In Lagos traffic jam, in Ikeja markets, in Yaba office blocks, many Nigerians hustle small businesses—tailoring, food delivery, tech start-ups, fashion lines. Some scale up, some remain informal. But far too many dreams crash not because of lack of skill, but because legal foundations were weak or non-existent. When someone else uses your business name, when banks refuse your account, when creditors come after your personal assets, the pain of informal structure hits hardest. Because in business, as in life, legitimacy begins with law.
At heart, the law of business registration under the Companies and Allied Matters Act, 2020 (CAMA 2020) transforms ideas into recognized entities. When you register a company or business name, you gain limited liability (if company), a recognized name, capacity to enter contracts, borrow, own property, and defend your rights in court more securely. Without this formal registration, you are vulnerable: personal liability looms, business disputes are murkier, growth is stunted. Business registration under CAMA 2020 is your doorway into the formal economy—and to protections many don’t understand until lawsuit knocks.
Real-life stories abound. In Abuja, Primetech Design & Engineering Nigeria Ltd., incorporated under CAMA 1990 with two shareholders, transferred all shares of one shareholder to Julius Berger Nigeria Plc in 2022. When they asked CAC to update its records to show Julius Berger as sole shareholder, CAC balked, saying pre-2020 companies cannot have single shareholders under CAMA 2020. The Federal High Court disagreed in Primetech Design & Engineering Nig. Ltd. & Julius Berger Nigeria Plc v. Corporate Affairs Commission (Suit No: FHC/ABJ/CS/665/2023), ruling that the single-shareholder provision under Section 18(2) of CAMA 2020 applies to all private companies, including those incorporated before the Act. That judgment means if your company started long ago, you can still benefit from modern flexibility.
Another classical lesson comes from land transactions, but its principle translates: Savannah Bank of Nigeria Ltd. v. Ammel O. Ajilo (1989) Supreme Court. There, a mortgage deed was executed without the required consent of the Military Governor under Section 22 of the Land Use Act, rendering the transaction void. Though not a business law case per se, it shows that required legal formalities are not optional—whether doing land business or registering a company or transfers. Businesses in Lagos often flout small formalities, then suffer consequences.
Also relevant is Sunmonu Olohunde & Anor v. Professor S. K. Adeyoju (2000) Supreme Court, where ownership claims faded because chain of title, registry entries, and possession acts were not fully proven. For business registration, that is like failing to produce clear incorporation documents or showing your registered directors; gaps invite challenges.).
Under CAMA 2020, you have statutory provisions that matter: Section 18(2) allows a private company to have just one shareholder. Section 22(1) deals with the minimum share capital requirements and issued share capital. The Act also mandates that companies maintain proper registers, file annual returns, keep accounting records, and ensure directors fulfill fiduciary duties. Failure to comply with CAMA’s requirements can lead to sanctions, inability to enforce contracts, or being declared defunct. CAMA 2020 abolished “authorised share capital” and replaced it with “minimum issued share capital,” saving many entrepreneurs from paying fees for shares never issued.
For new entrepreneurs in Lagos: always choose a business form intentionally. Do you need a limited liability company? Or is a business name (sole proprietor) enough for what you intend? A business name is cheaper, simpler, but does not offer liability protection: your personal assets are at risk. If you expect growth, investment, or loan taking, company form with registration is better.
Don’t let your business be a whisper in courts, let it be a name known, respected, and secure.
When registering, ensure name availability via CAC’s portal; reserve your preferred name; prepare and file the correct forms; appoint at least one director; issue share capital where needed; file your Articles and Memorandum (if company); ensure your registered address is valid and accessible; and maintain all statutory registers (shareholders, directors, minutes). Lagos entrepreneurs know horror stories where CAC rejected filings because addresses were invalid or shareholders not properly documented.
Also, protect your business by getting trademarks or business name registrations early—your logo, your brand identity are valuable. Ensure you understand liability: in companies limited by shares, liability binds unpaid amount of shares; in limited liability partnerships or companies limited by guarantee, rules differ. If you operate as sole proprietor under a business name, you are personally liable for debts.
In Lagos, local government, taxes, permit requirements matter. You may fill CAC registration, but for your business to operate wholly you may need Lagos State permits, health permits, environmental approvals (for food, waste), fire department clearance, city planning approval. Ignoring them buys you court notices, closure orders, steep fines.
Also ensure good contracts: with suppliers, clients, employees. Even as a registered company, weak or vague contracts leave you exposed. If someone sues you, or you sue, having written contracts, emails, receipts, payment records will matter. Women entrepreneurs, artisans, tech startup founders should keep records, digitize them, back them up.
In Primetech v CAC, when the valid instruments of share transfer were properly executed (board approval, documents in order, share capital paid, proper notification) the Court ordered CAC to update records. That teaches: follow steps, don’t skip board resolutions, don’t skip formal notices.
For business owners, also beware agents or “consultants” who promise fast CAC registration but ignore or fail to file; or plots (for estate businesses) where ground rent is unpaid, or testators left, or property developer has no title—such informal risks spill into business names with addresses on disputed land. Location matters: if your registered address is tied to property whose title is questioned, your business records can be attacked.
Let me leave you with this: in Lagos, a seamstress named Ada registered her boutique under a business name, saved her receipts, registered the name, but never registered a trademark. Another competitor copied her brand, opened another boutique next door with similar name, customers confused. Because Ada lacked trademark registration, cost to fight was high. Her business was legally registered, but brand identity was not protected.
The law gives you tools. CAMA 2020 is one. The Primetech case is proof that reforms favour those who obey the law. Savannah Bank case is proof that for land or property or registration, missing formal requirements crush dreams. Olohunde case teaches that chain of title and documentation—not sentiment—wins in courts.
Start your business right: register under CAMA, get good legal help, keep your documents, protect your brand, stay compliant, respect your filings. Don’t let your business be a whisper in courts, let it be a name known, respected, and secure. Because when business is built on law, it weathers storms—not collapse under them.
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