How to Write a Founding Members' Declaration for an NGO Registration - A Comprehensive Guide for Nigerian Non-Profits 2026

Introduction: Laying the Foundation for Your NGO in Nigeria

Starting a Non-Governmental Organisation (NGO) in Nigeria is a noble endeavour, often driven by a deep passion to address societal needs, champion causes, or provide essential services. Whether your focus is on education, health, environmental protection, community development, or advocacy, the journey begins with a clear vision and a solid legal foundation.

One of the most critical documents you will prepare during the registration process with the Corporate Affairs Commission (CAC) is the Founding Members' Declaration. This document is far more than just a formality; it is the foundational statement that articulates the purpose, commitment, and initial structure of your organisation. It serves as a testament to the collective resolve of individuals coming together to make a difference.

At BusinessHelp CONSULT (businesshelp.com.ng), we understand the unique challenges and opportunities that Nigerian entrepreneurs and non-profit leaders face. This comprehensive guide is designed to demystify the process of writing a high-quality Founding Members' Declaration, ensuring your NGO starts on the right legal footing. We will walk you through every essential element, offering practical advice in clear, accessible Nigerian English.

Understanding the Founding Members' Declaration

What is a Founding Members' Declaration?

Simply put, the Founding Members' Declaration is a formal, written statement signed by all the initial individuals who are coming together to establish an NGO. It declares their intention to form a non-profit organisation, outlines its core purpose, and identifies the initial trustees who will steer its activities. Think of it as the birth certificate of your NGO, detailing who brought it into existence and why.

Under Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, NGOs are typically registered as ‘Incorporated Trustees’. The Founding Members' Declaration is a mandatory part of the application for the incorporation of trustees.

Why is it So Important for NGO Registration?

The importance of this document cannot be overstated. It serves several vital functions:

• Legal Requirement: The CAC requires a properly drafted and executed declaration as part of the incorporation process. Without it, your application will not proceed.
• Statement of Intent: It formally establishes the intent of the founders to create a non-profit entity for specific public good purposes, distinguishing it from a commercial enterprise.
• Defines Purpose: It clearly articulates the aims and objectives of the NGO, which are crucial for its operational framework, future funding applications, and public perception.
• Identifies Leadership: It names the initial trustees who will be legally responsible for the management and governance of the NGO, providing transparency about who is in charge.
• Foundation for Governance: While not the constitution itself, it lays the groundwork for the NGO’s governance structure and ethical principles.
• Credibility: A well-crafted declaration enhances the credibility of your NGO in the eyes of potential donors, partners, and the public.

Who are 'Founding Members'?

Founding members are the individuals who conceive the idea for the NGO, commit to its establishment, and are signatories to the declaration. They are the pioneers, the initial visionaries who are willing to put their names forward to bring the organisation to life. These individuals typically become the initial trustees, though not exclusively.

Key Components of a High-Quality Founding Members' Declaration

A robust Founding Members' Declaration must contain specific elements to be considered complete and legally sound by the CAC. Let's break down each component in detail.

1. Clear Heading/Title

The document should start with a clear, formal heading that unequivocally states its purpose. Examples include:

• "DECLARATION BY FOUNDING MEMBERS FOR THE INCORPORATION OF TRUSTEES"
• "FOUNDING MEMBERS' DECLARATION FOR [PROPOSED NGO NAME]"

2. Preamble/Introductory Statement

This section introduces the declaration, stating who the signatories are and their collective intent. It typically begins by listing the names of the founding members.

Example: "WE, the undersigned, being individuals desirous of establishing a Non-Governmental Organisation for the advancement of [specific cause/mission], do hereby make this solemn declaration..."

3. Proposed Name of the NGO

State the full and exact name of the NGO as it has been approved by the CAC during the name availability search. Ensure there are no discrepancies.

Example: "...that the name of the organisation shall be THE HOPE AND HEALING FOUNDATION (hereinafter referred to as 'the Organisation')."

4. Aims and Objectives of the NGO

This is arguably the most critical section. The aims are the broad goals, while the objectives are the specific, measurable steps to achieve those goals. They must clearly reflect the non-profit nature of the organisation and should be:

• Specific: Clearly defined, not vague.
• Measurable: Quantifiable or verifiable.
• Achievable: Realistic given available resources.
• Relevant: Aligned with the NGO's mission and societal needs.
• Time-bound: (Where applicable) indicating a timeframe for achievement.

Crucial Note: The CAC will scrutinise these aims and objectives to ensure they are genuinely non-profit and for public benefit. Avoid any language that suggests commercial activities or private financial gain for members.

Example Objectives:

1. To provide free educational resources and scholarships to underprivileged children in rural communities across Nigeria.
2. To establish and operate community health centres offering basic medical services and health education to underserved populations.
3. To advocate for policies that promote environmental sustainability and combat climate change through public awareness campaigns and community engagement.
4. To empower women and youth through vocational training, mentorship, and entrepreneurial support programmes.
5. To promote peace and conflict resolution through dialogue, mediation, and community-based initiatives.

5. Registered Address of the NGO

The full physical address of the NGO's head office in Nigeria must be clearly stated. This address will be the official point of contact for all legal and administrative correspondence.

Example: "...that the registered address of the Organisation shall be No. 15, Adeola Odeku Street, Victoria Island, Lagos State."

6. List of Initial Trustees

This section lists the names of all individuals proposed to serve as the initial trustees of the NGO. For each trustee, the following details are typically required:

• Full Name (as on their ID)
• Residential Address
• Occupation
• Signature

CAC Requirement: There must be a minimum of two (2) trustees and typically a maximum of twenty (20) for most NGOs. All proposed trustees must meet the eligibility criteria set by CAMA 2020 (e.g., of full age, sound mind, not an undischarged bankrupt, not convicted of certain offences).

7. Commitment Statement

A clause where the founding members affirm their commitment to uphold the aims and objectives of the NGO and to abide by its governing instrument (constitution).

Example: "We, the undersigned, hereby solemnly declare our commitment to the aims and objectives of the Organisation, and pledge to manage its affairs in accordance with its constitution and the laws of the Federal Republic of Nigeria, ensuring its resources are used solely for the public benefit."

8. Reference to the Governing Instrument (Constitution)

The declaration should state that the NGO will be governed by a constitution (or Memorandum and Articles of Association, though 'Constitution' is more common for incorporated trustees) which will detail its operational rules, membership, meetings, financial management, etc. This shows that a comprehensive governance framework is in place or will be established.

9. Non-Profit/Non-Distribution Clause

This is a critical legal clause stating that the income and property of the NGO shall be applied solely towards the promotion of its aims and objectives, and no portion shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise by way of profit to the members, trustees, or founders. This explicitly defines its non-profit status.

10. Dissolution Clause

This clause specifies what happens to the remaining assets of the NGO in the event of its dissolution or winding up. Legally, these assets cannot be distributed among members or trustees but must be transferred to another NGO with similar objectives or to a public institution.

Example: "In the event of the winding up or dissolution of the Organisation, any remaining assets after the satisfaction of all debts and liabilities shall not be paid to or distributed among the members of the Organisation, but shall be transferred to another organisation with similar aims and objectives, or to a public institution, as may be determined by the trustees and approved by the Corporate Affairs Commission."

11. Date of Declaration

The date on which the declaration is formally signed by all founding members.

12. Signatures and Witnesses

All founding members must sign the declaration. Their signatures must be properly witnessed by individuals who are not part of the founding members or trustees. The witness's full name, address, occupation, and signature are required. This adds legal validity to the document.

Step-by-Step Guide to Writing Your Declaration

Follow these practical steps to draft an effective Founding Members' Declaration:

Step 1: Gather All Necessary Information

1. NGO Name: The exact approved name from your CAC name availability search.
2. Founding Members' Details: Full names, addresses, occupations, and contact details of all individuals initiating the NGO.
3. Proposed Trustees' Details: Full names, addresses, occupations of the proposed initial trustees. (Often, founding members are the initial trustees).
4. Mission and Vision: A clear understanding of what your NGO aims to achieve and why it exists.
5. Specific Aims and Objectives: Brainstorm and articulate at least 3-5 clear, actionable objectives that align with your mission.
6. Registered Address: The physical address in Nigeria where your NGO will be located.

Step 2: Draft the Preamble and Basic Information

Start with the formal heading, list the founding members, and state your collective intention to form the NGO with its approved name and registered address.

Step 3: Articulate the Aims and Objectives with Precision

Dedicate significant time to this section. Use strong action verbs. Ensure each objective is distinct and contributes to the overall mission. Remember the SMART principles (Specific, Measurable, Achievable, Relevant, Time-bound). Avoid jargon where possible, or explain it clearly.

Step 4: Identify and List Initial Trustees

Carefully list the full details of each proposed trustee. Double-check that they meet the CAC eligibility criteria. Ensure you have at least two trustees.

Step 5: Incorporate Essential Legal Clauses

Add the non-profit/non-distribution clause and the dissolution clause. These are crucial for legal compliance and defining the nature of your organisation.

Step 6: Include the Commitment Statement and Governing Instrument Reference

Add the clause where founders commit to the NGO's mission and mention that the NGO will be governed by a constitution.

Step 7: Review, Refine, and Proofread

Read through the entire document carefully. Check for:

• Clarity: Is the language clear and unambiguous?
• Completeness: Are all required details present?
• Consistency: Does the declaration align with your NGO's proposed constitution and other registration documents?
• Accuracy: Are all names, addresses, and other details correct?
• Grammar and Spelling: Professionalism matters.

Step 8: Proper Execution: Signatures and Witnessing

Once satisfied with the content, print the document. All founding members must sign where indicated. Each signature must be witnessed by an independent individual (not a founder or trustee), who will also provide their details and signature.

CAC Requirements and Best Practices for Your Declaration

CAC Specifics

• Form Requirements: The declaration is often submitted alongside other forms like CAC/IT/01 (Application for incorporation of Trustees).
• Number of Trustees: Minimum of 2, maximum usually 20 for incorporated trustees.
• Eligibility of Trustees: Trustees must be of full age (18 years and above), of sound mind, not an undischarged bankrupt, and not have been convicted of certain criminal offences involving fraud or dishonesty in the last five years. These are strict requirements.
• Public Notice: After filing the declaration and other documents, the CAC typically requires public notice (advertisement in two national newspapers) to invite objections from the public. The declaration often serves as the basis for some of the information published.

Best Practices

• Seek Legal Counsel: While this guide is comprehensive, engaging a legal professional or a corporate consultant like BusinessHelp CONSULT for review or drafting can prevent errors and ensure full compliance.
• Clarity and Conciseness: While detailed, the language should be direct and easy to understand.
• Consistency: Ensure the name, aims, objectives, and trustee details in the declaration are perfectly consistent with your NGO's constitution and all other CAC application forms. Inconsistencies can lead to delays or rejection.
• Original Signatures: The CAC typically requires original signatures on the declaration.
• Professional Presentation: A neatly typed, well-formatted document reflects professionalism.

Common Mistakes to Avoid

Even with careful planning, mistakes can occur. Here are some common pitfalls to avoid:

• Vague or Overly Broad Objectives: Objectives like "to help people" are too vague. Be specific about who you help, how you help, and what change you seek to bring.
• Commercial Language: Including aims or objectives that suggest profit-making activities for individuals or private benefit will lead to rejection.
• Ineligible Trustees: Proposing individuals who do not meet the CAC's eligibility criteria for trustees.
• Inconsistent Information: Discrepancies in names, addresses, or objectives between the declaration, constitution, and other CAC forms.
• Missing Essential Clauses: Omitting the non-profit/non-distribution clause or the dissolution clause.
• Improper Witnessing: Not having independent witnesses, or witnesses failing to provide full details.
• Lack of Clarity on Registered Address: An incomplete or non-existent address.
• Using Outdated Information: Always ensure you are working with the most current CAC requirements and forms.

Checklist: Essential Elements of a Founding Members' Declaration

This table summarises the critical components you must include in your declaration.

Conclusion: Your Path to a Legally Sound NGO

The Founding Members' Declaration is a cornerstone document in the journey of registering your NGO in Nigeria. By carefully preparing this declaration, you not only meet a critical legal requirement but also lay a transparent and robust foundation for your organisation's future operations and impact. It signifies your collective commitment to public service and sets the tone for your NGO's ethical standing.

While the process may seem detailed, breaking it down into manageable steps, as outlined in this guide, makes it achievable. Remember, precision, clarity, and adherence to CAC guidelines are paramount. If you find yourself needing expert guidance or wish to ensure absolute compliance, BusinessHelp CONSULT is here to provide professional support every step of the way. We are committed to helping your noble vision for Nigeria become a legally recognised and impactful reality.

Start your NGO journey with confidence, knowing that your foundational documents are meticulously prepared. Your declaration is more than just paper; it's a promise to the community you aim to serve.