A Comprehensive Guide to Changing Objects with the Corporate Affairs Commission (CAC) in Nigeria
Introduction to Changing Objects with CAC in Nigeria
Changing objects with the Corporate Affairs Commission (CAC) in Nigeria is an important process for entities such as business names and limited liability companies, looking to modify their activities or expand their operations.
In this post, we will walk you through the step-by-step procedure of changing objects with the CAC, ensuring compliance with the relevant laws and regulations. Let’s get started!
What is an Object: In the corporate world, An Object is the Specific activity a company or business is set out to do, or is currently doing. An object clause is a usually found in the memorandum of association of a company, while it is written on the certificate and application documents of a business name.
It outlines the specific activities and purposes for which the company was established. When a company wants to change its objects, it is necessary to make alterations to this clause. It is important to note that an object of company is different from the article of association of a company. An article of association of a company is the constitution of the company. it reflects on the control and management of the internal affairs of the company’s management.
The Need for Object Change
It is the best approach, for an entity to consider the need for change of objects Before proceeding with the process.
Some common reasons why a registered entity may want to change its object includes but not limited only to need for diversification of business activities, expansion into new markets, or adaptation into new technologies. whayever may be the case, it is advised to Ensure that the proposed changes follows the due process and also gets the company pursuing its align with its long-term goals and vision.
Under CAMA 2020:
Alteration of Objects For a Limited liability Company must comply with the requirements, as set down in the laws.
- Special Resolution.
- New Memart reflecting altered clauses (Stamped).
- Court order (where applicable)
- All companies that are registered before 3rd January, 2021 should submit the full memo as altered
- filling out the form on cac accredited agent portal
It is important to note that the original subscribers’ clause cannot be altered.
CHANGE OF OBJECTS OF A BUSINESS NAME WITH CAC
Every registered business has its nature of business, the process of Changing the nature of business of a registered business name, is different from that of company.
Under the New Cac law, there is need for special resolution passed by the members of the company, for there to be change of objects.
Under the new rules, business names are not required to pass a special resolution, however it must include the date of such resolution ,when making the change. entities that fail to file the notice of change of nature of business with cac on time, are penalized, and must pay default fee to cac.
What is Special Resolution? A special resolution :- In corporate world this is a type of resolution that requires voting approval by 75% of the members of a company present in person or via proxy at a company meeting of which adequate notice was given by the Company’s secretary. It is important to note that companies make resolutions at a meeting, virtual or physical, the secretary issues notice of such meetings, company’s meetings can be annual general meetings, or such others as chosen by members of the company.
Every company resolution must be on a company’s letterhead, and signed by the Managing director and or secretary of the company.
CHANGE OF OBJECTS OF AN INCORPORATED TRUSTEE:
An Incorporated trustee is different from business names and limited liability companies.
The management of an incorporated trustee such as Club, foundation, Association, are, under the care of registered trustees of such association. it is important to note that for incorporated trustees, they are expected to make amendment to their constitution for enable them to effects such change.
INCORPORATED TRUSTEE AMENDMENT OF CONSTITUTION
REQUIREMENTS FOR AMENDMENT OF CONSTITUTION
- Extract of the minutes of meeting
- Copies of the newspaper publications containing details of the amendment and signed by the executives of the Association. Newspaper publication must be in one local and one national newspaper.
- filling out the form online on an accredited cac agent.
Pricing of Change of Objects: The change of objects is not free , the commission charges fees for such changes, and also your accredited cac agent will consider his/her service charge for the change depending on the entity type,
It is usually expected that when opting for change of objects, it is important to follow the guideline, as any error can lead to refusal by the commission.