Daily Law Tips (Tip 604) by Onyekachi Umah, Esq., LL.M, you ACIArb(UK)

”CAC REGISTRATION” IS OPTIONAL FOR BUSINESS NAMES AND INCORPORATED TRUSTEES (NGOs, ASSOCIATIONS & CLUBS).

Corporate Affairs Commission (CAC) is one of the federal government agencies in-charge of registration, management and dissolution of corporate entities in Nigeria. There are other government agencies that can register or create corporate entities in Nigeria. They include;

1. The federal and the state legislators for creation of government owned corporations and corporate bodies, like CAC, Central Bank of Nigeria and state boards/commission.
2. Federal Department of Cooperatives of the Federal Ministry of Labour and its equivalents in States and Local Government/Area Councils for formation/registration Co-operatives Societies and
3. The Nigeria Export Processing Zones Authority for Free Zone Registration of entities.
4. The Independent National Electoral Commission (INEC) for formation and registration political parties.

There are three (3) corporate entities that can be registered in the Corporate Affairs Commission and they are Companies, Business Names (trade and trading names) and Incorporated Trustees (associations, societies, religious institutions and not-for-profit organisations). However, by the law (Companies and Allied Matters Act) that created and governs the CAC, there are some business names that need not to be registered.

It is legal and lawful to operate business names (some types of business names) and any incorporated trustees (associations, societies, religious institutions, clubs, fora, groups, committees, charities, foundations, not-for-profit organisations and non-governmental organisations) without registering them with or at the Corporate Affairs Commission (CAC). It is not mandatory to register them, although the benefits of registration are enormous. However, unlike business names (some types of business names) and incorporated trustees, it is mandatory to register companies (including foreign companies), unless the President of Nigeria issues an exemption.

The types of business names that need not to be registered for therm to be legal and lawful, are, :

1. The business name of a firm, if the business name consists of the true surnames of all partners without any addition other than the true forenames of the individual partners or the initials of such forenames. (Examples are (UMAH, YAHAYA & AKINSOLOTU), (ONYEKACHI UMAH, IBRAHIM YAHAYA & PHILIP AKINSOLOTU) or (O. UMAH, I. YAHAYA & P. AKINSOLOTU).
2. The business name of an individual, if the business name consists of his true surname without any addition other than his true forenames or the initials thereof. (Examples are (UMAH), (ONYEKACHI UMAH) or (O. UMAH).
3. The business name owned by any corporation (whether registered with the CAC or not), if the business name consists of its corporate name without any addition. Examples are, the business name known as “UMAH LUXURY WATCHES” owned by a company known as “UMAH LUXURY WATCHES LIMTED” or the business name known as “I WANT TO BE LEARNED SCHOOLS” owned by a co-operative society known as “I WANT TO BE LEARNED SCHOOLS CO-OPERATIVE SOCIETY LIMITED”.

The above listed types of business names will not be required to be registered, even where there are other additions to the names, so far as the following conditions are observed.

1. The additions to the business name merely indicates that the business is carried on in succession to a former owner of the business. This may include words like “AND SONS”. Examples: (UMAH & SONS), (ONYEKACHI UMAH & SONS) or (O. UMAH & SONS).
2. The business name shows that two or more individual partners have the same surname and there is an addition of letter ‘s’ at the end of that surname. (For example, where partners are MR. ONYEKACHI UMAH and MR. AWESOME UMAH, they can have a business name; “UMAH’s”).
3. Towards winding-up of a company, the remaining business and affairs of of the company is carried on by a receiver or manager appointed by any court, as a mere Business Name. Example is where in winding-up (dissolution/termination) of a company, a person is appointed as a Liquidator, to liquidate and manage the remaining affairs of company (known as “YOU AND I WILL TALK NOW LIMITED”) and in the process of liquidation, the liquidator may wish to operate the terminating company as a business name known as “YOU AND I WILL TALK NOW”.

On the part of Incorporated Trustees (associations, societies, religious institutions, communities, clubs, fora, groups, committees, charities, foundations, not-for-profit organisations and non-governmental organisations), there is no need for registration. Registration is optional. The law gives room for groups of persons to exist without being a corporate body.

However, if the persons appointed as the Trustees (ie, Managers) of a group, wish to register their group as a corporate body, the CAC will allow such, provided there is a written authority from the group. It is understood that in exercise of the freedom of association enshrined in the Constitution of Nigeria, people are free to associate and form groups. No one needs the consent of CAC to associate and form groups, unless one wants such group to become a corporate body.

Nigerian laws recognise “Unincorporated Bodies” as well as “Incorporated Bodies”. The Incorporated bodies/entities are bodies that have sought and obtained registration with government or any approved agency of government and have become corporate bodies. The Unincorporated Bodies (also known as Corporation Aggregate) are opposite of the incorporated bodies, they are lawful although not registered as a single corporate entity under any law in Nigeria.

Below are the words of the Supreme Court of Nigeria, on the status of Incorporated bodies and Unincorporated bodies/organisations in Nigeria.
“As a general knowledge we all know that there are incorporated and unincorporated bodies/organisations. The former is an association of persons with distinct legal personality such as companies. The latter deals mostly with partnerships i.e. relationships between persons carrying on business in common, fetching them profits or rewards. Other bodies include Cooperative Societies which are formed by individuals such as farmers, traders and producers of various goods for commercial purposes. Such a society once registered has the advantage of becoming a body corporate with perpetual succession and has power to hold property and enter into contracts. This court has, in one of its decisions of 1989, described such a society to be “a corporation Aggregate.” Agbaje, JSC, went on to say that: “A Corporation Aggregate is a collection of individuals united into one body under a special denomination, having perpetual succession under an artificial form, and vested by the policy of the law with the capacity of acting in several aspects as an individual, particularly of taking and granting property, of contracting obligations and of suing and being sued, of enjoying privileges and immunities in common, and of exercising a variety of political rights more or less extensive, according to the design of its institution, or the powers conferred upon it, either at the time of its creation or at any subsequent period of its existence.” Per, IBRAHIM TANKO MUHAMMAD ,J.S.C ( Pp. 16-17, paras. C-D ) in the case of ONUEKWUSI & ORS v. REGISTERED TRUSTEES OF THE CHRIST METHODIST ZION CHURCH (2011) LPELR-2702(SC).

Following the above presentation, it is clear that CAC is not the only government agency for creation and registration of corporate bodies. Some types of business names can exist and operate without being registered with or created by the CAC or any government agency. Also, groups (including, associations, societies, religious institutions, communities, clubs, fora, groups, committees, charities, foundations, not-for-profit organisations and non-governmental organisations) do not need to be registered with the CAC. They are naturally legal and lawful, so far as they are not secret societies. Any business name or group that is registered with the CAC must be bound by the regulations of CAC.

My authorities are:

1. Sections 1 and 40 of the Constitution of Federal Republic of Nigeria, 1999.
2. Sections 1, 7, 18, 19, 37, 570, 573, 576, 590, 596 and 613 of the Companies and Allied Matters Act, 1990.
3. The Supreme Court’s judgement in the case of in the case of ONUEKWUSI & ORS v. REGISTERED TRUSTEES OF THE CHRIST METHODIST ZION CHURCH (2011) LPELR-2702(SC)

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