The Corporate Affairs Commission (CAC) oversees the Registration of Business Names in Nigeria. Companies and Allied Matters Act (CAMA) 2020 provides a detailed framework for registering business names, ensuring that all entities operate legally and transparently.
This article delves into the essential requirements for business registration under CAMA 2020, offering insights into the process, necessary documentation, and compliance mandates.
Why You Need to Register Your Business in Nigeria
You need a unique identity for your business. You don’t want people confusing your business for another person’s own. A unique name helps to separate your business from others.
In Nigeria, without a business name registration certificate, you cannot open a bank account for your business. Business name registration is also required for obtaining a tax clearance for your business. Without proper business registration, you cannot pay taxes or obtain a tax clearance.
Also, people would find it easier to do business with you when they see your business is duly registered. There is something that feels illegitimate about an unregistered business.
Registration of Business Names
Who Needs to Register?
Every individual, firm, or corporation conducting business in Nigeria must register their business name unless:
- The name includes only the true surnames and forenames (or initials) of the partners.
- The business is carried on by a successor of a former owner, indicated solely by an addition to the name.
- A receiver or manager appointed by a court is running the business.
Procedure for Registration
Businesses required to register must provide a statement to the Registrar within 28 days of commencing operations. This statement must include:
- Business name(s)
- General nature of the business
- Full postal addresses of the principal and other business locations
- Personal details of partners or corporate information if applicable
- Date of commencement of the business
Additionally, passport photographs and certified identification documents must accompany the registration for individuals and firms.
Special Cases
- For businesses acting as agents for entities outside Nigeria, the statement must include the principal's details.
- Minors involved in a business must have their registration statement signed by a magistrate, legal practitioner, or a police officer of rank ASP or above.
Certification and Maintenance
Upon successful registration, the Registrar issues a certificate with the business name and state identification letters. This certificate must be displayed conspicuously at the principal place of business and copies at other locations.
Changes and Cessation
Any changes to the registered details must be reported to the Registrar within 28 days. If a business ceases operations, a notice must be sent to the Registrar, who may then remove the business from the register.
Prohibited and Restricted Names
Names containing certain words (e.g., "National", "Government", "Bank") or suggesting government patronage, misleading public perception, or resembling existing registered names or trademarks are prohibited unless authorized by the Commission. The Registrar may refuse or cancel registration if these criteria are not met.
Penalties for Non-Compliance
Non-compliance with registration requirements can lead to penalties, including fines and legal disabilities in enforcing business-related contracts. Specific fines are levied for:
- Failure to register or notify changes
- Continuing business under a prohibited name
- Issuing trade documents without required details
Additional Requirements for Foreigners
Foreign individuals or entities are prohibited from carrying on business under a business name in Nigeria. Registration applications must adhere strictly to the Act and the Commission’s guidelines.
General Requirements:
- Registration within 28 days of business commencement to avoid daily penalties.
- Reservation code needed for names with restricted words.
- Complete and clear disclosure of partners' names.
- Minors as partners require an attestation by an authorized person.
- Passport-sized photographs and valid identification documents for all partners.
- Consistency between submitted documents and entered data on the Company Registration Portal.
- Translation and notarization of documents not in English.
Conclusion
Registering a business name in Nigeria under CAMA 2020 ensures legal recognition and compliance with national standards. By following the outlined procedures and meeting all requirements, businesses can avoid penalties and establish a solid foundation for their operations. For detailed guidance, always refer to the Corporate Affairs Commission and legal experts.
By adhering to these guidelines, businesses can ensure they operate within the legal framework set by CAMA 2020, promoting transparency and credibility in their commercial activities.
