When establishing an entity in Nigeria, compliance with legal requirements is crucial. The Corporate Affairs Commission (CAC) oversees the registration and regulation of registered entities in Nigeria. In certain situations, the Registrar General’s consent is necessary for specific actions related to an entities operations. it is important to Understand these instances, as they are vital to ensure compliance and avoid potential legal complications. In this comprehensive guide, we will explore various scenarios that require Registrar General consent for the entities seeking pre-registration or post registration services with cac in Nigeria.
- Application for reservation of entities Name: when you are applying for the reservation of names of an entity, and such name falls under the category of names under “THE RESTRICTED NAMES LIST”, it means that such name cannot be used unless the Registrar general is fully satisfied with the reason why the applicants are seeking for to use the name.
RESTRICTED NAMES (Section 852 (1) (a), (b), (d) & (2))
Restricted names are names that may only be registered upon satisfaction of certain
conditions prescribed by the Act or Regulations made thereunder.
Restricted names and the conditions for their approval include any name which –
(i) is identical with the name of a registered Company or Limited Liability
Partnership unless the Company or Limited Liability Partnership is in dissolution
and signifies its consent in writing;
(ii) so nearly resembles the name of registered Company or Limited Liability
Partnership as to be calculated to deceive unless the Company or Limited
Liability Partnership is in dissolution and signifies its consent in writing;
(iii) contains the words “Chamber of Commerce” unless it is a Company Limited by
(iv) in the Commission’s opinion violates or conflicts with any trademark or
business name or body corporate registered in Nigeria unless with the written
consent of the trademark or business name owner or trustees of the body
(v) includes the word “Federal”, “National”, “Regional”, “State” or their synonyms
or, in the opinion of the Commission, is an extension or abbreviation of any
such word unless with the consent of the Commission;
(vi) includes the word “Government”, “Municipal” or “Chartered” or any word
which in the opinion of the Commission suggests or is calculated to suggest that
it enjoys the patronage of the Federal Government, a State Government, any
Ministry or Department of Government or connection with any municipality or
other local authority unless with the consent of the Commission;
(vii) contains the word “Cooperative” or “Building Society” or its equivalent in any
other language or abbreviation unless with the consent of the Commission;
(viii) contains the word “Group” or “Holding” or variants, synonyms or extensions of
such word unless with the consent of the Commission.
- Consent shall not be required in the cases of 1 (i), (ii) and (iv) above if the name
includes a sufficiently definitive (not generic) word or words to distinguish it from the
registered entity in relation to scope, extent or area of operations or activities.
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PROHIBITED NAMES (Section 852 (1) (c), (e), (f) & (g))
Prohibited names are names that the Commission is prohibited from approvin
Names under “Prohibited list” are barred from registration
PROHIBITED NAMES (Section 852 (1) (c), (e), (f) & (g)
Prohibited names are names that the Commission is prohibited from approving for
registration of any entity under the Act.
Prohibited names include any name which, in the opinion of the Commission –
(i) is capable of misleading as to the nature or extent of its activities;
(ii) is undesirable, offensive or otherwise contrary to public policy;
(iii) contains any word which is likely to mislead the public as to the nationality,
race or religion of the person by whom the business is wholly or mainly owned
(iv) is deceptive or objectionable because it contains a reference or suggests
association with any practice, institution, personage, foreign state or
government, international organization or international brand or is otherwise
(v) is capable of undermining public peace and national security
Also, if your company intends to change its name, Registrar General consent is essential. This process requires submission of the proposed new name, along with supporting documents, to an accredited cac agent. The Registrar General will review the application, considering factors such as name availability, legal implications, and potential confusion with existing companies. Upon obtaining consent, the company can proceed with the name change, ensuring compliance with the CAC regulations.
2. Conversion/Change of Company Registration Status
Yes,when converting an entity such as a private limited liability company to public limited liabilty company or upgrading a business name to limited such ,trquires the consent of the registrar general.
In this process, the accredited agent needs to evidence the nexus between the owner of the registered entity and the new name being proposed. This will require payment of fees as well.
3. Appointment of a Receiver/Manager: When a company faces financial difficulties, and a receiver/manager is appointed to handle its affairs, whether it is court ordered appointment or appointment by the provisions of the instrument executed by the parties, the Registrar General consent is required, he needs to be aware. In any event , every entity seeking for registrar generals consent must pay the fees associated with the consent, as it is not a free consent, payment of fees does not guarantee the consent approval.