Registration of Business Names (Enterprises) under Part B of the Companies and Allied Matters Act

A Business Name refers to the name or style under which the business is carried on whether in Partnership or Sole Proprietorship or otherwise: section 588(1) CAMA. Firm means an incorporated body of 2 or more individuals or one or more individual and one or more corporations who or which have entered into Partnership with one another with a view to carrying on a business for profit.

Under Part B of the CAMA, you may commence business provided you register within 28 Days: section 574 of CAMA. If you don’t register within 28 days and someone breaches a contract you entered into, the business cannot sue.

Please note that this is different from what is obtainable under Part A where you must register before you commence business and under Part C, where you can choose not to register because it is not mandatory.

It is the style of business that is registered and accordingly a Business Name does not enjoy corporate personality. Indeed, one can register a business name even if one is not a lawyer unlike with companies registered under Part A of CAMA, where there is a need for accreditation.

When the Registration of a Business Name is Not Compulsory

Under section 573(1) of CAMA instances when the registration of a business name is not compulsory is highlighted. By section (1) of that section every individual, firm or corporation having a place of business in Nigeria and carrying on business under a Business Name shall be registered in the manner provided in Part B if:

a)          In the case of a firm, the name does not consist of the true surname of all partners without any addition other than the true forenames of the individual partners or the initials of such forenames;

b)          In the case of an individual the name does not consist of his true surname without any addition other than his true forenames or the initial thereof;

c)          In the case of a corporation whether or not registered under the Act, the name does not consist of its corporate name without any addition.

Section (2) of the same section states that notwithstanding Subsection (1) of the Section, where:

(a)      The addition merely indicates that the business is carried on in succession to a former owner of the business, that addition shall not itself render registration necessary;

(b)      Two or more individual partners have the same surname, the addition of “s” at the end of the surname shall not of itself render registration necessary; and

(c)      The business is carried on by a receiver or manager appointed by the court, registration shall not be necessary.

Thus, under the following circumstances, registration of a business name is not compulsory.

·        For an individual, if he uses his full name, initial and surname or the surname without any addition

·        Firm/partnership: if he uses the full name, initial and surname of the partners without any addition

·        Company/corporation: when it uses its corporate name without any addition

·        Partners having the same surname: if there is an addition of an “S” at the end of the surname

When Registration of a Business Name is Compulsory

Registration of a Business Name is compulsory under the following circumstances.

·        If true surname of individual is not used

·        If mixed surname and forename of the partners is used

·        If addition of “& sons”, “& co”, “enterprises”, "Ventures", etc is made

·        If there is any addition or subtraction to company’s registered name

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