Change of Company Name Resolution (Nigeria)

A Nigeria Change of Company Name Resolution package is the set of internal corporate documents that a company must prepare and pass before making a formal application to the Corporate Affairs Commission (CAC) to change its registered name under Sections 31 to 37 of the Companies and Allied Matters Act (CAMA) 2020. The package consists of two resolutions: a board of directors resolution and a special resolution of the members (shareholders).

The board resolution is the first step: the board resolves to initiate the name change process, directs the company secretary to conduct a name availability search on the CAC's Company Registration Portal (CRP), and, once a suitable name is confirmed available, approves the proposed new name and convenes a general meeting of members to pass the special resolution.

The special resolution is the definitive corporate authority for the name change. Under Section 258(1) of CAMA 2020, a special resolution requires a 75% majority of members entitled to vote. Once passed, the special resolution (certified by the company secretary) must be filed with the CAC within 15 days under Section 259 of CAMA 2020, together with the CAC name change application and the prescribed filing fee.

The resolution package is distinct from the CAC filing. The resolutions create the internal corporate authority; the CAC filing is the external administrative act that gives the name change legal effect on the public register. Both are required. The CAC will not process a name change application without the certified special resolution.

The legal framework governing the Change of Company Name Resolution (Nigeria) centres on Sections 31 to 37 and Section 258 to 259 of the Companies and Allied Matters Act (CAMA) 2020, administered by the Corporate Affairs Commission (CAC). Section 36 of CAMA 2020 provides that a change of name does not affect any existing rights or obligations of the company — contracts, proceedings, and licences in the former name remain valid. The Companies Regulations 2021 prescribe the filing fees for name change applications. The Federal Inland Revenue Service (FIRS) must be notified under the Companies Income Tax Act (CITA) Cap C21 LFN 2004 to update the company's Tax Identification Number (TIN) records. Sectoral regulators — including the Central Bank of Nigeria (CBN) under the Banks and Other Financial Institutions Act 2020 (BOFIA 2020), the Securities and Exchange Commission (SEC Nigeria) under the Investments and Securities Act 2007, and the National Insurance Commission (NAICOM) — must be formally notified and may require licence re-issuance. The Trademarks Registry at the Federal Ministry of Industry, Trade and Investment should be notified where the company's registered trademarks under the Trade Marks Act Cap T13 LFN 2004 need to be updated to the new name. The Nigeria Data Protection Act 2023 (NDPA), administered by the Nigeria Data Protection Commission (NDPC), governs personal data of directors and shareholders in CAC records disclosed during the name change process. The Federal High Court has jurisdiction over CAC disputes under Section 251 of the Constitution of the Federal Republic of Nigeria 1999. The Supreme Court of Nigeria is the apex court. Forms-legal.com provides this template as a starting point for Nigeria-compliant company name change documentation.

A Change of Company Name Resolution package in Nigeria is needed whenever a company decides to change its registered name — whether for rebranding, regulatory compliance, acquisition, or CAC direction. The board and special resolutions must be prepared and passed before the CAC application can be made.

When a company undergoes a strategic rebrand and the board determines that the current registered name no longer reflects the company's business identity, the resolution package documents the corporate decision and authorises the company secretary to make the CAC application.

When the CAC issues a direction to a company under Section 37 of CAMA 2020 to change its name — for example, because the name is too similar to another company — the company must pass the requisite resolutions and file the name change with the CAC within 60 days of the direction.

When a company is acquired by a new owner who requires the company to drop the old name and adopt a name aligned with the acquirer's brand, the resolution package is a transaction closing deliverable, executed at or before the completion meeting.

When a regulatory body requires a company to change its name — for example, because the company has surrendered a regulated activity licence that its name implies — the resolution package initiates the process.

When a company listed on the Nigerian Exchange Group (NGX) or quoted on the NASD OTC Securities Exchange wishes to change its name, the Securities and Exchange Commission (SEC Nigeria) under the Investments and Securities Act 2007 and the NGX Rulebook require prior notification to the exchange and shareholder approval at a general meeting. The CAC name change filing under Section 259 of CAMA 2020 must be made within 15 days of the special resolution. The Federal Inland Revenue Service (FIRS) requires notification to update the company's Tax Identification Number (TIN) records under the Companies Income Tax Act (CITA) Cap C21 LFN 2004. The Pension Fund Administrator (PFA) and the National Pension Commission (PENCOM) must also be notified to update payroll and employer registration records under the Pension Reform Act 2014. The Nigeria Data Protection Act 2023 (NDPA), administered by the Nigeria Data Protection Commission (NDPC), governs personal data of members and directors processed during the general meeting and CAC filing under Section 25 of the NDPA 2023. The National Industrial Court of Nigeria (NICN) has jurisdiction over employment disputes related to the name change under the Labour Act Cap L1 LFN 2004. The Federal High Court has jurisdiction over CAC registration challenges under Section 251 of the Constitution of the Federal Republic of Nigeria 1999. The Supreme Court of Nigeria is the apex court for all civil corporate matters.

A complete Nigeria Change of Company Name Resolution package should contain the following elements.

Board resolution: Date, names of directors present, quorum confirmation, proposed new company name (and one alternative), authorisation of a CAC name availability search, and authorisation to convene a general meeting. Signed by the chairman and the company secretary.

Notice of general meeting: Formal notice sent to all members specifying the date, time, and venue (or virtual meeting details), and the proposed special resolution wording, sent in compliance with the notice period required by the Articles of Association (typically 21 days for a special resolution under CAMA 2020).

Special resolution: The resolution passed at the general meeting, specifying: 'That the name of the Company be and is hereby changed from [Current Name] to [New Name].' The resolution must record the percentage of votes in favour, the date of the meeting, and the quorum present.

Certified copy: The company secretary's certification of the special resolution as a true copy — the CAC requires the certified copy for filing.

CAC name availability confirmation: Evidence from the CAC CRP that the proposed new name is available — usually a screenshot of the name availability search result.

Name change notice to parties: A form letter notifying banks, counterparties, regulators, and other parties of the name change, referencing the CAC Certificate of Change of Name number and date once issued.

Amendment to constitutional documents: A concurrent special resolution to amend the Memorandum and Articles of Association to reflect the new name, where the name appears in those documents.

Post-name-change compliance: Within 28 days of the CAC issuing the Certificate of Change of Name, the company must update all business stationery, official documents, signage, and website to display the new name under Section 852 of CAMA 2020. Failure to do so is an offence under CAMA 2020, and the Corporate Affairs Commission (CAC) may impose fines on the company and its officers.

FIRS and tax records update: The Federal Inland Revenue Service (FIRS) must be notified via the FIRS Integrated Tax Administration System (ITAS) to update the company's Tax Identification Number (TIN) records under the Companies Income Tax Act (CITA) Cap C21 LFN 2004. VAT registration records with the FIRS under the Value Added Tax Act Cap V1 LFN 2004 (as amended by Finance Act 2020) must also be updated.

Sectoral licence update: Where the company holds licences from the Central Bank of Nigeria (CBN) under BOFIA 2020, the Securities and Exchange Commission (SEC Nigeria) under the Investments and Securities Act 2007, the National Insurance Commission (NAICOM), or NAFDAC, each regulator must receive a certified copy of the CAC Certificate of Change of Name and a formal notification letter, and the licence may need to be re-issued in the new name.

Data protection: The Nigeria Data Protection Act 2023 (NDPA), administered by the Nigeria Data Protection Commission (NDPC), governs personal data of members and directors processed during the name change procedure under Section 25 of the NDPA 2023. Privacy notices on the company's website should be updated to reflect the new name.

Forms-legal.com provides this template as a starting point for Nigeria-compliant company name change documentation. The Federal High Court has jurisdiction over CAC disputes under Section 251 of the Constitution of the Federal Republic of Nigeria 1999. The Supreme Court of Nigeria is the apex court.