21/02/2023
CHANGING THE NAME OF A COMPANY
In Nigeria, there are many factors that may necessitate the change of a company’s name. A company may decide to change its name either voluntarily or in compliance with an order of court or a regulator. The process for the change of a company’s name is regulated by the Companies and Allied Matters Act, 2020 (CAMA 2020).
Choosing a New Name
Choosing a new name is also a preliminary exercise that must be considered and undertaken carefully. The officers of the company must make sure that the new name is not identical or similar to any existing company or trademark in Nigeria. It is advisable that the new name aligns with the company’s brand identity. It is also important ensure that the new name is easy to pronounce and concise to prevent potential customers struggling to remember or say the company’s name. Finally, it is good practice to make sure that the new name is available as a domain name and trademark.
If you are thinking about changing your company's name, take the time to do your research and make sure it is the right decision for your business.
Procedure for the Change of Name
The process for changing the name of a company is straightforward and entrenched is Section 30 of CAMA 2020 and is hereunder outlined as follows:
1. Conduct a public search on the Corporate Affairs Commission (“Commission”) Company Registration Portal (CRP) to ascertain if the proposed name is available for registration.
2. Reserve the new name on the CRP.
3. Enter the details of the new name on the CRP and upload the necessary documents on same.
4. The change of name of a company requires a special resolution of members of the company as well as the approval of the Commission. However, such approval is not required where the only change in the name of a company is the substitution of the words, “Public Limited Company” for the word, “Limited” on the conversion of a public company into a private company or vice versa.
The documents to be delivered to the Commission to effect the change of name include the following:
a) Application to the Commission, using the requisite form signed by a director and a secretary or any other authorized officer of the company;
b) Notice of special resolution of the general meeting signed by two directors or a director and a secretary;
c) Original certificate of incorporation of the company for cancellation;
d) The Memorandum of Association and Articles of Association of the company as proposed to be amended;
e) Evidence of payment of filing fees;
f) Up-to-date annual returns of the company.
Once the name of a company has been changed, the Commission then enters the new name on the register (in place of the old name), and issue a certificate of incorporation altered to meet the circumstances of the case.
Steps after the Change of Name
After the change of its name, the company should take the following steps, among others:
1. After a company changes its name, it is important to update all of your branding and marketing materials. This includes the company’s website, business cards, letterhead, email signature, and social media accounts. The company will also need to update any legal document, such as the Memorandum and Articles of Association. Depending on the scope of the change, the company may need to notify customers, vendors, and other business partners.
2. The company may also alter its company seal (where the company’s articles provide for the use of seal), certificates, letterheads, etc.
3. Effect the alteration in the Memorandum and articles of association (after the approval of the new name).
4. Advertise the change of name in daily newspapers circulating nationwide and in the official gazette of the Federation.
Additionally, the CAMA 2020 provides that the Commission shall periodically publish any change made in the name of a company in a national daily newspaper and on its website.
Conclusion
Nigerian law allows a company to change its name. It is important for the officers of a company to consider the attendant legal, economic and social implications a change of new will have on the company. The process for the change has been simplified. However, it is advisable to engage the services of the Commission’s accredited representative. If the procedure for the change of name of a company is followed correctly, the company may ultimately achieve its desired objectives.
DISCLAIMER: This article does not constitute a legal advice for any specific purpose. It is merely a general guide on the subject matter. Readers are advised to seek further professional advice.
For further information or clarifications on the subject, kindly reach out to us at [email protected] or call us on 08033584873.
