The sections, word for word
Every section on this subject, exactly as printed in the Official Gazette (Act No. 3 of 2020). The explanation follows beneath.
Section 29. Name as stated in the memorandum of association
(1) The name of a private company limited by shares shall end with the word, “Limited”.
(2) The name of a public company limited by shares shall end with the words, “Public Limited Company”.
(3) The name of a company limited by guarantee shall end with the words, “Limited by Guarantee”.
(4) The name of an unlimited company shall end with the word, “Unlimited”.
(5) A company may use the abbreviations, “Ltd”, “PLC” “Ltd/Gte” and “Ultd” for the words, “Limited”, “Public Limited Company”, “Limited by Guarantee” and “Unlimited” respectively in the name of the company.
Section 30. Change of name of company
(1) If a company, through inadvertence or otherwise, on its first registration or on its registration by a new name, is registered under a name identical with that by which a company in existence is previously registered, or nearly resembling it to be likely to deceive, the first-mentioned company may, with the approval of the Commission, change its name, and if the Commission directs, the company concerned shall change its name within six weeks from the date of the direction or such longer period as the Commission may allow.
(2) If a company defaults in complying with a direction under subsection (1), such company shall, without prejudice to any other lawful action which the Commission may take against it, be liable to a penalty as prescribed by the Commission, for every day during which the default continues.
(3) Any company may, by special resolution and with the approval of the Commission signified in writing, change its name, provided that no such approval shall be required where the only change in the name of a company is the substitution of the words, “Public Limited Company”, for the word, “Limited” or vice versa on the conversion of a private company into a public company or a public company into a private company in accordance with this Act.
(4) Nothing in this Act precludes the Commission from requiring a company to change its name if it discovers that such a name conflicts with an existing trade mark or business name registered in Nigeria prior to the registration of the company and the consent of the owner of the trade mark or business name was not obtained.
(5) Where a company changes its name, the Commission shall enter the new name on the register in place of the former name, and issue a certificate of incorporation altered to meet the circumstances of the case.
(6) The change of name does not affect any right or obligation of the company, or render defective any legal proceeding by or against the company, and any legal proceeding that could have been continued or commenced against or by it in its former name, may be continued or commenced against or by it in its new name.
(7) Any change made in the name of a company under this section shall be published periodically by the Commission in a national daily newspaper and on its website.
What this means
Short answer
A private company limited by shares must end its name with Limited, a public company with Public Limited Company, a company limited by guarantee with Limited by Guarantee, and an unlimited company with Unlimited (section 29). A company can change its name by special resolution with the Commission’s written approval (section 30(3)).
Required name endings
| Company type | Name must end with | Allowed abbreviation |
|---|---|---|
| Private company limited by shares | Limited | Ltd |
| Public company limited by shares | Public Limited Company | PLC |
| Company limited by guarantee | Limited by Guarantee | Ltd/Gte |
| Unlimited company | Unlimited | Ultd |
Sections 29(1) to (5) set these endings and the abbreviations.
Changing a company’s name
Under section 30(3), a company may change its name by special resolution and with the Commission’s approval signified in writing. Approval is not needed where the only change is swapping Public Limited Company for Limited, or the reverse, on converting a private company into a public company or the other way round.
- The Commission enters the new name on the register and issues an altered certificate of incorporation (section 30(5)).
- The change does not affect any right or obligation of the company or any legal proceeding, which can continue in the new name (section 30(6)).
- The Commission publishes the change periodically in a national daily newspaper and on its website (section 30(7)).
When the Commission can require a change
If a company was registered, on first registration or on a new name, under a name identical to an existing company’s or so close that it is likely to deceive, it may change its name with the Commission’s approval. If the Commission directs a change, the company has six weeks, or longer if the Commission allows. A company that does not comply faces a daily penalty set by the Commission (section 30(1) and (2)).
The Commission can also require a change if the name conflicts with a trade mark or business name registered in Nigeria before the company was registered and the owner’s consent was not obtained (section 30(4)).
Questions and answers
What must a company’s name end with?
Limited for a private company, Public Limited Company for a public company, Limited by Guarantee for a guarantee company and Unlimited for an unlimited company (section 29).
Can I use Ltd or PLC instead?
Yes. Section 29(5) allows Ltd, PLC, Ltd/Gte and Ultd as abbreviations.
How does a company change its name?
By special resolution with the Commission’s written approval (section 30(3)). No approval is needed if the only change is between Limited and Public Limited Company on conversion.
How long does a company have to change a name the Commission objects to?
Six weeks from the Commission’s direction, or longer if the Commission allows (section 30(1)).
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