Statutory Requirements for Setting Up A Non-Profit Foundation in Nigeria 

The Companies and Allied Matters Act, Cap C20, Laws of the Federal Republic of Nigeria 2004 popularly known as “CAMA”, is the primary legislation regulating the registration of corporate entities in Nigeria.

Under CAMA there are two ways to register a not-for-profit organisation – as a company limited by guarantee or as incorporated trustees. Incorporating trustees is far more popular and the procedure is laid out in Part C of CAMA.

Section 590(1) provides that:

“where one or more trustees are appointed by any community of persons bound together by customs, religion, kinship or nationality or by any body or association of persons established for any religious, educational, literary, scientific, social, development, cultural, sporting or charitable purpose, he or they may if so authorized by the community, body or association…apply to the Commission in the manner hereafter provided for registration…as a corporate body.”

Registration by Corporate Affairs Commission in Abuja and online here (good luck opening link) means the trustees jointly become a body corporate with perpetual succession and power to sue and be sued. A body corporate is a legal entity with its own rights and responsibilities.

The trustees individually have the right to hold, acquire and transfer any property and enter contract on behalf of the organisation in the same form and manner as an individual.

The trustees can if they so choose appoint a council or governing body which can include them and give it such administrative and management functions as they deem fit. Trustees will be subject to the directions of the association or of such council or governing body.

Under the Money Laundering (Prohibition) Act 2011 (“MLA”), non-profit organisations are classified as Designated Non-Financial Businesses8 (“DNFB”) and it is mandatory for all DNFB’s to register with the the Special Control Unit Against Money Laundering (SCUML).

(SCUML) is a department of the Economic and Financial Crimes Commission currently domiciled in the Federal Ministry of Commerce and Industry with responsibility to monitor, supervise and regulate activities of Designated Non-Financial Businesses and Professions in Nigeria under the provisions of Money Laundering (Prohibition) Act 2011

The Federal Inland Revenue Service (FIRS) requires all non-profit corporations to register with the integrated tax office closest to their registered office. The Companies Income Tax Act (CITA) exempts non profit corporates from tax so long as profits are not derived from a trade or business but they are required to  pay Value Added Tax (VAT) on certain goods and services. You can pay your taxes online in some offices.

(FIRS has this really cute Tax Calculator on their website, check it out here and go pay your tax)

State and local governments, various ministries and parastatals may also impose their own statutory requirements and it is important to visit all line ministries who you may work with or who may have oversight in your particular field you to find out.


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