Changing a company’s name is a significant decision that can arise from rebranding efforts, mergers, or the need to comply with legal requirements. In Nigeria, the Corporate Affairs Commission (CAC) oversees the process of name change for companies. This article provides a comprehensive guide on everything you need to know about changing a company’s name in Nigeria, including the reasons, legal requirements, process, and costs involved.
Why Change a Company’s Name?
- Rebranding: To reflect a new vision, mission, or business focus.
- Mergers and Acquisitions: When two or more companies merge, a new name may be required.
- Legal Issues: To resolve disputes over name similarity or trademark conflicts.
- Expansion or Diversification: Adopting a broader name that accommodates multiple services or products.
- Regulatory Compliance: If the current name violates CAC regulations.
Legal Framework for Changing a Company’s Name
The process is governed by:
- Companies and Allied Matters Act (CAMA) 2020
- Corporate Affairs Commission (CAC) Guidelines
- The company’s Articles of Association must also support the change of name, either explicitly or through an amendment.
Steps to Change a Company’s Name in Nigeria
- Conduct a Name Search with the CAC
Submit at least two proposed names to the CAC for availability search.
Ensure the names comply with CAC regulations, avoiding prohibited or restricted words.
- Board Resolution
Convene a board meeting to discuss and approve the name change.
Pass a board resolution authorizing the change and appointing someone to oversee the process.
- Extraordinary General Meeting (EGM)
Hold an EGM with shareholders to pass a special resolution approving the name change.
The resolution must be documented and signed.
- Prepare and Submit Required Documents
The following documents must be filed with the CAC:
- Special resolution for the name change.
- CAC Form 1.1 (Application for Change of Name).
- Updated Memorandum and Articles of Association.
- Evidence of payment of the prescribed fee.
- Existing certificate of incorporation (original or certified true copy).
- CAC Approval
The CAC will review the documents and, if satisfactory, approve the name change.
A new Certificate of Incorporation with the updated name will be issued.
- Notify Relevant Authorities and Stakeholders
Once the new name is approved, notify:
- Tax authorities (FIRS and State IRS)
- Banks and financial institutions
- Vendors, clients, and partners
Costs Associated with Changing a Company’s Name
- CAC Filing Fees: Based on the company’s share capital.
- Name Reservation Fee: For the availability search.
- Legal and Professional Fees: If engaging lawyers or chartered accountants.
- Administrative Costs: Printing, notarization, and other related expenses.
Challenges in Changing a Company’s Name
- Rejected Name Proposals: Avoid names that are too similar to existing companies or violate CAC guidelines.
- Lengthy Approval Time: Engage experienced professionals to ensure accurate filings and reduce delays.
- Stakeholder Resistance: Communicate the reasons for the change effectively to shareholders and employees.
Benefits of Changing a Company’s Name
- Enhanced Brand Identity: Reflects the company’s vision and mission more accurately.
- Legal Compliance: Avoids disputes or penalties from regulators.
- Improved Market Perception: Attracts new customers or investors.
Key Considerations Before Changing a Company’s Name
- Name Search Compliance: Ensure the proposed names are unique and meet CAC standards.
- Financial Implications: Budget for all associated costs.
- Stakeholder Communication: Clearly explain the reasons and benefits of the name change to gain support.
- Operational Updates: Update business documents, signage, and digital platforms with the new name.
Frequently Asked Questions (FAQs)
- How long does it take to change a company’s name in Nigeria?
The process typically takes 2–4 weeks, depending on the accuracy of the submitted documents and CAC’s workload.
- Can a company change its name without shareholder approval?
No, shareholder approval is required via a special resolution at an EGM.
- What happens to the old name after the change?
The old name ceases to be legally valid. All official documents and transactions must reflect the new name.
- Is the name change applicable to tax and bank accounts?
Yes, you must notify tax authorities and update all bank accounts with the new name.
Conclusion
Changing a company’s name in Nigeria is a strategic decision that requires careful planning and compliance with CAC regulations. By following the outlined steps and engaging experienced professionals, companies can ensure a smooth transition while reaping the benefits of a refreshed identity.
If you need assistance with changing your company’s name, our expert team can handle the process efficiently, ensuring compliance and timely approval. Contact us today at CACRegistration.com for professional support!
Adebayo Oluwole is a seasoned chartered accountant and a member of Chartered Institute of Taxation of Nigeria with over twenty years of experience. His expertise cuts across accounting, auditing and taxation. He has helped hundreds of individuals translate their dreams into reality by offering them pre and post registration services. His focus is to help SMEs grow in the marketplace.