Upgrading business name – private limited company

Upgrading business name – private limited company

A lot of clients ask the question, “How do I go about upgrading business name – private limited company?”.

You’ve got at least 3 options when upgrading from a business name (enterprise) to a private limited company. They are as follows:

Option 1: Create a private limited company using an entirely different name.

For example if your current business name is Premium Products, you could use Premium Concepts and Services Limited.

Option 2: Create a private limited company using a similar name.

You will need to be creative here. Play around with synonyms and phrases. For example, if your existing business name is: Premium Products, you might use Premium Concepts and Services Limited for your company’s name. A similar name also allows some measure of continuity in the brand’s identity.

This way your existing consumers won’t be too alarmed about the change.

Option 3: Close down the business name (enterprise) and use the same name to register a private limited company.

This is probably the neatest way to proceed. However there are several difficulties you could potentially meet along the way. For those of you in a hurry, keep in mind that this is definitely the slowest way to go about Upgrading business name – private limited company. Let’s look at why that might be the case.

Cessation of Business Name

So, let’s say you decide to close down (wind up) the business name: Premium Products. You will need to put in an application for the Cessation of Business of Name for Premium Products. In this form, you will need to write your reason for discontinuing the Business Name. An appropriate answer would be: “I’d like to upgrade the Business Name to a Private Limited Company“. You will also attach your original Business Name Certificate to the application.

This step usually take 1 week or thereabout.

Annual Returns

However, before you can cease your business name, you must ensure that your Annual Returns are up to date. The first Annual Returns must be filed, no later than 18 months from the date of registration.

Late filing of Annual Returns is 3000 naira for each year excluding the current filing fees to be filed.

So please make sure you’ve sorted this out!

This step usually takes about 1 to 2 weeks if annual returns have not been paid in the past.

So let’s assume that your Annual Returns are up to date. What next?

What if your annual returns are not up to date?

If your annual returns are not up to date, then you must update them and pay any penalties before you can make any changes to company records.

What next after this?

New Name Availability Search

Then, you can file for cessation. Once approved, you can use that cessation notice/letter to conduct a new name availability search with CAC. Make sure you attach the cessation notice to your name availability search so that they know that you are the one who wants to reserve the name.

If you don’t attach thel notice, they will likely deny your name reservation application.

The step usually takes some hours or at worse 24 hours.

Company Registration Documents

Once you finally reserve your name as a private limited company, you can begin the private limited company set of forms, starting with the new CAC Form 1.1.

Cost to Upgrade a Business Name to a Private Limited Company

Here’s what we’d charge you. It’s broken down into each activity. Some may do it cheaper, most will be more expensive.

Either way this should serve as a reference point for you.

Service Fee：

Cessation of Business Name ₦10,000

Logistics ₦10,000

Name search ₦2,000

Annual Returns ₦10,000 + ₦3000 (each year late)

1million share capital Company Registration ₦65,000 (4-7working days).

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