If you own a registered company in Nigeria, there may be circumstances in which members of a company may take steps to change the name of the company. Such circumstances could be voluntary or involuntary.
Examples of involuntary circumstances are;
i. Where the Corporate Affairs Commission directs that the name of the company be substituted with another name on the grounds that the approved name conflicts with a pre-existing registered company.
ii. Where a court of law issues an order of the court, directing a recently registered company to change its name in an action for passing off.
On the other hand, there are circumstances in which members of a company may of their own volition, consider it best to change the name of the existing company for rebranding purposes, expanding operations, etc.
In this article, we will explain the requirements for effecting a change of name for your existing company.
Please note, by company, we are not referring to a registered business name as there are huge differences between the two.
DIFFERENCES BETWEEN A BUSINESS NAME AND A COMPANY
|1. When you register a business name, you register the name with which you do business, and nothing else||Registering a company goes beyond registering a name to include creating a legal entity that has a separate identity from its founder.|
|2. A registered business name cannot acquire assets in its name, and in the event, it is sued, it is sued in the name of its proprietor(s).||A company possesses human attributes in law. It is capable of owning assets, initiating a court suit, and being sued, all in its name.|
|3. The death of its registered proprietor(s) results in the death of the business.||With the presence of directors and shareholders, the death of a founder does not result in the death of the company.|
|4. All assets and liabilities incurred in the course of business are borne by the proprietor(s).||The assets and liabilities of its members are limited to their contribution as stated in the Memorandum of the company while the company bears the rest.|
HOW TO CHANGE THE NAME OF A COMPANY IN NIGERIA
To effect a change of your registered company’s name requires the following steps;
a. Ensure that your company’s annual returns are filed up to date:
Annual return is different from company taxes. The purpose of an annual return is to inform the Corporate Affairs Commission that such a company exists as a going concern. A company may in addition provide information about changes to a company such as; a change of address, the appointment of new directors, etc.
A company seeking to carry out any form of changes to the company must ensure its annual return is filed up to date, otherwise, it will be difficult to carry out such changes.
To know more about annual returns, please CLICK THIS LINK.
b. The company must ensure that the decision to change its name to a new one, is agreed to by not less than two–thirds of the members of the company.
c. Ensure that the new name you wish to register is available and secured. Our team of legal experts can assist you with this.
d. Upon confirmation that the proposed new name is available and secured, members of the company may commence the process for change of name by completing the required statutory forms.
e. The memorandum of the company which describes its business activities may also be changed to reflect the changes to the name.
f. After fulfilling (a) to (e) above, the statutory fees must be paid while forms and other relevant documents are submitted.
Since a company is regarded as a separate legal person vested with powers to carry out certain activities, a promoter(s) of a company cannot take arbitrary actions without obtaining the consent of other members of the company in question or satisfying the legal requirement with respect to corporate entities in Nigeria.
If you need us to assist you with the change of your company’s name, you may reach out to us here, and we will be delighted to assist you.