Corporate Affairs Commission

By Chinonso Emmanuel Nwoye

“Learning never exhausts the mind”

The above is a near popular saying, and I dare add that meaningful development and advancement is tied to learning, unlearning and relearning. That is what is referred to in many corridors as the “Hegelian Dialectics”.

Globally, there is a movement that has seen a rather heavy infusion of Artificial Intelligence in many, if not all of human endeavour. But as the word suggest, the intelligence is Artificial and as such, is subject to all forms of error. For those who are conversant with core tech development, what is referred to as AI is largely machine learning. Simply put, AI is the creation of machines that perform human intelligence functions.

Recently, the Corporate Affairs Commission in a drive to bring Nigeria’s Corporate Practice in line with global standards and also improve on the ease of doing business, introduced an AI powered company registration system. From experience, one commendable thing about this introduction is the near instant name approval as long as the AI name check hurdle is successfully crossed. In attempting to reserve a name, you are required to choose a unique name, input in in the name checker column, then the infused AI scans the Commissions database for a similar name, even before payment is made. If you get a clean bill of health on the name, you get a green tick, which translates into a hundred percent guarantee that the name would be approved once payment is made and confirmed. Commendably, all of this can take as little as 2 (two minutes).

The challenge however, is the fact that the provisions of S. 852 of Companies and Allied Matters Act (CAMA) seems to be have binned in the deployment of this Artificial Intelligence System. S. 852 of CAMA is to the effect that “the Commission has the right to reject a name that is identical with, or nearly resembles the name of an existing company as to be likely to deceive”. From a company regulation point of view, where a name is so closely similar to an existing name, the Commission simply instructs you to add words that “sufficiently distinguishes” a proposed name from an existing name. I believe it comes from a place of understanding that no name is sui generis enough and capable of being locked in such a way that a name is not capable of being utilized by another in any shape and form.

CASE STUDY

The name Mohammed Abubakar is a really popular name in the Northern Part of Nigeria, and is borne by a decent number of persons capable of floating a business. It means that a company can go by the name Mohammed Abubakar Integrated Resources Limited, while another company goes by the name Mohammed Abubakar Supermarket and Stores Limited. “Integrated Resources” and Supermarket & Stores” are sufficient distinguishing words that suggest that though there is a “Mohammed Abubakar” as a common denominator, the extra words added are sufficiently distinguishing enough not to run fowl of S. 852 of CAMA.

From my current observation and by the workings of AI name checker, names that would have ordinarily scaled for reservation are discarded by the system for having a name similarity score. The name similarity score appears not to be the challenge. The real masquerade is in the fact that the logic and algorithms behind the score selection is not substantiated by CAMA. Under this new system, the Mohammed Abubakar example would not fly.

A good example is the fact that the name LINK POD LIMITED was considered not suitable by AI checker because of a name LINKAD (NIG) LTD for a name similarity score of 87.61%. I am of the firm believe that a human analysis and implementation of the name approval would have seen the name approved or at least not denied on the basis of the name for which it was denied. Link Pod is not the same word as Linkad. Another example is A.B.C.E. NIG CO LTD being blocked by AI checker because of the name B.A.E.E NIG LTD on a name similarity score of 83.56%. Once again, the two names are in no wise similar enough for one to be the reason for the other not to scale. A final example is ABCE NIG. CO. LIMITED being blocked by AI Checker for name ABLE AGES & CO(NIG) LTD for having a name similarity score of 76.43%.

Usually, logic and algorithm are deployed to the determination of this name similarity score and that is where I believe the Commission can improve. If CAMA provides that certain name arrangements can fly, like in the Mohammed Abubakar Case study, then the development of the technology component of it would have to be designed to reflect this position of CAMA, else, we would drift into the cliff where name reservation becomes a serious hurdle to cross except where names that sound like jargon are resorted to in a bid to scale the AI checker as being unique. I also believe that human beings, being the creators of the machine designed to “reduce” human function must continue to monitor these systems to ensure that they conform to the law, because in the end, the law and in fact these technological advancements are made to serve human beings and not the other way around.

While I strongly commend CAC for the drive for development, I think there is need to rethink the name check procedure and systems to ensure that names that should ordinarily be approved if examined by human beings in line with CAMA would still be approved even if scanned or checked by the infusion of Artificial Intelligence. That way, we are guaranteed a sound Corporate Practice where there is a fusion of CAMA and Innovation.

By Chinonso Emmanuel Nwoye, LL. B, B.L LL. M (International law and Diplomacy)

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