How to Register a Business Name and Incorporate a Company in Nigeria

Oct. 9, 2012 - PRLog -- Q1: What is a business name and why is it so important?

A: A business name is the name which a business trades under for commercial purposes. A business does not actually begin by formulating a business plan or opening a bank account. It starts from choosing a name. There is more to business name than just identity. A good business name is an advertising tool. Many large companies even hire expensive consultants to help them name their businesses, products and services.

Q2: I have this business name that I love so much, and I want to start a business under that name. Can I proceed immediately?

A: No. I think the next thing after you must have done a feasibility study on the business itself is to get the business name registered at the Corporate Affairs Commission (CAC).

Q3: What do you mean by Corporate Affairs Commission?

A: Registration of business in Nigeria is the exclusive responsibility of the Corporate Affairs Commission, also known as CAC; which has its head office in Abuja, and branches in most states of the federation. The CAC is the federal government agency responsible for registration of all companies.

Q4: But I was told that the cost of registering/incorporating a company is expensive. Can't I go on with the business then register the name later?

A: My candid advice is No! Having your business registered definitely confers some credibility on it, given that it then acquires an identity. In many important business activities or relationships you may want to get involved in, details of your business registration will be required. You do not have to wait for such occasions before getting your business into the register of companies - you may miss an important opportunity just for that omission.

Q5: Is that all?

A: No. Using a business name similar or identical to that of a registered business name can land you into problems, including legal issues. Besides, if you have succeeded in doing business for several years under a name which has not been registered, that does not confer ownership of such business name on you. The CAC has to approve the availability of such a business name before you can proceed to file an application to get the name registered.

Q6: Does that mean I may forfeit a business name that I have been trading under and has become so popular in the marketplace just because I didn't register it at first?

A: Yes. Due to your negligence, someone somewhere might have registered that name or a similar one. This means you will lose all the goodwill that name garnered over the years. Do you see that this situation is more expensive?

Q7: I understand that the Corporate Affairs Commission rejects registration of some business names. What are the likely reasons for such actions?

A: Good question! Officials at the CAC use their discretion in approving a business name submitted for search. Business names may be disapproved if such names existed or are similar to the ones on their database. At times, business names are disapproved due to their vague nature. Consider someone who submitted LAW FIRM as a business name!? More so, objects such as INSTITUTION, FOUNDATION and MINISTRY are not likely to be approved as a business name, except when such objects are used for registration of incorporated companies/trustees.

Q8: What difference exists between a business name and incorporation of company or trustee?

A: To start a business, you need to decide on a business name. You also need to choose a business format under which to operate. You need to know the requirements relating to membership of the company, ownership, etc to enable you make decisions you will remain happy with. The routine processes of registration can then be carried out on your behalf by an accredited professional.

Q9: Do you mean business names, companies, and trustees are formats?

A: Yes. It may be called business structures too. You will need to talk to an expert concerning this. However, let me give you a little of what you should know.

Three major classes of registration are available under the relevant law (the Companies and Allied Matters Act of 1990):

(I) Registration of Business Names: This applies to sole proprietorships and partnerships. It is the simplest form of business structure. It is the one-man business, owned by a single person and called ‘enterprise' in the local parlance. The partnership applies to a business where two or more persons agree to jointly own and carry on the business. Given the fairly complex nature of partnerships, it is best to seek the services of experts to assist with the details.

Q10: What about incorporation of companies and trustees?

A: Incorporation of companies is the second class of registration available under this Act. Incorporation recognizes the business as a unique entity, separate from the owners, with statutory powers to own property and sue or be sued. There is thus the concept of limited liability, implying that the individual owner's(shareholder's) liability relating to the business is limited to the amount of his share subscription.

The third class under this Act is the Registration of Incorporated Trustee. This applies to public institutions and associations, operated by a Board of Trustees. This category includes: NGOs, churches, clubs, trade associations, political and civil groups etc.

Q11: Can an ‘enterprise' (business name) be used to carry on all kinds of business?

A: No. The choice of which structure to adopt will depend on the nature of the business, the ownership and evaluation of the benefits, and the pitfalls of each format.

Q12: Why do some people prefer to incorporate a limited liability company?

A: Limited liability companies have grown to become so popular among business owners due to the following reasons:

(I) There is limited liability for individual shareholder.

(II) The standing of the business is enhanced before financial institutions and other parties it does business with.

(III) It has a better access to credit and on even better terms.

(IV) The business is distinct from individual owners; the death of a member does not dissolve the company.

Q13: Can I handle the registration procedures myself?

A: Yes. But the challenge here is that you may receive many queries from the officials at the CAC if you don't comply with certain rules. Though it is cheaper to do the registration yourself, hiring the services of accredited professionals does pay in the long run. However, the CAC specifically requires that only accredited parties carry out the actual registration processing for incorporation of companies and trustees. The accredited professional you choose for the registration process should also be able to provide further advice. As a trained practitioner, he is also familiar with the registration requirements for each business format and processing procedure.

Q14: Now, how long does it take to get my business registered and receive a certificate?

A: The duration depends on the business format you are considering. Applications for registration of business names are usually processed at the zonal office where you submitted an application to be registered; though Name Availability search forms may be forwarded to their head office at Abuja. However, applications for incorporation of companies/trustees are usually forwarded to Abuja for processing. This may take more time.

In either case, the duration also depends on how soon the Name Availability result is released. A name search result could take up to 3-7 days; and the issuance of certificates may take up to 2 to 4 weeks .

Q15: How much does it cost to have my business name registered with the Corporate Affairs Commission?

A: Except you are handling the registration processes yourself, the fee depends on the professional and how he bonds with you with his professional fees, but not the filing fee.