After a company is incorporated, its owners may find it necessary to change or update certain registration details with the Corporate Affairs Commission (CAC). These updates are called post-incorporation filings, and two of the most common involve changing a company’s registered name and changing its registered office address. These changes may be required for branding, restructuring, compliance, or operational reasons.
Below is a practical guide to understanding when such changes are required, the legal basis under the Companies and Allied Matters Act (CAMA) 2020, and the step-by-step procedures to follow.
1. Changing Your Company’s Registered Name
A company’s name can be changed either voluntarily by the company or compulsorily by the CAC.
a. Compulsory Change of Name
The CAC may direct a company to change its name in specific situations. Under section 30 of CAMA 2020, this may happen where:
- A company was inadvertently registered with a name that is identical to or confusingly similar to an existing company’s name.
- The name conflicts with a registered trademark, and the trademark owner did not give consent.
- A court determines that the company’s name constitutes passing off and orders a name change.
When the CAC issues such a directive, the company must comply within six weeks, or within a longer period approved by the Commission.
b. Voluntary Change of Name
By the provisions of Section 30(3) of CAMA, “Any company may be Special Resolution and with the approval of the Corporate Affairs Commission signified in writing, change its name, provided that no such approval shall be required where the only change in the name of a company is the substitution of the words, “Public Limited Company” for the word “Limited” or vice versa on the conversion of a private company into a public company or a public company into a private company in accordance with the provisions of CAMA.”
Companies may also choose to change their names voluntarily for several reasons, such as:
- Corporate restructuring
- Entry of new investors or partners
- Rebranding to refresh public perception
- Correction of brand damage or loss of goodwill
- Market repositioning, etc.
Procedure for Voluntary Change of Company Name
The steps involved in changing your company’s name to a newly preferred one generally follow the procedure below, and engaging a corporate lawyer to manage the procedure can help ensure a more efficient process:
1. Board Meeting
The process of changing your company’s name with CAC begins with a formal meeting of the Board of Directors, where the need for a new name is discussed. The board reviews the reasons for the change, whether for rebranding, restructuring, or compliance, and passes a board resolution authorizing management to begin the name-change process with the CAC.
2. Name Availability Check
Before adopting a new name, the company must conduct a name search on the CAC portal to confirm that the proposed name is not already in use or too similar to an existing name. If it is available, the company reserves it to prevent others from using it during the application process.
3. Special Resolution
A Special Resolution is then passed at a general meeting of the company. The resolution approving the new name must be signed by at least two directors, as required by CAC.
4. Application to the Corporate Affairs Commission
After the Special Resolution, a formal application is submitted to the CAC, stating the reason for the change. The application is also signed by the authorized officers of the company usually two directors or a director and the company secretary.
5. Required Documents and Approval
The application must include:
- Original Certificate of Incorporation
- Updated CAC forms
- Evidence of payment of filing fees for name change
- Annual returns must be up to date
- Revised Memorandum and Articles of Association reflecting the new name
Once the application and accompanying documents are submitted, the CAC will review the application. If no objection is raised, CAC publishes the name change in the official gazette and issues a New Certificate of Incorporation.
Finally, a new name does not affect the company’s existing rights, obligations, or ongoing legal actions. Any lawsuit filed under the former name simply continues in the new name.
2. Changing Your Company’s Registered Address
Every registered company in Nigeria must maintain a physical, verifiable address that appears on CAC records. This is where official correspondence, notices, and legal documents may be delivered. If the company relocates or wishes to adopt a new operational address, it must formally notify the CAC to update its records.
a. Information Required for Change of Registered Address
To update your company’s address, you will need:
- The new registered address
- Signatures of the director(s)
- Signature of the company secretary (if applicable)
- A board resolution approving the address change
- Evidence that Annual Returns are fully filed and up-to-date
Note that before you initiate any post-incorporation filings such as change of address or change or name, your company’s annual returns must be up to date.
b. Steps to Change Your Company’s Registered Address
The procedure involved in changing your company’s registered address with the CAC includes:
1. Pass a Board Resolution
The first step is for the Board of Directors to formally approve the decision to change the company’s registered address. This resolution must be properly documented and signed by the two directors or a director and the company secretary.
2. Complete the Relevant CAC Form
The company must fill out and submit the relevant CAC Form for the new registered office address. A lawyer familiar with CAC filings can help ensure the form is completed correctly and all supporting documents are aligned.
3. Ensure Annual Returns Are Updated
The CAC will not process and approve an application for change of address if the company’s annual returns are not up to date. All outstanding filings must be regularized before submitting the application. A lawyer can assist in reviewing the company’s compliance status and filing any outstanding returns to avoid bottlenecks.
4. Submit Application & Pay Filing Fees
After preparing all documentation, the application is submitted to CAC alongside the prescribed fees for the address update and an updated status report. Once approved, the company’s registered address is officially updated in its records. The new address then reflects on the company’s status report and CAC database.
Conclusion
Updating your company’s name or registered address is a straightforward compliance requirement, but must be handled properly to avoid regulatory issues. Whether you are rebranding your business or relocating your office, you must notify CAC to ensure your company remains compliant, and alignes with Nigerian corporate regulations.
If you are considering any post-incorporation changes for your company, a lawyer can guide you through the process, prepare the necessary resolutions and filings, and ensure that you meet all CAC requirements without delays or mistakes.
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