Registration of Companies, Business Names and Incorporated Trustees Under the Nigerian Law

Business is critical in every economy and it has become one of man’s most engaging activities since the advent of the industrial revolution. Most countries of the world have enacted legislations to regulate business activities for the smooth running of society, including Nigeria. COMPANIES The formation and registration of companies are regulated by the Companies and Allied Matters Act (CAMA) and administered by the Corporate Affairs Commission (CAC). According to section 18 of CAMA, the minimum number of persons required to form a company is two. Where an infant is involved, there must be at least two adults to meet the requisite minimum of two members. It most be noted that both natural and artificial or juristic persons can form a company, provided they are not disqualified under any circumstances set out under section 20 of CAMA. For instance, a natural person is not allowed by law to join in the formation of a company if: – He is less than 18 years, unless there are two other person of full age and capacity who are also members that can meet up with the legal minimum of two members. – He is of unsound mind and had been so found by a court of law in Nigeria or elsewhere. – He is bankrupt, certified by court order. – He is disqualified from being a director of a company by order of court for fraudulent activities relating to promotion and management of a company under section 25 CAMA. The object and governing rules of a company are set up in two statutory documents, called Memorandum of Association and Articles of Association.   BUSINESS NAME Business name is required where an individual intends to do business as a sole proprietor in which case he does not intend to call on the public to invest in the business through shares or any other means. He undertakes to manage his business and employ labour according to his financial capacity. Business name is the most convenient form of doing business by a sole proprietor or partnership in a more recognizable form. Business name can be registered as a sole proprietorship or partnership business. Thus, the essence of registration is to secure the “Name Style.” The following persons or their combination can register a business name: – An individual – Partnership firms – Companies There are however restrictions for infants and persons previously involved in fraudulent trade practices.   INCORPORATED TRUSTEES Incorporated Trustees are non-business and non-profit making organisations. They are formed to facilitate the acquisition of corporate personality by a community of persons bound together by customs, religion, kingship, sociology or nationality, literary development, sports, science, education etc. All associations, churches, clubs, etc. are registered under Part C of CAMA and are referred to as Incorporated Trustees. Unlike companies which must be registered before they can commence business, organisations that are registrable under Part C of CAMA as Incorporated Trustees can operate without registration, but cannot take advantage of the incidences of incorporation unless registered.     About the Writer: Evans Ufeli is a lawyer and the author of acclaimed novel, ‘Without Face’. He is also an Alumni member of the Writers Bureau, Manchester, a highly sought-after conference speaker with a passion for the concept of change. He lives in Victoria Island, Lagos. You can contact him via Facebook: Evans Ufeli, Email: evanylaw@yahoo.com, Twitter: @Evansufeli and Phone: 08037712353. He blogs atwww.ethicsafrica4u.wordpress.com.

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This article was first published on 23rd November 2015 and updated on May 3rd, 2016 at 10:12 am

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