CAC GUIDELINES FOR NAME RESERVATION FOR INCORPROATED TRUSTEES
When registration a business or company in Nigeria, one of the first step is to search the availability of the intended name or company. This process is call “NAME RESERVATION”
In this blog, we explained the Corporate Affairs Commission (CAC) Name Reservation Guidelines for INCORPROATED TRUSTEES Registration in Nigeria.
The Companies and Allied Matters Act, 1990 (hereinafter referred to as CAMA does not make sufficient provisions for name reservation under Part “C” of CAMA as it does for Part “A” and Part “B”. Section 593(a) however, provides that the constitution of an association shall state the name or title of the association which shall not conflict with that of a company, or with a business name or
trade mark registered in Nigeria. It is worthy of note that this is the only provision expressly and directly regulating the reservation of name under Part “C” CAMA.
Thus relevant provisions outside part “C” must be employed to govern issues not expressly provided.
SECTION 673 (1) Provides that: – Where one or more trustees are appointed by any community of persons bound together by customs, religion, kingship, or nationality or by anybody or association or persons established for any religions, educational, literary, scientific, social development, cultural, sporting or charitable purpose, he or they may, if authorized by the community, body or association (hereinafter referred to as “the association”) apply to the commission.
Read: How to register INCORPROATED TRUSTEES (Foundation)
A number of points worthy of note have been raised in the above provision:
I. Registered trustee must either be a community of persons, a body of persons or an Association of persons.
II. Also based on the above provision, name reservations under Part “C” of CAMA are categorized into the following:
(a) Religious Association
(b) Educational Association
(c) Literary Association
(d) Scientific Association
(e) Social Development Association
(f) Cultural Association
(g) Sporting Association
(h) Charitable Association
Examples of applications that may be allowed are names presented with the following words: Community, Body, Foundation/Fun, Initiatives, Society, Club, Centre, Mosque, Church, Ministry, Outreach, Chapel, Mission/Embassy Assembly etc.
It should be noted that names that fall within the categories mentioned above are in exhaustive
PROHIBITED AND RESTRICTED NAME RESERVATION:
Section 593 prohibits the registration of an association under a title or name which is in conflict with that of a company,
or with a business name or trade mark registered in Nigeria.
Relying on the provision of section 673 quoted above is clearly insufficient and may lead to the registration of names that are misleading, undesirable, offensive or contrary to public policy which is certainly not the intention of the legislature. It is therefore imperative to apply the provision of other sections of the laws to compliment the above provision. Thus section 30(1) and (2) which provides for prohibited and restricted names under Part “A” are relevant. It is noteworthy that the combined effect of Sections 30(1)(a), 579 and Section 593 (a) is that registered company names, business names, incorporated trustees and trade mark should not
conflict with or violate each other are by extension applicable to reservation of names under Incorporated Trustees.
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PROHIBITED NAME RESERVATION: –
These are names that are not allowed and are out rightly rejected on application. They include the following.
(A) Names which are identical with already registered names. These categories of names are not registrable. This is to avoid duplication, confusion and guard against passing off.
(B) Names which are so similar with an already registered company, Business names or incorporated trustee as to be calculated to deceive. The emphasis here is that, similarity of names alone does not suffice; the similarity must be such as to cause deceit or confusion. Examples of similar names are:
(1) Friends of the Needy LTD (Registered)
(2) Friends of Needs Forum (Application)
(I) Will of God Church (Registered)
(II) Will of God Bible Church (application)
(C) Names that are, in the opinion of the commission, capable of misleading as to the nature or extent of its activities or are undesirable, offensive or otherwise contrary to public policy. i.e. names that are vague or misleading e.g. Rescue Operations.
The above name is capable of misleading as it has not clearly reflected whether it is a body or an association or a community of persons.
Similarly, other names may be undesirable, offensive or otherwise or contrary to public policy. Examples of such names include the following:
(1) Promiscuous Society of Abuja
(II) Cybercrime Promoters and Hackers Association
(III) Foundation of Gay Marriages
It is very important to note that, in order for a name not to be vague or misleading; it must be self-explanatory, it must established that, it is either an association, or a body or community of persons and must convey a comprehensive meaning in itself.
For example: – Good Samaritan Accident Victims Foundation.
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It will be out of place if the aims and objects of the association are aligned and in harmony with the proposed name. Therefore, approving a name under it depends largely on the aims attached to same which serves as a guide for the approving officers. Thus, every application; whether new, revalidation or re-entry must be accompanied by aims and objectives. For example, the aim of Good Samaritan Accident Victims Foundation is to provide assistance and first aid to accident victims. Conversely, where a name of an association is Divine Guidance Health Foundation and its principal aim it to promote sporting activities or cultural development among youths, such a name would not be allowed as the name is at variance with its aims/objectives.
RESTRICTED NAME RESERVATION: –
These are names or words that are not out rightly rejected but are allowed with Commission’s consent. They Include: – Federal,
National, Regional, State, Government Municipal, Chartered, Cooperative, Group or Holding.
It is very important for approving officers to always remember that, rejection of names within the confines of the law falls under two categories to wit: Prohibited or restricted. Thus, for any name or word to be rejected, there must be legislation or regulation made pursuant to powers conferred by law.
Flowing from the above, Prohibited names are:-
(a) Identical names
(b) Names that are so similar as to be calculated to deceive
(c) Misleading names
(d) Undesirable names
(e) Offensive names
(f) Names contrary to public policy
The current practice and guideline for name reservation under Part ‘C’ prohibit certain names/words but, in some cases, without justification. These words are partnership, Programme, Project, Services, conference and Committee.
Other words in this category include; Council and Guide. While words such as conference and committee may be refused because it suggest a very temporal gathering, a careful look at the meaning of the other words shows that, the use of such words depends on the circumstances of each case. For Example, names such as: partners in the eradication of HIV/AIDS, Association for the promotion of Islamic education integration programme, Association for Hausa cultural resuscitation project, Bwari Council of Elders, etc may be allowed.
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DISCRETIONARY WORDS
Some words under the current practice are regarded as discretionary and approval is based on the discretion of the approving officers. These words include crusade, Vanguard, Organization, league, Action, Union, Forum, Campaign, Alliance and Network etc. While discretion will continue to play an important role in availability approval, it must be exercised objectively; so that, whether or
not an application may be approved depends on how the word is employed.
E.g. Forum for the promotion of poultry farming, People Living with HIV/AIDS Network, Centre for education & Campaign against Corruption etc.
Where the use of any of the words mentioned above is in such manner as to suggest involvement of government at any level (federal, state or municipal), then the Commission’s consent must be sought and obtained.
UNION
The word ‘union’ is allowed subject to the context in which it is employed. Where the usage suggest a tribal, town or other registrable bodies under part ‘C’ then it should be allowed. Example:- Orlu Town Progressive Union, Union of Hausa People Abuja, Union for the advancement of Science education, etc. where the usage of the world suggestive of a trade union, (association of employees or
association of employers) then the name should not be allowed Example:- Textile and Garments Employees Union, Union of Road Transport Employers etc.
The names should not be allowed as they are governed by the Trade Union Act. (See Section 541(2)
NAMES SUGGETING PROFIT MAKING VENTURE: –
Names under Part “C” of CAMA are for charitable/development purposes and not business concerns. Thus any application suggesting a profit sharing venture should be rejected.
THE USE OF REGIONAL NAME RESERVATION:
With reference to the provisions of Section 30 (2) of the Act which requires consent for the use of any word suggesting
government patronage, regional names such as Northern Nigeria, Southern Nigeria, Niger Delta, etc. except where they are used as suffix, require consent of the Commission. E.g. Niger Delta Youths Association, Northern Nigeria cultural foundation, etc, require consent.
USE OF “STATE” AND ”LOCAL GOVERNMENT” IN A NAME RESERVATION:-
Where: State” or “local government” or “Area council” or “municipal” is added to a proposed name, such application should be subjected to the consent of the Commission or State/local government concerned. This rule applies only where the name and the word “state” are coming at the beginning of the name.
E.g. Lagos State Youths Association. Where however the name starts with name of a state or local government, without the addition of the word “state” or local government”, etc such names should be allowed without any consent.
Similarly, where name of a state followed by the word “state”, is employed as a suffix, the application requires no consent. Examples include: Bauchi Educational Development Association, Fish Sellers Association Lagos State, meat Sellers Association Imo State.
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THE TWO WORD RULE:
The two words rule applicable to name reservation under part ‘A’ unless otherwise provided, shall apply mutatis mutandis to availability applications under part ‘C’ Examples: Divine Guidance evangelical mission existing, and application for Divine Guidance International Ministry should be allowed as the last two words have clearly differentiated them.
SYNONYMOUS:
In the current practice, where an application contains two or more synonymous words such as Church Chapel Mission, Embassy, Ministry, Outreach, Assembly such names are usually denied and the applicant is asked to make a choice between them. E.g Dominion Christian Chapel Assembly, Church of God Mission, Chapel of God Ministry, word of life Chapel Church, etc.
Unless where the name is vague or misleading, this practice is unjustifiable
SPECIFIC NAMES AND EXCEPTION TO THE TWO WORDS RULES:
Where an application suggests in a clear term the intention of the association, the two word rule would not come to play. E.g. Samuel Abayomi Educational Foundation, Samuel Abayomi Health Foundation. From the forgoing Health and Educational are specific, and thus, distinct from each other.
USE OF PERSONAL NAMES IN THE REGISTRATION OF FOUNDATION:–
Hitherto, single word or name preceding the word “Foundation” is disallowed on the ground that the applicant should give full or add one more name or word to aid clarity. A single name preceding foundation should be allowed unless there is an identical or similar name existing. In the absence of that, it is the subsequent applicant that should be asked to vary his own. E.g. El-Rufai Foundation. This name should be allowed in the absence of any similar name and any subsequent applicant be asked to add one or more names to vary his own. E.g. El-Rufai Mohammed Foundation.
LOCALIZATION RULE:
Certain names are capable of co-existing when domesticated in various towns and localities of the federation. For example: –
Muslim Schools Proprietors Association and Muslim Schools Proprietors Association of Abuja.
Note that locality alone suffices to make a difference in two similar names. For example: Jolly Friends Club Lagos and Jolly Friends Sokoto.
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THE USE OF “RESEARCH” IN ASSOCIATION:
Just like it is registrable as a company limited by Guarantee, the word “research” with the aim of conducting research in advancement of those provisions mentioned in Section 590 (1); i.e. to carry out religious, educational, literary, scientific, cultural, sporting research, with a view to providing charitable services to the community, such names should be allowed.
MINISTRIES OR CHURCHES IN PLURAL: – under the current practice, only a singular form of the above words are allowed. Thus, an application for names such as: International Renaissance Ministries, Global Salvation Missions, etc. where not allowed. This practice has no legal basis and should be discountenanced.
NAMES RESERVATION IN LANGUAGES OTHER THAN ENGLISH:
Under the current practice, names in languages other than English are usually queried as ‘vague’ or are
sometimes couched in Arabic language and seeking registration for the advancement of Islamic Education/Religion. Such names should be allowed provided the stated objects are lawful. E.g. Madarast-ul Isamiyya Wa Arabiyya, Masjid-ul Islamiyya, Jama’atu Izalatu Bid’a Wa Ikamatu Sunnah, Ansarudden Society, etc.
USE OF “OF NIGERIA” The use of “of Nigeria” or “Nigeria” in a name reservation should be allowed without the requirement for consent; but the approving officer should consider the aims and objectives and ensure that the Association does not proclaim itself as an umbrella body of all such similar associations.
NAME OF A COUNTRY IN NAME RESERVATION: – The authorization of the Embassy of the country
concerned should be sought and obtained.
WHERE A COMPANY INTENDS TO FORM A FOUNDATION: – If any company intends to register a foundation under Part ‘C’ using its corporate name e.g. “MTN Foundation,” “Dangote Foundation”, etc, a copy of the company’s certificate of incorporation and a resolution of the company authorizing the application must be attached to the availability application.
NETWORK: This can be allowed where it is used as a suffix. FORUM: The word “Forum” can be allowed in a name provided it does not have political undertone.
MOVERMENT, DEMOCRACY, GOOD GOVERNMENT IN NAME RESERVATION: – The word “Movement” suggests militancy while “Democracy” and “Good Governance” suggest politics and not within the purview of Section 590 of the Act. Such names require consent of the Registrar General.
AGENCY, CONGRESS IN NAME RESERVATION: – The two words are not registrable under Part ‘C’ as they do not suggest perpetual succession.