Choosing a name is usually one of the first decisions founders want to settle, and it is often the most enjoyable part of starting a company. The legal work behind the name is less exciting, but I think it matters more than most people expect, so before you print materials or pay for a launch it is worth checking the name against CAC's rules and against rights other people already hold in the markets you plan to enter.
Many founders assume that once CAC approves the name, the brand belongs to them. In practice, company registration and trademark registration are separate systems that protect different things, and domain names are controlled in a different way again, so a brand is only properly protected when all of them have been dealt with.
The company name and the brand are protected differently
CAC approval gives you the registered name of the legal entity, and it stops another company being registered with an identical or confusingly similar name. It does not stop a competitor selling similar goods under a similar brand, because that protection comes from a trademark registered for particular goods or services. A domain name, on the other hand, is controlled under the registrar's terms and belongs to whoever holds the registrar account.
For that reason, it makes sense to search CAC's register of company names and the trademark register for similar marks in the classes that matter to you, and then to check the domains and social media handles you want. Look for close variations as well as exact matches, since the legal question is whether people are likely to confuse the two names.
Trademarks in Nigeria are registered under the Trade Marks Act, read with the Business Facilitation Act amendments, through the Trademarks, Patents and Designs Registry, and you should file in the classes that match what the business will actually sell. Nigeria is not part of the Madrid international filing system, so a Nigerian registration does not protect you in other countries and a foreign registration does not protect you here. If you plan to sell in Ghana or the UK, you will need to file there as well.
CAC's restrictions on names
CAMA's name provisions prevent CAC from approving names that are identical or too similar to existing names, as well as names that are misleading or suggest a connection with government. Some words, such as "bank" or "insurance", can only be used with consent from the relevant authority.
Using a regulated word in your name does not give you permission to carry on that activity. A company called "Something Microfinance" still needs a CBN licence before it can do microfinance business, so the name should reflect what the company is actually allowed to do.
Once the name is approved, use exactly the same spelling and punctuation in the incorporation documents and in every contract afterwards. I have seen a small difference between the name on the certificate and the name on a bank form delay onboarding for weeks, which is an avoidable problem.
Incorporate before the reservation expires
Section 31 of CAMA allows CAC to reserve an approved name for up to 60 days. Note the expiry date on your approval and complete incorporation before it passes, because if the reservation lapses the name becomes available to others again and you will have to check availability and apply afresh.
Keep the reservation approval and the certificate of incorporation as separate records. Banks and payment providers will ask for the certificate and a status report, and the details on those documents should match what appears on your invoices and contracts.
If the founders signed contracts before the company existed, the company needs to take them over properly, and I explain how ratification and transfer work in moving the early project into the company.
Get the rights in the logo
Founders are often surprised to learn that a designer who creates their logo owns the copyright in it unless the designer assigns it to them. Under the Copyright Act 2022, that assignment must be in writing and signed by the designer, and paying the invoice does not transfer ownership on its own. A short written assignment covering the logo and the right to adapt it is usually enough, and it should be kept with the payment record.
It is also worth asking the designer whether they used stock images or fonts, because many stock licences prohibit use in a logo or trademark and some font licences restrict commercial use. That should be resolved before you file a trademark application or pay for a large print run.
If a founder commissioned the logo personally before the company was incorporated, the founder should assign it to the company once the company exists. Ask the designer for the source files as well, and store them with the assignment so the company holds both the rights and the files it needs to use them.
Keep the domain in the company's control
The domain should be registered through an account the company controls, with the company named as the registrant. The .ng domains are handled through registrars accredited by NiRA. I come across many startups whose domain is still held in a former developer's personal account, and getting it back can take a long time.
Put the renewal date in the company calendar and turn on automatic renewal where possible, and register any obvious variations of the name that you want to protect. Social media handles are useful, but a username only gives you the rights that the platform's own terms allow.
Decide who manages the DNS settings and company email, and keep the recovery details up to date. If the email address used to recover the registrar account is on the same domain, a lapsed domain can lock the company out of both at the same time.
Changing the name later
A company changes its name by special resolution, followed by CAC approval and the issue of a new certificate. The company remains the same legal person with the same RC number, so its contracts and debts continue as before.
After the change, tell your bank, regulators, customers and suppliers, and update your licences and invoices. Keep the old and new names together with the CAC evidence of the change, because people will continue to send documents in the old name for some time. If the brand itself has changed, file new trademark applications and move the domain and social media handles across.
This article is general information and not legal advice. For guidance on your specific circumstances, speak with us directly.