Regulation of Choice of Corporate Name

With a view to regulating choice of corporate names; there are basically three guiding considerations before an approval of a corporate name can be made by the Corporate Affairs Commission. These are:

(a)      Conflicting Names: These are already registered corporate names, business names or trademarks, which cannot be released without the consent of the owner.

(b)      Restricted Names: These are names to be used subject to consent of the Corporate Affairs Commission or solely reserved for a particular type of company – example “Chamber of Commerce” reserved for companies limited by guarantee.

(c)      Prohibited Names: These are names that cannot be approved because of their illegal/offensive deceptive nature, as disclosed in the proposed name or objects.

Again, the law makes provisions for prohibited names and restricted names. The restricted name can be registered but there must be consent of Corporate Affairs Commission duly obtained. For those requiring consent, the practice is that, evidence of initial consent is usually required by the Corporate Affairs Commission before it issues its final consent to register the company/organization.

Section 30(1) of CAMA makes provision for prohibited names. By that section, no company shall be registered by a name which:

a.        Is identical with that by which a company in existence is already registered, or so nearly resembles that name as to be calculated to deceive, except where the company in existence is in the course of being dissolved and signifies its consent in such a manner as the commission requires;

b.        Contains the words “Chamber of Commerce” unless it is a company limited by guarantee;

c.        Which in the opinion of the Commission is capable of misleading as to the nature or extent of its activities or is undesirable, offensive or otherwise contrary to public policy; or

d.        Which in the opinion of the Commission would violate any existing trade mark or business name registered in Nigeria; unless the consent of the owner of the business name or trade mark has been obtained.

Conversely, section 30(2) of the CAMA makes provision for restricted names. The provision states that except with the consent of the Commission, no company shall be registered by a name which

·                   Includes the word “Federal”, “National”, “Regional”, “State”, “Government” or any other word which in the opinion of the Commission suggests or is calculated to suggest that it enjoys the patronage of the Government of the Federation or the Government of a State in Nigeria, as the case may be, or any Ministry or Department of Government; or

·                   Contains the word “Municipal” or “Chartered” or in the opinion of the commission suggests, or is calculated to suggest, connection with any municipality or other local authority; or

·                   Contains the word “co-operative” or the words “building society”; or

·                   Contains the word “group” or “holding”.

Another issue is the issue of reservation of name. Where the name is available, it will be reserved for a period of 60 days to enable the applicant file the incorporation documents – Section 32(1) and (2) of CAMA.

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