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How to Change Registered Particulars with the CAC – October 2019

October, 2019 


Nonprofit organisations willing to make alterations to some or all of their particulars after registering with the Corporate Affairs Commission (CAC), must notify the commission via an application process within a reasonable period of time- a duration of 28-60 days is recommended (for medium, small and large organisation) for this to take place.


In the life-cycle of nonprofits, it is not uncommon for organisations to require a change of name, object(s), constitution or some of their board of Trustees at some point and while this is within their constitutional rights as Nigerian nonprofits, there are certain processes that must be undergone by these organisations and approved by the CAC.


Before considering a change in the constitution of an organisation or parts of it, it must be noted that the change can only occur through a resolution passed by a simple majority of the members of the organisation’s board and this has to be approved by the CAC before it becomes valid.


At the expiration of the term of an organisation’s board member and to replace such an individual within the board, the CAC must be notified through an “application process” along with an advert in two daily newspapers publicly displayed for 28 days based on the provisions of the Part C of the Companies and Allied Matters Act (CAMA).


The application process to make alterations to an organisation’s particulars in these situations implies that a letter be drafted on the organisation’s letterhead stating the reasons for the change in particulars; depending on what needs to be changed (name, objects,constitution or board members of the organisation) and sent to the CAC. Very importantly, it is expected that the minutes of the meeting of the board where such decision/resolution took place is attached with this application letter.This is then followed by certain instructions from the CAC which includes an advert in two national dailies as stated earlier, among other things.


Nonprofit organisations must ensure that prescribed processes for any change they wish to effect within their organisation are followed to avoid invalid or void alterations,based on the provisions of the Part C of CAMA.