Understanding Incorporated Trustees in Nigeria

Welcome to BusinessHelp.com.ng, your trusted partner for navigating the intricacies of corporate and non-profit registration in Nigeria. Today, we're diving deep into a crucial document for anyone looking to register an Incorporated Trustee: the Declaration of Consent. If you're planning to establish a non-governmental organization (NGO), a religious body, a charity, a community association, or any other non-profit entity that requires a corporate legal identity, then understanding the Declaration of Consent is absolutely essential.

What is an Incorporated Trustee?

In Nigeria, an Incorporated Trustee is a corporate body formed for the advancement of religion, education, literature, science, social welfare, sports, or for any other charitable or public purpose. It is registered under Part C of the Companies and Allied Matters Act (CAMA) 2020, by the Corporate Affairs Commission (CAC). The key benefit of incorporating trustees is that the body becomes a legal entity, separate from its individual members. This means it can:

  • Own property in its corporate name.
  • Sue and be sued in its corporate name.
  • Enter into contracts.
  • Have perpetual succession, meaning it continues to exist even if individual trustees change.
  • Enjoy a greater level of public trust and credibility.

Why is Registration Important?

Registering your organization as an Incorporated Trustee with the CAC is not just a legal requirement for many activities; it's a strategic step. It provides legal protection, enhances credibility, and makes it easier to attract funding, grants, and partnerships. Without proper registration, your organization operates informally, lacking the legal backing and recognition needed for sustainable growth and impact.

Among the various documents required for the registration of an Incorporated Trustee, the Declaration of Consent stands out as one of the most fundamental. It serves as a formal agreement by the individuals who will serve as the initial trustees of the organization.

Simply put, a Declaration of Consent is a formal, written statement signed by each proposed trustee, affirming their willingness and eligibility to act as a trustee for the organization being registered. It is a mandatory requirement by the Corporate Affairs Commission (CAC) and must be submitted as part of the registration application.

The Declaration of Consent serves several vital purposes:

  1. Confirmation of Willingness: It assures the CAC that each proposed trustee has genuinely agreed to take on the responsibilities associated with the role.
  2. Affirmation of Eligibility: It confirms that the trustees meet the legal criteria and are not disqualified from acting as trustees under Nigerian law.
  3. Commitment to Duties: It signifies their understanding and commitment to upholding the aims and objectives of the organization and performing their fiduciary duties diligently.
  4. Legal Requirement: It is a non-negotiable part of the registration process, without which the CAC will not process the application.

Who Needs to Sign It?

Every individual proposed to be a trustee of the organization must sign a Declaration of Consent. This means if your organization will have five trustees, all five must individually sign their respective declarations (though often they are compiled into one document with multiple signatures). The number of trustees required by CAC is a minimum of two.

A Declaration of Consent is a legal document, and as such, it must be precise and contain specific information. Here are the essential elements it must include:

1. Clear Heading and Title

The document should clearly state what it is. For example: "DECLARATION OF CONSENT TO ACT AS TRUSTEE".

2. Identification of the Proposed Incorporated Trustee

The full and exact proposed name of the organization must be stated clearly. This name should match the name reserved with the CAC.

3. Identification of the Declarant (Trustee)

Each trustee must be clearly identified with their full name, residential address, and occupation.

This is the core of the document. It must explicitly state the trustee's consent to act as a trustee for the named organization.

5. Affirmation of Eligibility

The trustee must declare that they are not disqualified from acting as a trustee under any provision of the Companies and Allied Matters Act (CAMA) 2020 or any other relevant law. Common disqualifications include being an infant (below 18 years), a person of unsound mind, an undischarged bankrupt, or someone convicted of an offense involving fraud or dishonesty within the last five years.

6. Commitment to Duties

While not always explicitly detailed, the declaration implies a commitment to uphold the objectives of the organization and act in its best interest.

7. Signature and Date

Each trustee must personally sign and date their declaration. This signifies their agreement and the date on which they provided their consent.

Crucially, the signature of each trustee must be witnessed by a Legal Practitioner (a Barrister and Solicitor of the Supreme Court of Nigeria). The legal practitioner must also sign, stamp with their seal, and provide their name, address, and Supreme Court enrollment number. This adds a layer of legal authenticity and verifies the identity of the signatory.

Let's break down the process of preparing this document into actionable steps. Remember, while this guide provides a comprehensive template, it's always advisable to consult with a professional consultant like BusinessHelp CONSULT to ensure full compliance.

Step 1: Gather All Necessary Information

Before you start writing, ensure you have the following details handy:

  • The exact proposed name of the Incorporated Trustee (as approved by CAC name reservation).
  • The full names of all proposed trustees.
  • The residential address of each proposed trustee.
  • The occupation of each proposed trustee.

Step 2: Draft the Heading and Introduction

Start with a clear title and an introductory paragraph that sets the stage.

Example Heading:


DECLARATION OF CONSENT TO ACT AS TRUSTEE


IN THE MATTER OF THE COMPANIES AND ALLIED MATTERS ACT, 2020 (AS AMENDED)


AND


IN THE MATTER OF THE APPLICATION FOR THE INCORPORATION OF [PROPOSED NAME OF INCORPORATED TRUSTEE]

This is where each trustee makes their formal declaration. If you have multiple trustees, you can list them collectively or individually, but each must sign.

Example Wording (for multiple trustees):


We, the undersigned, whose names, addresses, and occupations are set out below, do hereby solemnly and sincerely declare and state as follows:


    
  
  1. That we are desirous of being registered as the Trustees of [PROPOSED NAME OF INCORPORATED TRUSTEE].
    2. 
  
  2. That we have consented to act as Trustees of the said [PROPOSED NAME OF INCORPORATED TRUSTEE].
    3. 
  
  3. That we are not disqualified from acting as Trustees under any of the provisions of the Companies and Allied Matters Act, 2020 (as amended), or any other relevant law in Nigeria.
    4. 
  
  4. That we shall faithfully and diligently discharge the duties of Trustees in accordance with the provisions of the Constitution of the said [PROPOSED NAME OF INCORPORATED TRUSTEE] and the Companies and Allied Matters Act, 2020 (as amended).
    5.

Step 4: Create a Section for Trustee Details and Signatures

Below the declaration, provide clear spaces for each trustee's information and signature.

Example Structure:



  


S/N
FULL NAME
ADDRESS
OCCUPATION
SIGNATURE
DATE


  
  


1.
[Trustee 1's Full Name]
[Trustee 1's Residential Address]
[Trustee 1's Occupation]
__________________
__________________




2.
[Trustee 2's Full Name]
[Trustee 2's Residential Address]
[Trustee 2's Occupation]
__________________
__________________

This is a mandatory part. A Legal Practitioner must witness the signatures of the trustees.

Example Wording:


DECLARED AT [CITY/STATE, e.g., LAGOS] THIS [DAY] DAY OF [MONTH], [YEAR].


BEFORE ME:


_________________________


LEGAL PRACTITIONER


Name: [Name of Legal Practitioner]


Address: [Address of Legal Practitioner's Chambers]


Supreme Court Enrolment No.: [Legal Practitioner's S.C. Enrolment Number]


Stamp: (Affix Seal of Legal Practitioner)

Step 6: Review and Finalize

Once drafted, carefully review the entire document. Check for:

  • Accuracy of names, addresses, and the proposed organization's name.
  • Correct spelling and grammar.
  • All required signatures and dates.
  • The Legal Practitioner's signature, stamp, and details are complete and correct.

Any errors could lead to rejection by the CAC, causing delays in your registration process.

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

  • Incomplete Information: Missing a trustee's full address or occupation. Every field must be filled accurately.
  • Incorrect Name of Organization: The proposed name must exactly match the name approved by the CAC during name reservation.
  • Missing Signatures: All proposed trustees must sign. If one signature is missing, the document is invalid.
  • Unwitnessed Signatures: Failing to have a Legal Practitioner witness the signatures is a common reason for rejection.
  • Outdated Information: Using an old template that doesn't reflect the current CAMA 2020 requirements.
  • Disqualified Trustees: Submitting a declaration for a trustee who is legally disqualified (e.g., an undischarged bankrupt).
  • Illegible Writing: Ensure all names and details, especially signatures, are clear and readable.
  • No Legal Practitioner's Seal: The legal practitioner's stamp/seal is as important as their signature and enrollment number.

To help you ensure your Declaration of Consent is complete and compliant, here's a handy checklist:

Requirement Description Status (Yes/No/N/A)
Clear Title Document clearly titled "DECLARATION OF CONSENT TO ACT AS TRUSTEE".
Correct Organization Name Proposed name of Incorporated Trustee matches CAC approved name exactly.
Full Trustee Names All proposed trustees' full names are correctly stated.
Trustee Addresses Residential addresses for all trustees are provided.
Trustee Occupations Occupations for all trustees are provided.
Explicit Consent Statement Clear statement of consent to act as trustee.
Eligibility Affirmation Declaration that trustees are not disqualified under CAMA 2020.
Trustee Signatures All proposed trustees have personally signed the document.
Dates of Signature Each trustee's signature is accompanied by the date.
Legal Practitioner's Witnessing A Legal Practitioner has witnessed ALL signatures.
Legal Practitioner's Details LP's Name, Address, and Supreme Court Enrolment Number are provided.
Legal Practitioner's Seal The Legal Practitioner's official seal/stamp is affixed.

The Importance of Professional Guidance

While this guide provides a detailed roadmap, the registration process for Incorporated Trustees can still be complex, with specific nuances and requirements that may vary or be updated by the CAC. This is where the expertise of a professional corporate consultant becomes invaluable.

Why Engage BusinessHelp CONSULT?

  • Expert Knowledge: We stay updated with the latest CAC regulations and requirements, ensuring your application is always compliant.
  • Accuracy and Efficiency: We help you prepare all documents, including the Declaration of Consent, with precision, minimizing the risk of errors and rejections.
  • Time-Saving: We handle the entire process, from name reservation to final certificate collection, allowing you to focus on your organization's mission.
  • Legal Compliance: We ensure all aspects of your registration adhere strictly to the Companies and Allied Matters Act (CAMA) 2020.
  • Tailored Advice: We can provide guidance specific to your organization's unique structure and objectives.

Conclusion

The Declaration of Consent is more than just a piece of paper; it's a foundational document that formalizes the commitment of your organization's trustees. By understanding its purpose, content, and the step-by-step process of drafting it, you are well on your way to a successful Incorporated Trustee registration in Nigeria. Pay close attention to detail, ensure all legal requirements are met, and don't hesitate to seek professional assistance from trusted consultants like BusinessHelp CONSULT. With a properly executed Declaration of Consent, you lay a solid legal groundwork for your non-profit organization to thrive and make a lasting impact in Nigeria.