PART E: BUSINESS NAMES

ESTABLISHMENT OF BUSINESS NAMES REGISTRY, APPOINTMENT AND FUNCTIONS OF HEAD OF OFFICE AND OTHER OFFICERS

 

 

811. There shall be established in each State of the Federation, a registry of business names where there shall be kept a register in the prescribed form in which shall be entered such matters as are required by this Act or any regulation made under it to be entered in it.

 

 

 

 

Establishment of business names registry in each state.

812. (1) The Registrar-General appointed under section 9 of this Act shall be the Registrar of Business Names.

 

(2) Suitable staff of the Commission may be appointed from time to time to be head of office and other officers of the Business Names Registry in each State of the Federation as may be necessary for the administration of this Part of this Act.

 

Appointment of head of office and other officers of business names registry.

813. (1) The Registrar shall cause business names to be registered in accordance with the provisions of this part of this Act.

 

(2) For the purpose of the registration under this Part, of the business names of a firm, individual or corporation at any of the offices for business names, any head of office may, subject to any direction that the Commission may give, perform any act or discharge any duty which the Registrar may lawfully perform or discharge or is required by this Act to perform or discharge, and, subject to that, any reference in this Part to the Registrar, unless the context otherwise admits, shall accordingly be deemed to include a reference to a head of office.

 

(3) Without prejudice to the generality of the foregoing provisions of subsection (1), a head of office may be assigned to the Business Names Registry in a State for the purpose of registering business names and keeping a register of business names.

 

Functions of the head of office.

REGISTRATION OF BUSINESS NAMES

 

814. (1) 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 this Part 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 initials thereof; or

 

(c) in the case of a company, whether or not registered under this Act, the name does not consist of its corporate name without any addition.

 

(2) Notwithstanding subsection (1) 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 of itself render registration necessary;

 

(b) two or more individual partners have the same surname, the addition of an "s" at the end of that surname shall not of itself render registration necessary; and

 

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

 

 

 

 

Registration of business names.

815. (1) Every individual, firm or company required under this Act to be registered shall, within 28 days after the individual, firm or corporation commences the business in respect of which registration is required, furnish to the Registrar at the registry in the State in which the principal place of business of the individual, firm or company is situated, a statement in writing in the prescribed form, signed as required by this section and containing the following particulars —

 

(a) the business name or, if the business is carried on under two or more business names, each of those business names;

 

(b) the general nature of the business;

 

(c) the full postal address of the principal place of business;

 

(d) the full postal address of every other place of business;

 

(e) where the registration to be effected is that of a firm —

 

(i) the present forenames and surname, any former forenames or surname, the nationality and, if that nationality is not the nationality of origin, the nationality of origin, the age, the sex, the usual residence and any other business occupation of each of the individuals who are partners; and

 

(ii) the corporate name and registered office of such company which is a partner;

 

(f) where the registration to be effected is that of an individual, the present forenames and surname, any former forenames or surnames, the nationality and, if that nationality is not the nationality of origin, the nationality of origin, the age, the sex, the usual residence and any other business occupation of the individual;

 

(g) where the registration to be effected is that of a company, the name and registered office of the company; and

 

(h) the date of commencement of the business, whether before or after the coming into operation of this Act.

 

(2) Where the registration to be effected is that of an individual or a firm, some or all of whose partners are individuals, there shall be submitted to the Registrar copies of the passport photographs of the individual certified in a manner required by the Registrar.

 

(3) Where the registration to be effected is that of a firm or individual carrying on business on behalf of another individual, firm or corporation whether as nominee or trustee, the statement required by subsection (1) to be furnished shall contain the following particulars in addition to the particulars required by that subsection —

 

(a) the present forenames and surname, any former forenames or surname, the nationality and, if that nationality is not the nationality of origin, the nationality of origin and the usual residence of each individual on whose behalf the business is carried on; and

 

(b) the name of each firm or corporation on whose behalf the business is carried on.

 

(4) Where the registration to be effected is that of a firm or individual carrying on business as general agent for any concern carrying on business outside Nigeria and not having a place of business in Nigeria, the statement required by subsection (1) to be furnished shall, in addition to the particulars required by that subsection, state the name and full postal address of each such concern, provided that in the case of a firm or individual carrying on business as general agent for three or more such concerns, it shall be sufficient to state the fact that the business is so carried on and the countries in which the concerns carry on business.

 

(5) A statement furnished in accordance with subsections (1) - (4) shall in the case of a —

 

(a) statement furnished by an individual, be signed by him;

 

(b) statement furnished by a firm, be signed by each individual who is a partner and by a director or the secretary of each Corporation which is partner; and

 

(c) corporation, be signed by a director or the secretary:

 

Provided that, if the statement is accompanied by a statutory declaration made by any person to the effect that he is a partner of the firm or is a director or the secretary of a corporation which is a partner of the firm, the statement may be signed by that person alone.

 

(6) A statement furnished in accordance with subsections (1) - (4) by an individual who is a minor or by a firm of which one of the partners is a minor shall, in addition to the requirements of subsection (1), be signed by a magistrate, legal practitioner or police officer of, or above the rank of Assistant Superintendent of Police.

 

(7) If an individual, firm or corporation makes default in complying with the provisions of this section, the individual, corporation or every partner in the firm commits an offence and is liable on conviction to a fine prescribed in the Commission's regulations for every day during which the default continues, and the Court shall order a statement of the required particulars to be furnished to the Registrar within such time as may be specified in the order.

 

Procedure for registration.

816. (1) On receipt by the Registrar of the statement of particulars required to be furnished under section 815 of this Act, he shall, subject to subsection (2) and to the provisions of any regulations made under this Act, cause to be entered in the register the business name of the individual, company or firm and file the statement.

 

(2) The Registrar shall add to the business name in the register the identification letters of the State which shall be in brackets at the end of the business name, and these shall form part of the business name.

 

Entry of business name in the register.

817. (1) On the registration of any individual, firm or corporation under this Act, the Registrar shall issue a certificate in the prescribed form containing the business name of the individual, firm or corporation.

 

(2) On the registration of any change in the particulars registered in respect of any firm, corporation or individual, the Registrar may in his discretion either amend the certificate previously issued or issue a fresh certificate.

 

(3) A certificate issued under this section shall be sent by registered post or delivered to an individual, firm or corporation registering, who shall thereupon exhibit and thereafter maintain the same in a conspicuous position at the principal place of the business so registered:

 

           Provided that —

 

(a) where a fresh certificate has been issued under subsection (2), the provisions of this subsection shall apply to such fresh certificate; and

 

(b) where any certificate has been lost or destroyed or rendered illegible, a copy of such certificate certified by the Registrar may be exhibited in place of the original.

 

(4) Where an individual, firm or corporation registered under this Act has more than one place of business, the original certificate shall be exhibited and maintained as required by subsection (3) at the principal place of business and a copy of the certificate certified by the Registrar shall be exhibited and thereafter maintained in a conspicuous position in each of the other places of business.

 

(5) If an individual, firm or company makes default in complying with the provisions of subsection (3) or subsection (4), the individual, corporation or every partner in the firm is liable to a penalty for every day during which the default continues, the penalty shall be determined in accordance with regulations made by the Commission from time to time.

 

Certificate of registration.

818. (1) Whenever a change is made or occurs in the particulars required by section 815 of this Act to be furnished in respect of any individual, firm or corporation registered under that section, other than particulars as to the age of an individual, the individual, firm or corporation shall within 28 days after such change notify the change to the registrar.

 

(2) The notice required under subsection (1) shall be in writing signed as provided in section 815 of this Act.

 

(3) If an individual, firm or corporation makes default in complying with the provisions of this section, the individual, corporation or every partner in the firm is liable to a penalty for every day during which the default continues, the penalty shall be determined in accordance with regulations made by the Commission from time to time.

 

Registration of changes.

REMOVAL OF BUSINESS NAME FROM REGISTER

 

819. (1) If an individual, firm or corporation registered under this Act ceases to carry on business, it shall be the duty of the individual or if he is dead, his personal representative, or of a partner in the firm at the time it ceased to carry on business, the director or liquidator of the corporation, within three months after the business has ceased to be carried on, to send by post or deliver to the Registrar a notice, stating that the individual, firm or corporation has ceased to carry on business.

 

(2) On receipt of such a notice as mentioned in subsection (1), the Registrar may remove the individual, firm or corporation from the register.

 

(3) Where the Registrar has reasonable cause to believe that any individual, firm or corporation registered under this Act is not carrying on business, he may send a notice by registered post to the individual, firm or corporation, unless an answer is received to such notice within two months from the date thereof, the individual, firm or corporation may be removed from the register.

 

(4) If the Registrar either receives an answer from the individual, firm or corporation to the effect that the individual, firm or corporation is not carrying on business or does not within two months from the date of the notice receive an answer, he may remove the individual, firm or corporation from the register.

 

(5) If any person whose duty it is under subsection (1) to give notice that any individual, firm or corporation has ceased to carry on business fails to comply with the provisions of that subsection, he commits an offence and is liable on conviction to a fine in such amount as the Commission shall specify in its regulations.

 

 

 

 

Removal of name from register.

MISCELLANEOUS AND SUPPLEMENTAL

 

820. (1) Every individual, firm or corporation required by this Act to be registered shall in all trade catalogues, trade circulars, show cards, complimentary cards, notices, bills of exchange, promissory notes, endorsements, cheques, orders for money or goods, invoices, receipts, letters of credits, advertisements, business letters and other official documents issued or sent by the individual or firm to any person, have mentioned in legible characters —

 

(a) in the case of an individual, his present forenames or the initials thereof and present surname and any former forenames or surname and his nationality; and

 

(b) in the case of a firm, the present forenames or the initials thereof and present surname, and any former forenames or surnames and the nationality of all the partners in the firm or in the case of a company being a partner, the corporate name; and

 

(c) the registration number of the business name.

 

(2) Without prejudice to section 19, the provisions of subsection (1) do not apply in relation to a document issued by a firm with more than 20 partners if the following conditions are met -

 

(a) the partnership maintains at its principal place of business a list of names of all the partners;

 

(b) no partners' name appears in the document, except in text or as a signatory; and

 

(c) the document states in legible characters the address of the firm's principal place of business and that the list of the partner's names is open to inspection there.

 

(3) Where a firm maintains a list of the partners' names for the purposes of this section, any person may inspect the list during ordinary business hours.

 

(4) Any member of the firm, who, without reasonable justification, refuses or sanctions the refusal of an inspection required by a person in accordance with this section, commits an offence and is liable to a fine in such amount as the Commission shall specify in its regulations.

 

(5) Where an individual referred to in subsection (1) is a minor, the words "a minor" shall be added, in brackets, after his name.

 

(6) If an individual, firm or corporation fails to comply with this section, the individual or each partner in the firm is liable to a penalty in such amount as the Commission shall specify in its regulations.

 

 

 

 

Publication of true name.

821. Where any firm or individual required under this Act to furnish a statement of particulars or of any change in particulars, makes default in so doing, the rights of such defaulter under or arising out of any contract made or entered into by or on behalf of such defaulter in relation to the business in respect of which particulars where required at any time while he is in default, shall not be enforceable by action or other legal proceedings either in the business name or otherwise:

 

       Provided that —

 

(a) the defaulter may apply to a High Court in which any such contract would otherwise be enforceable for relief against the disability imposed by this section and a High Court in which any such contract would otherwise be enforceable, on being satisfied that the default was accidental, or due to inadvertence, or some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may grant such relief either generally as regards all contracts enforceable by the court or as respect any particular contract and on such conditions as the court may impose; and

 

(b) nothing shall prejudice the rights of any other parties as against the defaulter in respect of such contract, if any action or proceeding shall be commenced by any other party against the defaulter to enforce the rights of such party in respect of such contract, nothing shall preclude the defaulter from enforcing in that action or proceeding by way of counterclaim, set-off or otherwise such rights as he may have against that party in respect of such contract.

 

Liability of person in default.

822. (1) Every individual, firm or corporation carrying on business under a registered business name shall, not later than the 30th day of June in each year, except the calendar year in which the business name is registered, deliver to the Commission a return in a prescribed form showing the particulars of the individual, firm or corporation and the nature of the business carried on.

 

(2) The returns shall be accompanied by the financial statement of the individual, firm or corporation in the business during the preceding period of January 1 to December 31.

 

(3) The returns and the accompanying financial statement shall be signed, in the case of an individual or firm consisting only of individuals, by the individuals and in the case of a corporation or a partner who is a corporation, by a director and the secretary.

 

(4) Every individual, firm or corporation that fails to comply with any of the provisions of this section is liable to a penalty and a daily default penalty prescribed in the Commission's regulations.

 

Annual returns.