Globally, companies change their names for several reasons and in response to changing circumstances. Some common reasons for change of name backed up with popular examples include, but are not limited, to:

1. Expression of growth and expansion. A good example of this is the move made by Facebook, the social media giant in 2021, wherein it changed its name to Meta. The move was meant to signify the company’s transition beyond social media into the metaverse.
2. Improvement of brand identity. In 2007, Apple Computers changed its name to Apple to enable it to focus more on consumer electronics.
3. Mergers & Acquisitions. Stanbic Bank Nigeria Limited’s acquisition of Chartered Bank & IBTC is a good example. This acquisition resulted in the emergence of a new entity, called Stanbic IBTC Bank Limited.
4. Localisation purposes. Following Nigeria’s indigenisation decree in 1979, May & Baker Nigeria Limited changed its name to Embechem Nigeria Limited. However, it has since reverted to May & Baker Nigeria Limited.
5. Avoidance of negative associations. The tobacco company: Phillip Morris changed its name to Altria Group in what is commonly assumed to be a move to distance itself from the fact that it sold tobacco.
6. Regularising outdated or lengthy names. The multinational fast food restaurant Pete’s Super Submarines changed its name to Subway as customers found the name outdated and too lengthy to pronounce.

In other instances, a company may be compelled by a regulator to change it name. For instance, in a recent statement published on its website, the Corporate Affairs Commission (CAC) directed 4,173 Bureau De Change entities whose licences were revoked by the Central Bank of Nigeria to change their names and objects1. These companies have three (3) months to comply with the CAC’s directive or face cancellation of their certificate of incorporation and dissolution.

Consequently, the decision to change a company name is significant and requires careful consideration, especially in terms of the law, practice, and procedure for the change of name and the obligations that arises after the name change.

A. Change of Company Name:

The Companies and Allied Matters Act, 2020 (“CAMA 2020”) provides that a company may by a special resolution and with the approval of the CAC change its name1. However, before passing a special resolution and seeking the CAC’s approval for change of name, the company must first choose a new name and ascertain if the proposed new name is available for its use and acceptable to the CAC. In essence, a company seeking to properly and effectively effect name change must adopt the following steps:

1. Choose a new name: The first step in changing a company’s name is for the board of directors or shareholders of the company to choose two prospective new names. Just like a new company that is about to be registered, it is imperative that the proposed new names comply with CAC’s guidelines for the selection of names and that they do not infringe on any existing registered trademarks or business names.
2. Conduct a name search: To ascertain that the prospective new names are available for use and acceptable to the CAC, the company must conduct an “availability search and name reservation” with the CAC. Once the CAC approves any of the two names suggested, the company can then proceed to pass a special resolution approving the change of its name.

B. Passing a Special Resolution

Under CAMA 2020, a special resolution is one passed by at least three-fourths (i.e. 75%) of the votes cast by members of the company in person or by proxy at a general meeting for which 21 days’ prior notice had been given to members of the company1. Thus, a company is required to convene a general (or extraordinary general) meeting of its members to pass a special resolution for the change of its name. However, for private companies, the need to convene a general meeting is unnecessary, because a written resolution signed by all the members of the company is as valid and effective as a resolution passed in a general meeting.

Please note that as a natural consequence of the change of its name, a company must amend its Memorandum and Articles of Association (MEMART) to reflect the change of its name. In certain instances, the company may also change the object clauses of its MEMART to reflect the new business objectives of the company. Consequently, in passing a special resolution to change its name, the company must also pass a special resolution to alter its MEMART2 to reflect the new name and/or the objects of the company. You can see what a special resolution looks like here.

Upon passage of the special resolution, the company may proceed to amend its MEMART to reflect the new name/object of the company and apply to have the amended MEMART duly stamped by the Federal Inland Revenue Service (FIRS).

C. Application to the CAC for approval of the change of name

As noted earlier, the CAC’s approval must be obtained for any name change to be valid and effective. A written letter addressed to the CAC and signed by two directors of the company, or a director in the case of a small company will suffice in this regard, provided that the letter indicates the change being made to the company’s name and the reason for the change. You can see what an application letter looks like here.

D. File annual returns of the company up to date.

CAMA 2020 requires all companies in Nigeria to file annual returns to the CAC every year following their incorporation. Where a company fails to file its annual returns up to date, the CAC will not entertain any application such company submits for filing until the annual returns are duly filed and updated. This is in addition to being liable to penalty for late filing1.

Please note that an application for change of company name must be filed with the CAC within 15 days of the passing of the special resolution, otherwise, the company will be liable to penalty for late filing. To avoid the risk of violating the statutory timeline for filing an application for change of name, it is advisable that the annual returns of a company are filed prior to passing the special resolution for a change of name.

E. Submission of Application and Approval by the CAC

The CAC receives applications for change of name through its online portal. If the CAC is satisfied with the submitted application, it will approve the change of name and issue a new certificate of incorporation bearing the new name of the company, and the company’s change of name becomes effective from the date the certificate is issued.
You can order and download the full suite of template documents for your application for change of name and objects of your company here.

F. Post-Approval Obligations of the Company

Following the successful change of name by a company and the issuance of a new certificate of incorporation by the CAC, the company must update its business letterhead, company seal, invoice, receipt, email signatures, business cards, official publications and other internal documents to reflect the new name.

In addition, the company must notify the various government agencies and other institutions it deals with in its ordinary course of business, of its change of name. Prominent amongst these agencies and institutions a company must notify post-change of name are: (a) its regulator (if it is a regulated entity,); (b) the Federal Inland Revenue Service, (c) the various State Inland Revenue Services where its employees are based, (d) its bankers and insurers; etc.

If the company owns assets (movable and immovable), it may also make an application to the registries where those assets are kept to rectify proprietorship details in respect of the assets. Regarding its contractual counterparties such as employees, suppliers, lenders, creditors, landlords, tenants, licensors and licencees, a company may enter into variation agreements to effect the change of name in such contracts.

Please note that the change of name by a company will not affect any right or obligation of the company or invalidate any legal proceeding by or against the company. In fact, any legal proceedings may be commenced or continued against the company in its new name.
We are available to advise and support your company on all regulatory, statutory and compliance matters as you may require.

For further information, please contact info@cmadvocatesnigeria.com, tasotie@cmadvocatesnigeria.com or 07065255012.

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