BY EMEKA NWADIOKE

It is no longer news that the Corporate Affairs Commission (CAC) has given all business owners and entrepreneurs a June 10, 2025, deadline to register their businesses or face prosecution. The warning is contained in a Public Notice issued by the Commission and dated April 29, 2025.

The implication of the warning is that business owners who fail to take advantage of the 6 weeks window to register their businesses may face prosecution by the Commission.

According to the notice seen by this author and published in some national newspapers on April 29, 2025, “every Company, Limited Liability Partnership, Limited Partnership and Business Name proprietor(s) is hereby required to ensure full compliance with the above requirements of the Act within six (6) weeks of this notice failing which the Commission shall take all necessary steps (including prosecution) to enforce compliance.”

Aside from warning business owners against making false or fraudulent representations (apparently a fallout of the CBEX investment scheme scandal), the Commission states that “The General Public should note that Section 729 of the Act requires every Company registered under the Act to state its name as registered and its registration number outside every place where it carries on business.

“In addition, the Company is required to state its registered name and registration number on all its official publications, including its letterhead, signage(s), marketing and publicity materials.” This is a part of what is generally known as ‘post-incorporation protocols.’

By way of penalty for non-compliance with the post-incorporation protocols, Section 729(2) of the Companies and Allied Matters Act (CAMA) 2020 provides that “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.”

There is no gainsaying that all business owners are required to register with CAC before they can lawfully carry on business operations in Nigeria. Section 863(1) of CAMA provides that “A person or association of persons shall not carry on business in Nigeria as a company, limited liability partnership, limited partnership or under a business name without being registered under this Act.”

Non-compliance with the mandatory requirement to register with CAC may attract prosecution and a penalty. This is grounded in Section 863(2) of CAMA which provides that “If an individual, corporation or association of persons required under this Act to be registered carries on business without registration or under a name registration of which has been refused or cancelled under his Act, the individual, corporation or every partner in the firm COMMITS AN OFFENCE (emphasis supplied) and is liable on conviction to a fine prescribed in the Commission’s regulations from time to time, of N200.00 for every day during which the default continues, and the Court shall order a statement of the required particulars for the registration of the business to be furnished to the Commission for registration within such time as may be specified in the order.”

However, only the Attorney-General of the Federation & Minister of Justice is empowered by both the Constitution of the Federal Republic of Nigeria (CFRN) 1999 and the Administration of Criminal Justice Act (ACJA) 2015 to prosecute federal offences.

Accordingly, the Commission must obtain a ‘Fiat’ or consent from the Attorney-General of the Federation & Minister of Justice to prosecute business owners who fail to register their business before the June 10, 2025, deadline. In so doing, the Commission will rely especially on Section 174(2) of the Constitution and Section 104(2) of ACJA to prosecute such defaulters.

The provisions authorize the AGF to donate his prosecutorial powers to individuals or entities to prosecute federal offences. In particular, Section 174(2) CFRN provides that “The powers conferred upon the Attorney-General of the Federation under subsection (1) of this section may be exercised by him in person or through officers of his department.” In a more expansive vein, Section 104(2) of ACJA 2015 provides that “The Attorney-General of the Federation may authorize ANY OTHER PERSON (emphasis supplied) to exercise any or all the powers conferred on him under this section”

This author recalls that the CAC had in a letter dated August 15, 2024, and signed by its then Registrar-General/Chief Executive, Mr. Hussaini Ishaq Magaji, requested the Attorney-General of the Federation to give the Commission a fiat to prosecute business owners who fail to comply with the provisions of CAMA 2015. The letter read in part: “I write to request for formal consent to generally prosecute criminal offences committed under the Companies and Allied Matters Act No. 3 of 2020.”

There are strong indications that given the losses occasioned by the collapse of the CBEX investment scheme estimated at about N1.4 trillion, the Federal Government is poised to crack down on entities that fail to operate in line with the nation’s financial laws in order to avoid a recurrence. The warning and June 10, 2025, deadline issued by the CAC to business owners may yet be the first clear signal in this direction.

It is therefore in the best interest of business owners with unregistered business entities to ensure that they utilize the 6 weeks window to register with the CAC in order to avoid prosecution and consequential penalties.

• The information in this blog-post is provided for general informational purposes only and should not be construed as legal advice.
• For further information on this topic, please contact Emeka Nwadioke & Co. (Legal Practitioners & Notary Public) by WhatsApp (0802-315-0909) or email (emekanlegal@gmail.com)