UNIT 5

NECESSITY FOR PUBLICATION OF NAME

The necessity for the publication of a company’s name is a fundamental requirement under Nigerian corporate law. A company's identity is primarily tied to its registered name, and ensuring that the public is aware of this name serves multiple purposes, including protecting consumers and stakeholders who engage with the company. The need for transparency is key to fostering trust in commercial transactions. Under the companies and allied matters act (CAMA) 2020, the law mandates that a company’s name must be published in various formats and locations to ensure visibility to the public. Failure to comply with these legal requirements could expose a company and its officers to penalties or legal liabilities. This is because third parties rely on the name for identification, contractual dealings, and the pursuit of legal action when necessary.

LEGAL REQUIREMENTS FOR PUBLICATION OF NAME

The publication of a company’s name is guided by several provisions in CAMA 2020. These provisions dictate how and where a company must display its name for legal compliance. Below are the critical requirements which includes:

1. Display of name at registered office and business premises: See section 815 of CAMA 2020 which stipulates that every company must paint or affix its name in a conspicuous position on the outside of its registered office and every other business location. The name must be legible and in letters that are clearly visible to the public. This requirement ensures that individuals visiting the company’s premises are fully aware of the entity with which they are dealing.
2. Publication of name on official documents: See section 816(1) of CAMA 2020 which mandates that a company’s name must appear on all official documents, including business letters, notices and publications, cheques, invoices, receipts, and bills of exchange, orders for goods and services. The name must be displayed on these documents alongside other critical details like the company's registered number and country of incorporation. This requirement provides clarity and ensures that third parties can easily identify the legal entity responsible for the documents or transactions. See the case of Dike & Sons Ltd v. Odumodu & Co. (Nig) Ltd (1969) LCN/1378 (CA) where the court highlighted the personal liability of company directors who failed to properly disclose the company's name on a business document and the court emphasized that non-compliance with statutory requirements for name publication could expose directors to legal liability.
3. Publication of name on company seal: See section 817 of CAMA 2020 which provides that if a company has a common seal, the company’s name must be engraved on it. This provision underscores the importance of the company’s identity even in its formalized dealings, especially with the execution of deeds and other significant transactions.
4. Misrepresentation or omission of company name: See section 819 of CAMA 2020 which addresses the consequences of omitting the company’s name or misrepresenting it on documents. If an officer of the company issues any document such as letters, cheques, or orders for goods without the correct company name, the officer becomes personally liable for any contracts or obligations arising from the document unless the company pays up. This provision holds company officers accountable for the proper representation of the company. See the case of Global Soap & Detergent Ind. Ltd v. Shittu (2010) 18 NWLR (Pt. 1225) 601 where the court reiterated the importance of transparency and proper identification in business transactions and the company was held liable due to the omission of key details in its documents, which misled third parties.
5. Publication of name for a foreign company: For foreign companies registered to do business in Nigeria, similar provisions apply under section 78 of CAMA 2020 which provides that such companies must display their name at their place of business in Nigeria, accompanied by the country of incorporation. This ensures that their foreign origin is clear to the public.

CONSEQUENCES OF NON-COMPLIANCE

Failure to comply with the legal requirements for the publication of a company's name can lead to several penalties which includes the following:

1. Personal liability: See section 819 of CAMA 2020 which provides that officers who sign documents that do not properly reflect the company’s name could be held personally responsible for the company’s obligations.
2. Fines and penalties: CAMA provides for monetary penalties against companies and their officers for non-compliance. For example, failure to properly display the company’s name at its registered office can result in fines as prescribed by the corporate affairs commission (CAC).
3. Legal uncertainty: Omission or improper publication of a company's name on documents like contracts and cheques can create legal ambiguity, putting the company at risk of unenforceable contracts or litigation from aggrieved parties.

CONCLUSION

The publication of a company’s name is not just a formality but a legal requirement designed to ensure transparency, accountability, and trust in business operations. The provisions in CAMA 2020 clearly outline how a company’s name must be displayed at its office, on documents, and even on its seal. Failure to comply with these requirements could lead to serious consequences, including personal liability for officers and potential fines.