Under Nigerian law, there are different corporate structures for different activities, and one such corporate structure is the incorporated trust association or company limited by guarantee, which has become even more prominent in in light of the Central Bank of Nigeria’s directive on the freezing of bank accounts belonging to unregistered persons. Non-profit/non-governmental organizations .
This article will cover the following topics:-
– When registering Incorporated Trustees or LTD/GTE are required.
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– Registration requirements for incorporated directors.
– The legal structure of trustees/companies limited by guarantee.
What is the Regulatory Frame governing incorporated Curator Associations and Companies limit by Guarantee in Nigeria?
Incorporated Trustees come under the regulatory jurisdiction of ‘Part F’ of the CAC Corporate Affairs Commission under the Companies and Related Matters Act 2020.
When do I need at Register a incorporated Curator organization Where a Company limit by Guarantee?
Registration of incorporated trust organizations or companies limited by guarantee is appropriate in the following cases:-
– For groups of people linked by a religious, family, cultural or national affinity.
– For charitable, sporting, educational, literary, religious or social development purposes.
– When you want to register a non-governmental organization (NGO), non-profit organization, cultural association, municipal union, homeowners / tenants / residents association, foundation, social club or school (this can be also registered as a partnership limited by shares).
What is the Legal Structure of NGO/incorporated Curator Associations?
For all intents and purposes, Incorporated Trustees have a legal personality with the following characteristics:-
– The ability to possess a common seal.
– Legal personality (they can sue and be sued).
– Perpetual succession due to the fact that they are legal persons, ie they survive their founders.
– They can hold assets such as land titles in their name.
What is the difference Between a incorporated Curator Association and a company limit by Guarantee (LTD/GTE)?
- Companies limited by guarantee are corporations without share capital but guarantors in the form of their owners/founders, while associations of incorporated trustees are corporate structures nominally embodied in its management group known as trustees.
- Businesses of this nature can be for-profit or not-for-profit (social enterprises) unlike incorporated trust associations which are strictly not-for-profit organizations.
- Guarantors in LTD/GTE companies are financially responsible up to the limits of their guarantee amounts.
- A surety is a fixed amount pledge secured by a guarantor upon incorporation of a company limited by guarantee.
- Companies limited by guarantee are also subject to much stricter rules for registration and operation than associations of incorporated trustees, as they are subject to the consent of the Attorney General of the Federation to be registered.
What are the terms for setting at the top a incorporated Curator association?
An application for registration for an Incorporated Trust Organization in addition to completing the Statutory will require the following:-
– the name and header of the association;
– a memorandum of association of the association;
– aims and objectives of the proposed incorporated association of trustees;
– address of the association;
– names of the proposed directors of the association (at least 2 or more);
– the personal residential address of each of the trustees;
– the professions of each of the trustees;
– the mandate of each of the directors, the dismissal and the filling of director vacancies;
– a list of the executive members of the association, including the president, auditors, secretary/treasurer, etc.
– a copy of the publications of advertisements in the newspapers required for the registration of the association;
– a copy of the minutes of the meetings where the directors were appointed;
– status of secretary (if he is also a trustee).
How long Is this take at treat a incorporated Curator Association registration application?
It takes an average of 35 business days to complete and process an application for registration with an Incorporated Trustee Association.
What are the costs associated with setting at the top a incorporated Curator Association/NGO?
It can cost at least 250,000 to 400,000 naira (including legal and advertising costs).
Conclusion :- We hope that from the writing above a clear understanding of how incorporated trustees are set up has been reached, although you may need to consult your attorney further regarding post operating requirements -registration for NGOs Incorporated Trustee Associations & Ltd/ GTE company registrations which are more extensive.