Open Society Initiative for West Africa (OSIWA) Grant (April, 2019)
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Category: Newsletter
NNNGO Newsletter on Understanding the Companies and Allied Matters Act – March, 2019
An annual return refers to profit made on investment, over a period of time. In Nigeria, corporate entities registered with the Corporate Affairs Commission under the Companies and Allied Matters Act (CAMA) are mandated to file annual returns with the Commission (CAC) on a yearly basis.
Even though nonprofit organisations do not make profit on investments, Section 55 of CITA specifically makes it clear that ALL companies, registered with the CAC are to file returns irrespective of tax exemptions conferred on their income,in order to encourage transparency.
Generally,organisations must file annual returns not earlier than 30th June or later than 31st December every year (except the year the organisation was incorporated). However, newly registered organisations begin filing their first annual returns, not later than 18 months after incorporation while older organisations file their annual returns not later than 42 days after their Annual General Meeting.
To file annual returns with the Corporate Affairs Commission, an organisation is expected to visit the CAC website, download and fill out an Incorporated Trustees Annual Returns form (CAC/ IT 4), attach an audited financial statement signed by a chartered accountant and two trustees of the organisation or a statement of affairs, in cases where the organisation is yet to commence operation along with a fee of #5,000.
Complying with this law will aid the maintenance of good organisational structures as it encourages a culture of record keeping and puts compliant organisations on good standing with the commission- accurate and updated records of said organisations will be accessible to the commission which gives room for transparency and accountability.
Failure to file annual returns within the stipulated period will incur an additional cost of #5,000 for every year of noncompliance as penalty. Persistent noncompliance to this law could result in eventual de-registration of errant nonprofits as the commission is left to assume that this organisation is non-operational.
Filing annual returns with the Corporate Affairs Commission as and when due helps to keep the company’s name on the commission’s register, saves time in situations where a nonprofit needs a post incorporation service or documents from the commission and also prevent nonprofits from payment of penalties that apply for late filing of annual returns.
This newsletter is supported by the Commonwealth Foundation. However, the ideas and opinions presented in this document do not necessarily represent those of Commonwealth Foundation, NNNGO or any other organisations mentioned.
Human Rights and Social Justice in Nigeria (March, 2019)
Fundamental human rights are the “inalienable rights of people”. These are legal entitlements enjoyed by every citizen of a country without fear of violation from government or fellow citizens. In every country, these rights are protected and enshrined in the National constitution- chapter 4 of the 1999 constitution of Nigeria states what are considered as the rights of every Nigerian citizen and how they can be protected.
However, shreds of evidence show that despite the entrenchment of human rights in the Nigerian constitution, continuous restrictions on some aspects of citizens’ rights continue to undermine the status of human rights in the country. Over time, the civic space has been threatened. There have been cases of human right violations, ranging from the intimidation and harassment of human right defenders, restrictions on the freedom of expression, assembly and association, among others.
The Sustainable Development Goals address the importance of protecting citizens’ rights. Goal 16 of the SDGs delineates the need to provide access to justice for all and build effective, accountable and inclusive institutions at all levels and the civil society must, in line with the Istanbul principle of development effectiveness, which emphasizes the need for “respect and promotion of human rights and social justice; carry out the responsibility of bringing accountability by exposing and following up on human right violations.
Accordingly, CSOs are effective as development actors when they develop and implement strategies, activities and practices that promote individual and collective human rights, including the right to development with dignity, right to decent work, social justice and equity for all people.
CSOs should be at the forefront towards ensuring the protection of these rights and the strengthening of civic space in Nigeria. Although some measures have been put in place by the government to improve the human rights situations in Nigeria, there is still room for improvement.
This newsletter is supported by Forus. However, the ideas and opinions presented in this document do not necessarily represent those of Forus, NNNGO or any other organisation mentioned.
Filing of Annual Returns (March, 2019)
An annual return refers to profit made on investment, over a period of time. In Nigeria, corporate entities registered with the Corporate Affairs Commission (CAC) under the Companies and Allied Matters Act (CAMA) are mandated to file annual returns with the Commission, on a yearly basis.
Even though nonprofit organisations do not make profit on investments, Section 55 of CITA specifically makes it clear that ALL companies, registered with the CAC must file returns irrespective of tax exemptions conferred on their income. This helps to encourage transparency, accountability and to keep record of all functioning organisations, operating within the country.
Generally, organisations must file annual returns not earlier than 30th June or later than 31st December every year (except the year the organisation was incorporated). However, newly registered organisations begin filing their first annual returns, not later than 18 months after incorporation while older organisations file their annual returns not later than 42 days after their Annual General Meeting.
To file annual returns with the Corporate Affairs Commission, an organisation is expected to visit the CAC website, download and fill out an Incorporated Trustees Annual Returns form (CAC/ IT 4), attach an audited financial statement signed by a chartered accountant and two trustees of the organisation or a statement of affairs, in cases where the organisation is yet to commence operation along with a fee of #5,000.
Complying with this law will aid the maintenance of good organisational structures as it encourages a culture of record keeping and puts compliant organisations on good standing with the Commission accurate and updated records of said organisations will be accessible to the commission which gives room for transparency and accountability.
Failure to file annual returns within the stipulated period will incur an additional cost of #5,000 for every year of noncompliance, as penalty. Persistent noncompliance to this law could result in eventual de-registration of errant nonprofits as the commission is left to assume that this organisation is non-operational.
Filing annual returns with the Corporate Affairs Commission as and when due helps to keep the organisation’s name on the commission’s register, saves time in situations where a nonprofit needs a post-incorporation service or documents from the commission and also prevents nonprofits from payment of penalties that apply for late filing of annual returns.
This publication has been produced with the support of Commonwealth Foundation and the Nigeria Network of NGOs (NNNGO). However, the contents of this publication do not necessarily reflect the views and opinions of Commonwealth Foundation or NNNGO.
Human rights and social justice in Nigeria (March, 2019)
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Incorporation of Trustees (February, 2019)
Boards of trustees are pivotal to the growth and success of nonprofits. Their role is to serve as governing bodies, safeguard the core values of an organization and ensure the fulfillment of its vision and supervise the overall operation.
A Board of Trustees is made up of a number of different representatives, often an odd number; between five and thirteen persons or as stipulated in the organisation’s founding document and is often elected or appointed at an Annual General Meeting, for a specific period of time.
Board members can be drawn from all sectors of the community and a founder could form a recruitment panel amongst existing staff or some members of their current board in order to get different views on prospective candidates for a new board so that a more informed decision is taken.
As the governing body of a nonprofit, the board oversees policy approval and is legally accountable to public as well as beneficiaries of the organisation it serves. By law, it is required that the Board meets on a regular schedule to make decisions regarding the organisation, however, the frequency of meetings can be guided by the decisions that the Board needs to make or events, within a timeline, that facilitate management’s ability to effectively implement those decisions.
The Director of a nonprofit sets the agenda to shape the work of the board, therefore he or she is expected to attend Board meeting, however, since every decision the board makes relating to budget and compensation will impact the him or her (in cases where the Director is a paid employee), there may be conflicts of interest.
To handle this, the Director could be excluded from discussions involving budget and compensation, but be allowed to have a vote and remain a part of the board for other business. Alternatively, he or she could be invited to board meetings as a guest rather than a voting member.
This publication has been produced with the Commonwealth Foundation and the Nigeria Network of NGOs (NNNGO). However, the contents of this publication do not necessarily reflect the views and opinions of Commonwealth Foundation or the Nigeria Network of NGOs.
NNNGO Newsletter on Understanding the Companies and Allied Matters Act – February, 2019
Boards of trustees are pivotal to the growth and success of nonprofits. Their role is to serve as governing bodies, safeguard the core values of an organization and ensure the fulfillment of its vision and supervise its the overall operation.
A Board of Trustees is made up of a number of different representatives, often an odd number; between five and thirteen persons or as stipulated in the organisation’s founding document and is often elected or appointed at an Annual General Meeting, for a specific period of time.
Board members can be drawn from all sectors of the community and a founder could form a recruitment panel amongst existing staff or some members of their current board in order to get different views on prospective candidates for a new board so that a more informed decision is taken.
As the governing body of a nonprofit, the board oversees policy approval and is legally accountable to public as well as beneficiaries of the organisation it serves. By law, it is required that the Board meets on a regular schedule to make decisions regarding the organisation, however, the frequency of meetings can be guided by the decisions that the Board needs to make or events, within a timeline, that facilitate management’s ability to effectively implement those decisions.
The Director of a nonprofit sets the agenda to shape the work of the board, therefore he or she is expected to attend Board meeting, however, since every decision the board makes relating to budget and compensation will impact the him or her (in cases where the Director is a paid employee), there may be conflicts of interest.
To handle this, the Director could be excluded from discussions involving budget and compensation, but be allowed to have a vote and remain a part of the board for other business. Alternatively, he or she could be invited to board meetings as a guest rather than a voting member.
This newsletter is supported by the Commonwealth Foundation. However, the ideas and opinions presented in this document do not necessarily represent those of Commonwealth Foundation, NNNGO or any other organisations mentioned.
Understanding the Istanbul Principles (February, 2019)
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Part F of CAMA and its Implication for Nigerian Nonprofits (January, 2019)
Corporate entities and nonprofit organizations in Nigeria and beyond have continued to support and engage in charitable causes, which have met the yearnings and aspirations of individuals, groups and the society at large. In carrying out these charitable activities there are regulations nonprofits need to adhere to in order to ensure smooth operations within their organisations.
One of such regulations is the repealed and enacted Part C of Companies Allied Matters Act (CAMA), now referred to as Part F of CAMA, in the newly released amended version by the Senate of the Federal Republic of Nigeria in May 2018; the Companies and Allied Matters Act is a regulatory manual on how NGOs should be established and run. The Part C, now part F, provides for incorporated trustees.
It was the determination of the Nigerian Federal Government to reform the law regulating the affairs of companies and its administration in Nigeria that led to the promulgation of the CAMA and established the Corporate Affairs Commission.
Nonprofit charitable organizations are governed by Board of Directors (sometimes called Trustees); the Part F helps explain processes to incorporating trusteeship, file annual returns, common seal, preservation of accounting records, developing an organisational constitution and other regulations which aids the smooth running of nonprofits.
The implications shown from the new amended Part F is that it seeks to establish an efficient way of registering an organisation with ease, minimizing compliance burden of nonprofits as well as small and medium enterprises (SMEs) to bring Nigeria’s foremost commercial law in line with international best practices.
This publication has been produced with the support of the Commonwealth Foundation. The contents of this publication are the sole responsibility of NNNGO and should in no way be taken to reflect the views of the Commonwealth Foundation.
Newsletter – Understanding the Companies and Allied Matters Act
January, 2019
Corporate and nonprofit organisations in Nigeria and beyond have for many years supported and/or engaged in charitable causes, which have met the yearnings of individuals, groups and the society in general- in carrying out these charitable activities however, there are regulations nonprofits need to adhere to in order to ensure smooth operations within their organisations.
One of such regulations is the repealed and enacted Part C of Companies Allied Matters Act (CAMA) which is now Part F of CAMA in the newly amended version, released in May 2018 by the Senate of the Federal Republic of Nigeria. CAMA is the legislation that established the Corporate Affairs Commission, the body charged with the formation, regulation and management of all companies in Nigeria. The Part C now part F, provides for incorporated trustees which nonprofit organisations are referred to. Therefore, the CAMA is a regulatory manual on how Nigerian NGOs should be established, run and regulated.
It was the determination of the Nigerian Federal Government to reform the law regulating the affairs of companies and its administration in Nigeria following concerns and calls from stakeholders over the obsolete nature of some of its provisions and penalties.
The Part F of CAMA applies to nonprofit and charitable organisations specifically in matters relating to incorporation of trusteeship, filing annual returns, creation of a common seal, preservation of accounting records, developing an organisational constitution and processes that aids the smooth running of nonprofits. This law also guides nonprofits in setting up their governing bodies, sometimes referred to as “Board of Directors”, “Board of Trustees” or simply, “Trustees”.
The implications of the new amendment “Part F” is that it seeks to establish an even more efficient way of registering organisations, minimizing compliance burdens of nonprofits as well as small and medium enterprises (SMEs) to bring Nigeria’s foremost commercial law in line with international best practices. The eighteen (18) clauses contained in the Part C of the CAMA, now combined with ten (10) new clauses to make the Part F , in theory provides a more robust document for which Nigerian nonprofits can digest and readily access for information on what the Corporate Affairs Commission requires of a standard civil society. It is hoped that this trend will aid the provision and promotion of a more enabling operational environment for Nigerian nonprofit organisations.
Further Reading
https://blog.deloitte.com.ng/senate-passes-bill-to-repeal-and-re-enact-cama/ http://www.mondaq.com/Nigeria/x/753410/Corporate+Commercial+Law/The+Companies+And+Allied+Matters+Bill+2018+Implications+For+Businesses+In+Nigeria
This newsletter is supported by the Commonwealth Foundation. However, the ideas and opinions presented in this document do not necessarily represent those of Commonwealth Foundation, NNNGO or any other organisations mentioned.