How to Update the List of Trustees of an Incorporated Trustees Organisation with CAC - A Comprehensive Guide for Nigerian Non-Profits

Introduction: Navigating Trustee Updates for Incorporated Trustees in Nigeria

As a registered Incorporated Trustees (IT) organisation in Nigeria, maintaining accurate and up-to-date records with the Corporate Affairs Commission (CAC) is not just a regulatory formality; it is a cornerstone of good governance, legal compliance, and operational integrity. Whether your organisation is a church, mosque, charity, non-governmental organisation (NGO), club, or association, the individuals who serve as your Trustees hold significant legal and fiduciary responsibilities.

Over time, changes in the composition of your Board of Trustees are inevitable. Trustees may resign, pass away, be removed due due to incapacity or misconduct, or new members may be appointed to strengthen the organisation's leadership. When such changes occur, it is imperative to formally update these details with the CAC. Failure to do so can lead to legal complications, hinder your organisation's ability to conduct official business, or even result in penalties.

This comprehensive guide, brought to you by BusinessHelp CONSULT, is designed to walk you through every step of the process of updating the list of Trustees of your Incorporated Trustees organisation with the CAC. We will break down the requirements, procedures, and best practices in clear, accessible Nigerian English, ensuring that even a small business owner or a local NGO administrator can follow along without feeling overwhelmed.

Understanding Incorporated Trustees and Their Significance

What is an Incorporated Trustee Organisation?

An Incorporated Trustee organisation is a legal entity registered under Part F of the Companies and Allied Matters Act (CAMA) 2020. Unlike companies, ITs are typically non-profit organisations established for the advancement of religion, education, literature, science, social welfare, sports, or other charitable purposes. They do not have shareholders but are managed by a Board of Trustees.

The Role of Trustees

Trustees are the legal custodians of the organisation's assets and are responsible for its overall governance and strategic direction. They hold the property of the organisation in trust for its members and beneficiaries, ensuring that the organisation operates in line with its stated objectives and constitution. Their integrity and commitment are vital to the success and credibility of the organisation.

Why Update Your List of Trustees? The Imperative for Compliance and Good Governance

Updating your list of Trustees with the CAC is not merely a bureaucratic hurdle; it is a critical practice for several reasons:

• Legal Compliance: The Companies and Allied Matters Act (CAMA) 2020 mandates that all changes to the composition of an Incorporated Trustees organisation be reported to the CAC within a specified timeframe. Non-compliance can lead to fines, penalties, or even the de-registration of the organisation.
• Good Governance and Transparency: An updated list of Trustees reflects the true leadership structure of your organisation, promoting transparency and accountability to members, beneficiaries, donors, and the general public.
• Operational Continuity: In situations where a Trustee resigns or passes away, having an updated record ensures that the organisation can continue to function smoothly, with clear legal authority vested in the remaining or newly appointed Trustees.
• Asset Protection: Trustees are custodians of the organisation's property. An accurate list ensures that the legal ownership and control of assets are always clear, protecting them from potential disputes or misuse.
• Access to Funding and Partnerships: Many funding bodies, international partners, and government agencies require proof of current and valid registration details, including the list of Trustees, before engaging with an organisation.
• Maintaining Public Trust: Regular updates demonstrate that your organisation is well-managed and adheres to regulatory standards, enhancing its reputation and public trust.

Common Scenarios Requiring Trustee Updates

Several situations necessitate an update to your organisation's list of Trustees:

• Death of a Trustee: This is an unfortunate but common occurrence. The deceased Trustee must be formally removed from the CAC records.
• Resignation of a Trustee: A Trustee may choose to step down due to personal reasons, health issues, or other commitments. Their resignation must be officially recorded.
• Removal of a Trustee: A Trustee may be removed by a resolution of the Board or members due to misconduct, incapacity, or prolonged absence, in line with the organisation's constitution.
• Appointment of New Trustees: As organisations grow or as part of succession planning, new individuals may be appointed to the Board of Trustees to bring fresh perspectives, skills, or to fill vacant positions.

Key Documents Required for Trustee Update

The specific documents required will depend on the nature of the change (appointment, resignation, death, or removal). However, there are general documents and some specific ones. It is crucial to have all these prepared accurately.

General Documents Applicable to Most Updates:

• A copy of the organisation's Certificate of Incorporation.
• A copy of the organisation's Constitution (Memorandum and Articles of Association for companies).
• Passport photographs of all existing and proposed new Trustees (usually two each).
• Means of identification for all Trustees (National ID Card, Driver's License, International Passport, or Voter's Card).
• Address of the registered office of the organisation.
• Official email address and phone number of the organisation.

Specific Documents Based on Scenario:

Step-by-Step Guide: The Process of Updating Trustees with CAC

The process involves several stages, from internal decision-making to external filing with the CAC. Following these steps diligently will ensure a smooth update.

Step 1: Convene a Meeting of the Organisation

The first and most critical step is for the organisation to formally decide on the proposed changes. This usually involves:

1. Board of Trustees Meeting: The existing Board of Trustees should hold a meeting to discuss and approve the proposed changes. This includes reviewing resignation letters, acknowledging deaths, proposing removals, or nominating new Trustees.
2. General Meeting (if applicable): Depending on your organisation's constitution, a general meeting of members might be required to ratify the Board's decisions, especially for the appointment or removal of Trustees.
3. Pass Resolutions: At the meeting(s), formal resolutions must be passed, clearly stating the decision to appoint, remove, or acknowledge the cessation of specific Trustees. These resolutions must be properly recorded in the minutes.

Step 2: Prepare the Necessary Documents

Based on the decisions made in Step 1, gather and prepare all the required documents as outlined in the table above. Ensure all forms are correctly filled, signed, and dated. Pay particular attention to:

• Minutes of Meeting: These must be detailed, showing attendance, discussions, and resolutions passed. They should be signed by the Chairman and Secretary of the meeting.
• Special Resolution: This is a formal document extracted from the minutes, specifically stating the changes to the Trustees. It must be signed by at least two Trustees or the Chairman and Secretary.
• New Trustee Details: For new appointments, ensure you have two passport photographs, a valid means of identification, and completed Trustee's Declaration (CAC/IT/1) and Consent to Act forms for each new Trustee.
• Referee Statements: Each new Trustee typically requires two referee statements from credible individuals (e.g., legal practitioners, chartered accountants, clergymen) attesting to their character.

Step 3: Public Notice (Newspaper Advertisement)

For the appointment or removal of Trustees, the CAC usually requires a public notice. This involves:

1. Advertisement in Two National Dailies: An announcement must be placed in two widely circulated national newspapers.
2. Content of Advertisement: The advertisement must clearly state the name of the organisation, the intention to appoint or remove Trustees, and the names of the affected individuals. It should also invite objections from the public within a specified period (typically 28 days) from the date of publication.
3. Waiting Period: You must observe the 28-day waiting period from the date of the last newspaper publication before proceeding with the online filing. Keep copies of the newspaper pages as proof.

Step 4: Online Filing on the CAC Portal

The CAC has digitised most of its services. This step involves submitting your application through their online portal:

1. Log in to the CAC Portal: Ensure your organisation's profile is linked to a user account on the CAC online portal (www.cac.gov.ng). If not, you may need to register an account and link the entity.
2. Navigate to Post-Incorporation: Select the 'Post-Incorporation' services option.
3. Choose 'Change of Trustees': Locate and select the appropriate service for 'Change of Trustees' for an Incorporated Trustee.
4. Fill the Forms: You will be required to fill out online forms, such as CAC/IT/5 (for appointment of new Trustees) and CAC/IT/6 (for cessation of Trustees), providing details of the changes.
5. Upload Documents: Carefully scan and upload all the prepared documents (resolutions, minutes, newspaper publications, identity documents, passport photographs, death certificates, etc.) as required by the portal. Ensure clarity and correct file formats.
6. Pay Prescribed Fees: The system will generate a remita retrieval reference (RRR) for payment of the official CAC filing fees. Make the payment online or at a bank.
7. Submit Application: After payment and uploading all documents, submit your application.

Step 5: Review by CAC

Once submitted, your application will undergo review by CAC officials:

• Pre-Approval: The application is first checked for completeness and initial compliance.
• Query Stage: If there are any discrepancies, missing documents, or errors, the CAC will raise a query on your application. You will receive a notification and must address these queries promptly by re-uploading corrected documents or providing additional information.
• Final Approval: Once all checks are satisfied, the application will be approved.

Step 6: Approval and Issuance of New Certificate/Status

Upon final approval:

• Issuance of New Certificate: For significant changes like the appointment of new Trustees, the CAC may issue a new Certificate of Incorporation reflecting the updated list of Trustees.
• Updated Status: In some cases, particularly for simple cessations, the CAC portal simply updates the organisation's official records, and you can download an updated CTC of your Certificate of Incorporation or an extract of the register showing the current Trustees.
• Download Documents: You will be able to download the approved documents from your CAC portal dashboard.

Important Considerations and Best Practices

• Consult Your Organisation's Constitution: Always refer to your organisation's constitution for specific provisions regarding the appointment, removal, or resignation of Trustees. The constitution is the supreme governing document for your IT.
• Seek Professional Guidance: The process can be intricate, especially with document preparation and online filing. Engaging a professional consultant, such as BusinessHelp CONSULT, can save you time, prevent errors, and ensure compliance.
• Timeliness: Do not delay in reporting changes. CAMA 2020 specifies penalties for late filings.
• Accuracy is Key: Ensure all names, addresses, identification numbers, and dates are accurate across all documents. Discrepancies can lead to queries and delays.
• Maintain Meticulous Records: Keep physical and digital copies of all resolutions, minutes, newspaper publications, CAC receipts, and approved documents.
• Understand the 28-Day Public Notice: This period is mandatory for appointments and removals, allowing for public objections. Do not attempt to bypass it.
• CAC Portal Navigation: The CAC portal can sometimes be challenging to navigate. Familiarise yourself with it or seek assistance.

Fees and Charges

The Corporate Affairs Commission charges official fees for processing applications for the change of Trustees. These fees are subject to change by the CAC. In addition to CAC fees, there may be costs associated with newspaper publications and professional service charges if you engage a consultant. It is advisable to budget for these expenses.

Conclusion

Updating the list of Trustees for your Incorporated Trustees organisation with the CAC is a fundamental aspect of regulatory compliance and effective governance in Nigeria. By diligently following the steps outlined in this guide and paying close attention to detail, your organisation can ensure its legal standing, maintain transparency, and continue to operate smoothly in pursuit of its noble objectives.

At BusinessHelp CONSULT, we are committed to assisting Nigerian non-profits and associations in navigating these essential regulatory requirements. Should you require further clarification or professional support in processing your Trustee updates, do not hesitate to reach out to us. We are here to help your organisation thrive.