OVERVIEW OF INCORPORATED TRUSTEE IN NIGERIA
Incorporated trustee is a non-business organization and it is quite all embracing. It is covered in part C CAMA in s. 590 to 612. Incorporated trustee involves any community of person bound together by custom, religion, kinship or nationality or anybody or association of person established for any religious, educational, literary, scientific, social, development, cultural, sporting or charitable purpose. For the purpose of incorporation under part C, such community or body or association would appoint one or more trustees to apply to the CAC to be registered as a corporate body – s. 590(1). Upon registration, the trustee(s) shall become a corporate body – s. 590(2) and 596.
a. Having perpetual succession
b. Common seal
c. Power to sue and be sued in its corporate name
d. Hold, acquire, transfer, and dispose of any property or interests.
QUALIFICATION OF A TRUSTEE
Only a person at law is qualified to be appointed a trustee. The following persons are disqualified – s. 592(1)
a. An infant is not qualified to be appointed as trustee
b. A person of unsound mind who had been found to be so by the court
c. An un-discharged bankrupt
d. A person convicted of an offence involving fraud and dishonesty within five years of his proposed appointment.
Essential features of incorporated trustees
a. S. 590(2) and 596 is express and clear when they provide that only the trustee or trustees have corporate personality and not the community, body or association.
b. S. 591(1)(a) expressly provides that the proposed name must contain “incorporated trustees of”
c. Incorporated trustees is not to do business but it has capital and income/property which is not shared by the trustees but towards the promotion of its objects
d. An incorporated trustee in its constitution must have the special clause on application of its income and capital and transfer of its assets on dissolution.
Application for incorporation – Regulations 65 & 66 of Companies Regulations 2012
The requirements for incorporation of trustees shall include the following
a. Form of approval for name
b. Duly completed set of incorporation form – incorporated trustee application
c. Formal application for registration signed by the chairman and secretary of the body or association or the solicitor
d. Extract of the minute of general meeting appointing the trustees, listing all members present and the voting pattern.
e. Two printed copies of the constitution (an incorporated trustee is required to have a constitution – s. 593)
f. Trustee declaration form duly deposed to by each trustee in the High Court
g. two passport photographs of trustee(s).
h. Impression of the common seal of the association on the application form.
i. Notice of the situation of the address of the association or any change therein
j. Payment of filing fee.
k. Cuts of at least 2 newspaper publication
If the commission is satisfied that the application complies with the relevant provisions, notice of application is to be published in two national newspapers stating the following
a. Name of the association
b. Principal objects of the association
c. Full names of the proposed trustee(s)
d. Invitation to the public to object the name, object the proposed trustee(s) of the association within 28 days – R 65(4)
One of the newspapers must be in circulation in the locality of the association and the other, a national newspaper – R 65(3).
A draft of public notice issued
GODLY WOMEN PROMOTION OF BREAST FEEDING
The general public is hereby notified that the above named association with the office in Plot 555 Balarabe Musa Crescent, Victoria Island, Lagos has applied to the Corporate Affairs Commission for registration as Incorporated trustees under part C of the Companies and Allied Matters Act Cap C20 LFN 2004
THE TRUSTEES ARE:
1. MRS NKEMAKONAM NKWOKA
2. MRS NANCY CHUKWUMA
3. MRS ANGELA OKAFOR
The Aims and Objectives of the organization are:
1. To encourage breast-feeding of babies and discourage non-breast feeding.
2. To stop every day-care facilities aiding non-breast feeding mothers
Any objection to this registration should be forwarded to the Registrar-General of Corporate Affairs Commission, Plot 565, Ndota Street, Wuse 5, Abuja within 28 days of the publication.
Charles C. Nkwoka, Esq.
SPECIAL CLAUSE OF INCORPORATED TRUSTEES:
"the income and property of the association shall be applied towards the promotion of the objectives of the body and no portion shall be paid or transferred directly or indirectly by way of dividends, bonus or otherwise however by way of profit to the members of the association".(SECTION 603) If in event of dissolution of the corporate body there remains after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among members of that association but shall be given or transferred to some other institutions having objects similar to the objects of the association, such institutions to be determined by members of the association at or before dissolution.
Incorporated trustee - the association whose trustees are incorporated is to keep and maintain the following books:
• Books of account (showing income and expenditure of income, assets and liabilities of the association)
• Minutes book
• Register of members
• Register of trustees
WRITTEN BY: CHAMAN LAW FIRM TEAM
TEL: 08065553671, 08024200080