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 728. Registered and head office of company
(1) The address of the registered or head office of a company given to the Commission in accordance with section 36 (2) (b) of this Act or any change in the address made in accordance with the provisions of this section, shall be the office to which all communications and notices to the company may be addressed.
(2) Notice of any change in the address of the registered or head office of the company shall be given within 14 days of the change to the Commission which shall record the same : Provided that a postal box address or a private mailbag address shall not be accepted by the Commission as the registered or head office.
(3) If a company carries on business without complying with subsection (2), the company and each officer of the company shall be liable to a penalty prescribed in the regulations every day during which the company so carries on business.
(4) The fact that a change in the address of a company is included in its annual return shall not be taken to satisfy the obligation imposed by this section.
(5) Where a company incorporated before the commencement of this Act has provided an address not in accordance with this section or section 36 of this Act, as the case may be, it shall within 14 days after such commencement comply with the requirements of this section and the failure shall be an offence liable to a penalty as prescribed in the regulations.
Section 729. Publication of name by company
(1) Every company, after incorporation, shall—
(a) 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 ;
(b) have its name engraved in legible characters on its seal, where the company has a seal ; and
(c) 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.
(2) If a company makes default in complying with subsection (1), it is liable to a penalty prescribed in the Regulations for everyday during which the default continues and every director and manager of the company are liable to the like penalty.
(3) If an officer of a company or any person on its behalf—
(a) uses or authorises the use of any seal purporting to be a seal of the company where on its name is not so engraved,
(b) issues or authorises the issue of any business letter of the company or any notice, or other official publication of the company, or signs or authorises to be signed on behalf of the company any bill of exchange, promissory note, endorsement, cheque or order for money or goods wherein its name is not mentioned in that manner, or
(c) issues or authorises to be issued any bill or parcel, invoice, receipt, or letter of credit of the company, wherein its name is not mentioned in the manner, he is liable to a penalty prescribed in the Regulations and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods, for the amount thereof, unless it is duly paid by the company.
Section 730. Fees
(1) Any fee paid to the Commission before the commencement of this Act, is deemed to have been validly paid under this Act.
(2) All fees paid to the Commission, and not otherwise directed by this Act for payment into a particular account, shall be paid into the Consolidated Revenue Fund of the Federation.
Section 731. Form of register
(1) Any register, record, index, minute book or book of account required by this Act to be made and kept by a company may be made by making entries in bound books or in loose leaves, whether pasted or not, or in a photographic film form, or may be entered or recorded by any information storage device that is capable of reproducing the required information in intelligible written form within a reasonable time, or by recording the matters in question in any other manner in accordance with accepted commercial usage.
(2) Where any such register, record, index, minute book or book of account is not kept by making entries in a bound book, but by some other means including electronic means, adequate precautions shall be taken for guarding against falsification and for facilitating its discovery and where default is made in complying with the provisions of this subsection, the company and each officer of the company is liable to a penalty prescribed in the regulations and where the offence is a continuing one, it shall, in addition be liable to a fine to be prescribed in the regulations for every day during which the default continues.
(3) The power conferred on a company by subsection (1) to keep a register, or other record by recording the matters in question otherwise than by making entries in bound books, includes power to keep the register or other record by recording those matters otherwise than in legible form, so long as the recording is capable of being reproduced in a legible form.
(4) If any such register or other record of a company as is mentioned in subsection (2) or a register of holders of a company’s debentures, is kept by the company by recording the matters in question otherwise than in a legible form, the duty imposed on the company by this Act to allow inspection of or to furnish a copy of the register or other record or any part of it, shall be treated as a duty to allow inspection of, or to furnish a reproduction of the recording or of the relevant part of it in a legible form.
What this means
Short answer
A company must tell the Commission of a change of registered office within 14 days, and a postal box is not accepted (section 728). It must display its name and registration number on its premises, letters, cheques and invoices (section 729), and may keep its registers in electronic form with safeguards against falsification (section 731).
Registered or head office
- The address given to the Commission is the address for all communications and notices to the company (section 728(1)).
- A change must be notified within 14 days, and a postal box or private mailbag address cannot be a registered or head office. Mentioning the change in the annual return does not satisfy the duty (section 728(2) and (4)).
- A company carrying on business without complying, and each officer, is liable to a daily penalty set in the regulations (section 728(3)).
Displaying the company’s name
Every company must (section 729(1)):
- paint or affix its name and registration number conspicuously outside every place where it carries on business, in easily legible letters;
- engrave its name on its seal, if it has one; and
- show its name and registration number in all business letters, notices, advertisements and other official publications, and in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods signed for it, and in all bills, parcels, invoices, receipts and letters of credit.
The company, its directors and its managers are liable to a daily penalty for default. An officer who uses a seal without the name, or issues or signs a document that does not carry it, is liable to a penalty and personally liable to the holder of a bill, note, cheque or order for the amount unless the company pays it (section 729(2) and (3)). Using a name ending in Limited, Unlimited, Public Limited Company or Limited by Guarantee without being incorporated as that kind of company also attracts a daily penalty (section 739).
Fees
Fees paid to the Commission before commencement are deemed validly paid, and fees not directed elsewhere go to the Consolidated Revenue Fund (section 730).
Form of registers and records
- A register, record, index, minute book or book of account can be kept in bound books, loose leaves, photographic film, or any storage device that can reproduce the information in intelligible written form within a reasonable time, or in any other manner in accordance with accepted commercial usage (section 731(1)).
- If kept other than in a bound book, including electronically, adequate precautions must be taken against falsification and to help discover it. Default carries penalties set in the regulations (section 731(2)).
- A register kept in non-legible form must be capable of being reproduced in legible form, and duties to allow inspection or give copies become duties to give a legible reproduction (section 731(3) and (4)).
Questions and answers
How soon must a company report a change of registered office?
Within 14 days. Including the change in the annual return does not satisfy the duty (section 728(2) and (4)).
Can a P.O. box be a company’s registered office?
No. The Commission will not accept a postal box or private mailbag address (section 728(2)).
Where must the company name and registration number appear?
Outside every place of business, on its seal, and on business letters, notices, cheques, invoices, receipts and similar documents (section 729).
Can company registers be kept electronically?
Yes, if adequate precautions are taken against falsification and the record can be reproduced in legible form (section 731).
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