Corporate Affairs Commission’s warns against misuse of name/acronyms and publication of false or misleading information.

Introduction

On 29^th of April 2025, the Corporate Affairs Commission (CAC or Commission) issued a circular addressing two key subject matters: Mandatory Display of Business Information and Publication of false/misleading information. The circular is directed at Companies, Limited Liability Partnerships (LLPs), and Business Names (including sole proprietors).

Mandatory Display of Business Information

In its circular, the Commission emphasised that pursuant to Section 863 of the Companies and Allied Matters Act (CAMA) 2020, it is an offence to carry on business as a Company, Limited Liability Partnership (LLPs), or Business Name (including sole proprietors) without proper registration as provided under CAMA. Furthermore, it is also an offence to conduct business under any name or acronym other than the one duly registered with the Commission.

The Commission further highlighted Section 729 of CAMA, which mandates every registered entity to clearly and consistently display its registered name and registration number as follows:

1. Paint or affix, and keep painted or affixed, its name and registration number on the outside of every office or place in which its business is carried on, in a conspicuous position, in letters easily legible.

2. Have its name engraved in legible characters on its seal, where the company has a seal; and

3. Have its name and registration number mentioned in legible characters in all business letters of the company and in all notices, advertisements, and other official publications of the company, and in all bills of exchange, promissory notes, endorsements, cheques, and orders for money or goods purporting to be signed by or on behalf of the company, and in all bills or parcels, invoices, receipts, and letters of credit of the company.

Publication of False/Misleading Information

In addition to emphasizing name disclosure, the Commission has reminded the public of Section 862 (1) of CAMA, which criminalizes the wilful submission of false or misleading information in any return, report, certificate, balance sheet, or other statutory document as provided by the Act.

For clarity, by that provision, any person who knowingly provides materially false information commits an offence and is liable upon conviction:

1. To imprisonment for a term of up to two years; and

2. In the case of a corporate entity, a daily fine as the court may determine for as long as the default continues.

Six weeks compliance timeline

Companies have been granted a six-week window from the date of the circular to regularize the use of any name (or acronym) that has not been duly registered. Failure to comply within the stipulated period may attract regulatory sanctions, including enforcement actions by the Commission.

Compliance Steps for Companies

Companies are advised to consider the following options to ensure compliance and avoid penalties and other punitive measures.

• Registration with CAC: All unregistered businesses should ensure proper registration with CAC and operate within the registered name/acronym.

• Publication of Business Information: Companies must ensure that their duly registered names and registration numbers are legibly printed in conspicuous areas, including on signposts, letterheads, official correspondence, company seals and all marketing and publicity materials.

• False/Misleading Publication: Companies are expected to exercise due diligence in ensuring that all information disseminated such as returns, reports, certificates, and balance sheets are accurate and factual. Additionally, any name or acronym used in the course of business must be duly registered with the Corporate Affairs Commission and must not be false, misleading, or capable of causing confusion.

This newsletter is for information purposes only. Please contact (mariam.akinyemi@jee.africa or t.oliver-jude@jee.africa) for additional information or clarification