CAC sets deadline for unregistered firms amid CBEX fallout

The Corporate Affairs Commission has issued a six-week ultimatum to all businesses operating in Nigeria with unregistered names or acronyms, warning that failure to comply with registration requirements may result in prosecution and possible imprisonment.

This was disclosed in a statement issued by the CAC on Tuesday titled, “Public Notice: Carry on Business in Nigeria Under an Unregistered Name or Acronym.”

The development comes amid the collapse of the fraudulent cryptocurrency investment scheme known as “CBEX,” which defrauded Nigerians of approximately N1.3 trillion.

The Economic and Financial Crimes Commission had emphasised that although ST Technologies International Limited—promoter of CBEX—was registered with the CAC, it was not licensed by the Securities and Exchange Commission to operate as an investment platform.
In the statement posted on its social media platforms, the CAC informed the general public that it is a criminal offence under Section 863 of the Companies and Allied Matters Act, 2020, to carry on business in Nigeria as a company, limited liability partnership, limited partnership, or under a business name without registration. It is also an offence to operate under a name (or acronym) other than the one registered under the Act.

The public was further advised that Section 729 of the Act requires every registered company to display its registered name and registration number at every business location.
The statement read, “The Commission wishes to inform the General Public that it is a criminal offence under Section 863 of the Companies and Allied Matters Act, 2020 to carry on business in Nigeria as a Company, Limited Liability Partnership, Limited Partnership or under a Business Name without registration under the Act or by a name (or acronym) other than the name (or acronym) by which the business was registered under the Act.
“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.”
The CAC emphasised that non-compliance with business registration requirements may result in prosecution and a conviction that carries a penalty of up to two years’ imprisonment.

The statement continued, “In particular, the general public should note the provisions of Section 862 (1) of the Act, which state that any person who, in any document required under the Act (including the aforementioned official publications of a company), knowingly makes a false statement in any material respect commits an offence and is liable on conviction to imprisonment for a term of two years, in addition to a daily fine imposed on the company for every day the offence continues.”
In light of the above, the CAC stresses that all companies, limited liability partnerships, limited partnerships, and business name proprietors must comply with the provisions of the Act within six weeks of this notice.

Failure to comply will result in enforcement actions, including prosecution, the CAC stressed. Stakeholders are advised to visit the CAC website: http://www.cac.gov.ng for updates.

“In view of the foregoing, 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 weeks of this notice failing which the Commission shall take all necessary steps (including prosecution) to enforce compliance,” it stated.
Following the collapse of the CBEX scheme, the EFCC clarified that possession of a Special Control Unit Against Money Laundering certificate does not equate to legal authorisation to operate in Nigeria.

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