Post-Incorporation Matters

Preliminary Steps Before Commencement of Business

Four main activities follow after incorporation:

• Trading from the registered address / head office.
• Publication of name.
• Keeping statutory books.
• Making statutory filings.

Registered and Head Office of a Company – S728

After registration, a company must trade or operate from its registered address. If any change occurs, it must notify the CAC in writing within 14 days. Even if it was already operating prior to the commencement of CAMA 2020, it must within 14 days comply. The address must be a physical address, not an online one. Failure to comply attracts a penalty of a fine, the amount of which is to be prescribed in the regulations.

Certificate of Incorporation

Upon registration, a certificate of incorporation will be issued. The certificate must be displayed conspicuously by the company in all its offices.

Publication of Name by Company – S729

Every company, after incorporation, shall:

• 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;
• Have its name engraved in legible characters on its seal, where the company has a seal; and
• Have its name and registration number mentioned in legible characters in all business letters, 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.

Failure to comply attracts a fine penalty, to be prescribed by the regulations.

Summary of Publication Requirements

• Publication of name on the name plate.
• Publication of name on the common seal.
• Publication of name in official documents and bills of exchange.
• Publication of name on invoices and receipts.
• Publication on letterheads.
• Displaying the certificate of incorporation in a conspicuous place.
• Failure to comply attracts a fine to be fixed by regulation.

Corporate Name vs Trade Name

The “name” in this regard involves both the corporate name and the trade name: