registration of business name as limited

RE-REGISTRATION OF BUSINESS NAME AS A LIMITED LIABILITY COMPANY IN NIGERIA

Business Name registration refers to the registration of the name and style under which a business is carried on. Unlike Limited Liability Company registration, Business Name registration does not confer the entity with a distinct legal personality, and the liability of the Business-owner(s) is not limited. Thus, business owners who had earlier registered business names may desire to re-register such entities as limited liability companies.

HOW TO RE-REGISTER A BUSINESS NAME AS A LIMITED LIABILITY COMPANY

  • ANNUAL RETURNS UPDATE

Annual return is a mandatory requirement that must be complied with by every registered entity in Nigeria. Annual Returns with respect to registered Business Names are to be filed not later than the 30th day of June for every preceding year except the calendar year in which the business name was registered. Before a registered Business Name can be re-registered as a Limited Liability Company, the Promoters must ensure that the Annual Returns are up to date.

  • RESERVATION CODE APPLICATION AND NAME RESERVATION

The second step to re-registering a Business Name as a Limited Liability Company is to apply for the reservation code and reserve one of the proposed names with the Corporate Affairs Commission. The promoter is to suggest two names and each of the proposed names must end with the word “Limited” or its abbreviation “Ltd”. If any of the names suggested is available and registrable, it will be reserved by the Corporate Affairs Commission.

At the point of applying for the reservation code, the promoter is expected to fill in information regarding the proposed Company, its Directors and Secretary which will include but not limited to:

  1. Proposed Name of the Company (Two (2) Names are to be submitted for approval)
  2. Particulars of the Company: the Registered Office Address, Email Address & Phone Number
  3. Objects of the Company
  4. Details for the Memorandum and Articles of Association
  5. Particulars of all the Directors and Secretary:
    • Full name
    • Address
    • Email Address
    • Phone number
    • Date of Birth
    • Occupation, etc.
  6. The Promoter will also be required to upload relevant documents:
    • Letter of Consent
    • The Business Name certificate

.

  • SHARE CAPITAL AND SHAREHOLDERS’ DETAILS

Upon the reservation of the name, the promoter will be required to fill in details relating to the share capital and the shareholders. The Promoter will also be required to upload all relevant documents such as Identity Cards, E-signatures, among others.

  • PAYMENTS & SUBMISSION

After filling out the forms and uploading relevant documents, the Promoter will be required to make payments of the requisite fees and submit the application.

  • REGISTRATION APPROVAL

Upon due re-registration of the Business name as a Limited Liability Company, a Certificate of Incorporation will be issued by CAC together with the Status Report detailing the Company’s information and the duly stamped Memorandum and Articles of Association.

CONCLUSION

Re-registering a Business Name as a Limited Liability Company involves the above-listed processes and procedures. Some of these processes can only be undertaken by persons and entities accredited by the Corporate Affairs Commission. Consequently, it is advisable to engage the services of an accredited agent to ensure a seamless registration process.

By the Company Secretarial and Regulatory Compliance Department of Aekley Solicitors, Nigeria.