How to Change the Name of Your Company?
First it should be noted that a company is an artificial person in that it is an entity separate from the individuals who own, manage, and support its operation. A company has many of the same legal rights and responsibilities as a person does – like the ability to enter into contracts, the right to sue and be sued, borrow money, pay taxes, own assets amongst others.
The types of company depend on the liability and membership, in terms of liability, a Company may be:
- A company Limited by Shares.
- A company Limited by Guarantee.
- An Unlimited Company
Any of the above may be a Private Company or a Public Company.
When you register a company, the first thing you need to do is choose a company name. The company name is the name with which the organization is registered with the Corporate Affairs Commission (CAC) and that is on the Certificate of Incorporation of the company. The process is that you decide on the name you wish to register, then make an application to the Corporate Affairs Commission (CAC). The CAC does an official search and if the name is accepted, it is reserved for you, and then you are able to commence the registration process.
This article outlines the procedure to follow for the change of a company name in Nigeria after your registration has been completed. The change of a company’s name may be voluntary or it may be compulsory.
Mandatory Change of Company Name
A Company may be directed by the CAC to compulsorily change its Name under the following circumstances:
- Where the CAC has made an error inadvertently allowed you to register with the name of an already existing Company or business name or one so nearly resembling it as to be likely to deceive members of the public.
- Later discovery that the Company’s name conflicts with an existing trademark and the consent of the owner of the trademark had not been previously obtained.
- After a successful passing off Action against the company, the Court can direct the newly registered Company to change its name.
Voluntary Change of Company Name
A Company may also elect to change its name voluntarily. The procedure for the voluntary change of name is set out below:
- A Board Resolution proposing the change will first be passed by the Board of Directors of the Company.
- Pass a Special Resolution for the change of the Company name at a general meeting.
- Make the relevant alterations to the Memorandum and Articles of Association
- Fill the relevant CAC forms
- Write an application to the CAC for its consent on the change of name attaching the required documents
- The CAC will thereafter advertise the change of name in its official Gazette
- In the absence of objections to the change of name, the CAC will issue a new Certificate of Incorporation. The RC No. of the Company is still maintained after the change of name.
There you have it, the process to change your company name with the CAC after it has been registered.
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We hope you have found this information helpful. Please note that this information is provided for general informational purposes only and is not intended to be legal advice. No lawyer-client relationship is formed nor should any such relationship be implied. It is not intended to substitute for the advice of a qualified lawyer. If you require legal advice, please consult with a qualified lawyer.