Change of Company name in Nigeria can be carried out by every Company registered with the Corporate Affairs Commission (CAC) in Nigeria. Companies have the right and liberty to change its name at any point in time after incorporation subject to name availability i.e. so long as the new name is not already in use by another corporate entity registered with the Commission.
REASON FOR CHANGE OF COMPANY NAME IN NIGERIA
There are a number of reasons a company may choose to change its name; it could be as a result of a change in status and business objectives, as a result of a change in ownership through a merger or acquisition, and even just for the purpose of rebranding the corporate entity in other to create a different and unique identity from its competitors in the market.
PROCEDURE FOR CHANGE OF COMPANY NAME IN NIGERIA
Below are the required documents for changing your company’s name with the Corporate Affairs Commission (CAC):
- Special Resolution of the Company for Change of Name (signed by a director and secretary or two (2) directors): The First step is for the Company to hold a general meeting with its members and agree to change the name. This agreement should be put into a Special Resolution and must be signed by a director and secretary or two (2) directors of the company.
This Special Resolution is a document that would be attached to the application for a change of name and the application must be filed with the CAC within 15 days of the passing of the special resolution.
- Availability Check and Reservation of Name Approval (For the New Name): The next step of changing a company’s name is to conduct a search on the new name; this helps the applicant company to be sure that its desired name is not already in use by another organization. Once it is confirmed that there are no existing names similar to the new name, they may then proceed to apply for the reservation of the name through the Company Registration Portal (CRP), wait for an approval from the CAC and proceed to print out the name availability approval for submission with all the other documents.
- Modified Memorandum and articles of association: After a resolution is passed by the company and the desired name is approved by the CAC, the company is required to modify its Memorandum and Articles of Association (MEMART) to reflect the new name. The modified MEMART must then be signed by the shareholders of the company against their names.
No other information should be changed in the modified MEMART otherwise it would not be accepted by the CAC.
- Application Letter for Change of Name: The Company is also required to write an application letter directed to the Director General of the CAC, stating its intention to change the company’s name and also the reasons for the change. This Letter should be written on the company’s letter head and signed by a director and secretary or two (2) directors of the company.
- Submit Original Certificate of Incorporation of the Company: Since the application is for a change of the company’s name and the CAC certificate carries the name of the company, the CAC requires that the original certificate of the company should be submitted along with all the other documents for change of name. The old certificate would be cancelled and a new certificate reflecting the new name will be issued to the company.
- Ensure the Company’s Annual Returns are filed and up to date: No application for a change of name will be approved by the CAC if the company has not filed its annual returns up to date. As such, it is important for the company to file its annual returns yearly before applying to change its name.
If a company defaults on filing its annual returns, it will be obligated to pay a default fee to the CAC when updating its annual returns.
Submission of the Application and all accompanying document is not the final step in the process; the CAC must accept the application and issue a new certificate to the company. It should therefore be noted that until the application is approved by the CAC and a new CAC Certificate is issued to it, the company must continue to operate with its old name.
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