in Nigeria.