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Nominee Shareholders: The Ghost of CAMA 1990

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If your company was registered before August 2020, there's a decent chance it has a shareholder who has never contributed a Naira, never attended a meeting, and never really cared about the business. A cousin. A spouse. An employee. Someone who agreed, as a favor, to hold one share so the paperwork would go through. This was not a loophole. It was the law working as designed. Now that the law has changed, thousands of Nigerian companies are quietly sitting on a structure nobody actually wants anymore. Why the Nominee Shareholder Existed  Under the old Companies and Allied Matters Act (CAMA 1990), every private company needed a minimum of two shareholders to incorporate. It didn't matter if one person was funding, running, and fully owning the business in every practical sense:  the law simply required a second name on the register. Company founders found a way around this. They would allot one share - sometimes a fraction of a percent of the company, to a trusted friend or re...

Cessation of Business in Nigeria: CAC Rules, CAMA 2020, Step-by-Step Procedures, and Everything Else

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Do you have a company or business you no longer operate and just lying dormant? Leaving it that way can present many challenges.  Closing a business in Nigeria is not as simple as shutting your shop or taking your website offline. Under Nigerian law, a registered business name or company continues to exist and continues to attract compliance obligations. This goes on until it is formally deregistered with the Corporate Affairs Commission (CAC). Understanding cessation of business under CAC rules is essential for any entrepreneur, director, or business owner looking to exit cleanly, avoid penalties, and protect themselves from future liability. This guide explains what cessation of business means under Nigerian company law, the legal framework, and practical procedures to close a business or company the right way.  What Is Cessation of Business Under Nigerian Law? Cessation of business refers to the point at which a registered entity, which could be a business name, a limited ...

Filing Trademark Applications in Nigeria: The Procedure

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A trademark is a unique quality that adds a new dimension to your business. According to Section 67 of the Trademark Act is, a trademark is a mark used or proposed to be used in relation to goods for the purpose of indicating, or so as to indicate, a connection in the course of trade between the goods and some person having the right either as proprietor or as registered user to use the mark, whether with or without any indication of the identity of that person, and means, in relation to a certification trade mark, a mark registered or deemed to have been registered under Section 43 of the Trademark Act.  In Nigeria, trademarks are registered under the Ministry of Industry, Trade and Investment. The mark you choose must be distinctive for the goods and services that you provide, have no deceptive qualities, or be intended for illegal or immoral activities, and must not be similar to existing trademarks. Requirements for Filing Trademark Applications in Nigeria  Applicant’s De...

Classes of Trademark in Nigeria

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With your business, company or brand, having a unique identifier is an excellent move. A trademark is a sign, mark, design, or expression that sets your business aside, giving it a clear distinction that differentiates your products or services from your competitors.  Nigerian Law governs the registration of trademarks and applications are mostly arranged according to the description, scope of goods and services, and classification the mark applies to.  Under Nigerian law, goods and services are classified into the 45 International classes following the Nice International Classification of Good and Services of the Nice Agreement 1957.  Goods are listed in classes 1 to 34 while Services are listed from classes 35 to 45. This post contains the list of trademark classes.  Classes for Goods Class 1 : Chemicals used in industry, science and photography, as well as in agriculture, horticulture and forestry; unprocessed artificial resins, unprocessed plastics; manures; fire...