BUSINESS NAME VS TRADEMARK IN NIGERIA: UNDERSTANDING THE SYNERGY

ABSTRACT.

The business world has evolved, digitization and the rapid growth of social media has affected the business community more positively than negatively. Social media has facilitated the rise of numerous new businesses due to its vast audience. At the same time business owners are now gaining more insight and seeing the need to register their business and have their business  recognized by the law.     

However, as most business owners are seeing the need to register their business name, they fail to recognize the importance of building their brand name and trademarking their brand name. The misconception of most businesses owners is that registration of a business name grants them the exclusive right to use the brand name, a right which is provided for under the trademark..

This raises a key legal issue, whether an existing trademark can lawfully be registered as a business name by another enterprise without the consent of the trademark proprietor. And in an instance where such happen, can a business name registration infringe on a trademark rights.

This article analyzes the distinction between business names and trademarks under Nigerian law, examines the current legal regime, and considers the practical implications for brand protection. It also evaluates ongoing litigation, such as Fastcakes v. Corporate Affairs Commission, and offers recommendations for clearer alignment between business name and trademark regulation.

INTRODUCTION

A business name refers to the name or style under which an enterprise operates, whereas a trademark is a distinctive mark or sign registered under the Trademarks Act to identify the source of goods or services.

A common misconception of most business owners is that registering their business name grant them an intellectual property rights- an exclusive right to use the business name or mark, a right which is granted under the trademark. Registration of a business name does not give rise to any right to the business name, whereas trademark registration affords the proprietor the right to the exclusive use of the mark being registered.

Therefore, there is a need to address the rights and protection granted under trademark registration and business name registration, so that existing business owners and intending business owners are aware of the correct position of the law and to guide their decision-making process.

The coexistence of these two regimes has led to significant disputes in Nigeria, particularly when the CAC registers business names identical to existing trademarks. This paper explores the legal frameworks governing both, identifies areas of conflict, and analyzes recent judicial pronouncements.

 LEGAL FRAMEWORK

1. COMPANIES AND ALLIED MATTERS ACT 2020

Under the Companies and Allied Matters Act[1], anyone who wants to conduct business in Nigeria can choose from a variety of business entity types. These include limited liability partnerships, business names, incorporated companies, and incorporated trustees. However, the focus of this article is on business names.

Particularly, section 863(1) of the Companies and Allied Matters Act 2020, 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”[2]

This provision infers that any business or enterprise must not be carried on without registration under the relevant law and body.

Business name under section 868 of the Companies and Allied Matters Act 2020 is defined as:

 “the name or style under which any business is carried on whether in partnership or otherwise”, and the government body charged with the administration and regulation of business names in Nigeria is the Corporate Affairs Commission.

The phrase ‘business name’ connotes two types of businesses, a sole proprietorship and a general partnership.

Sole Proprietorship

A sole proprietorship refers to a business owned by one person, who can be a natural person or an artificial person. This business entity does not separate the owner from the business, meaning the owner’s assets and liabilities are the same as those of the business. Sole proprietorships are commonly used by small and medium enterprises where investment and risk levels are minimal, such as petty traders and artisans.[3]

General Partnership

A general partnership is similar to a sole proprietorship, but instead of one individual as the business owner, a general partnership must consist of two or more individual. And by virtue of the provision of section 19 of the Companies and Allied Matters Act 2020, the number of the members must not be more than twenty. The liability of the partnership is shared equally by all the partners, notwithstanding which of the partners incurred the liability, and their liability are unlimited as it is applicable under sole proprietorship.[4]

Business Name Registration Procedure

The procedure for the registration of business name in Nigeria are;

1. Conducting availability check and reservation of names (preferably two names) on the Corporate Affairs Commission portal.
2. Completing all the application forms online and attach relevant documents
3. Payment of filling fees and obtaining certificate of registration of business name online.

Effects of registration of a business name.

1. Registration of business name by a sole proprietor or partners as the case may be, preserve the use of the business name and prevent subsequent use and registration of the name by another business entity. This connotes that Registration of a business name does not confer proprietary rights; it merely prevents identical names at CAC.
2. Registration of an enterprise as a business name attracts more investment and secures loans from banks and financial institutions because it may appear stable and legitimate.
3. A registered enterprise can seamlessly set up corporate bank accounts and apply for licenses and permits.
4. In addition, certain tax benefits and incentives are available only to registered businesses.[5]

THE TRADEMARKS ACT[6].

A trademark is a sign or mark capable of distinguishing the goods or services produced or provided by one enterprise from those of the other enterprise.

Section 67 of the Trademarks Act defines Trademark as, “a mark used or proposed to be used in relation to goods for the purpose of indicating, or so as to indicate, a connection in the course of trade between the goods and some person having the right either proprietor or as registered user to use the mark, whether with or without any indication of the identity of that person, and means, in relation to a certification trade mark, a mark registered or deemed to have been registered under section 43 of this Act”

A trademark is an intellectual property right which allows the holder or proprietor of the trademark the exclusive use of the mark and the right to prevent others from usage of the mark or a similar mark. There are different types of trademarks, there are certification mark, collective mark, trade names and domain names. The body responsible for registration and regulation of trademark in Nigeria is the Trademark Office.

Registration Of Trademark

The main requirement for the registration of a trademark in Nigeria is Distinctiveness. A trademark before it can qualify for registration must be inherently distinctive (for instance fanciful or coined trademark, which have no relation to the products or services at all) or must have acquired distinctiveness through long usage.

The procedure for registration of a trademark in Nigeria is provided in sections 18-24 of the Trademarks Act, as follows

1. Availability Search: The first step is to conduct an availability search at the Trademark Registry to ensure that there are no marks similar or in conflict with the proposed mark.
2. Application: If there are no conflicting marks, an application for trademark registration may be filed at the Trademark Registry, after which the Registrar issues an Acknowledgement Letter confirming receipt of the application.
3. Acceptance: Where the application is approved on the grounds that the mark is distinctive (as the Trademark Act requires), a Letter of Acceptance by the Registrar of Trademarks typically between one and three months.
4. Publication and Certification: Upon the acceptance of the application, the notice of the application is published in the Nigerian Trademark Journal. The purpose of this publication, which is made available to the generality of the public, is to notify interested parties who may have objections to the application. The opposition period typically spans two months from the date of publication. Where there are no objections, the Applicant may proceed to make an application for the issuance of Certificate of Registration by the Registrar of Trademarks.[7]

BUSINESS NAME VS TRADEMARKS: THE CURRENT LEGAL REGIME IN NIGERIA.

As stated in the introduction, the aim of this article is to examine the provision of the Nigerian law on whether a registered business name can infringe on an existing trademark.

Section 30(4) of the Companies and Allied Matters Act, provides that a company, including a business name must change its name if it is subsequently discovered that such a name conflicts with an existing trademark or business name or company name registered in Nigeria prior to the registration of the company and the consent of the proprietor of the trademark or business name was not obtained. 

In addition, Section 852(1)(d) of CAMA 2020 provides that:

“No company, limited liability partnership, limited partnership, business name or incorporated trustee shall be registered under this Act by a Name or trade mark which— (d) in the opinion of the Commission, would violate or conflict with any existing trademark … in Nigeria … unless the consent of the owner of the trade mark … has been obtained.”[8]

This was precisely the case in Sanofi S.A v Sanofi Integrated Services Ltd & Ors (2023), where the court acknowledged the prior registration of the SANOFI trademark owned by Sanofi S.A., predating the registration of same, ‘Sanofi’, as business names by the defendants. Furthermore, the court clarified on the significance of trademarks over business names or CAC registrations, emphasizing that trademarks represent a business’s accumulated reputation and trust, signifying more than mere name identifiers. Accordingly, upon a court judgement or the determination of an objection process, the CAC may deregister such a name for infringement, prompting the user to effect a change of name.[9]

In a more recent case of Havells India Limited v. the corporate Affairs Commission and MDC Havels Product Limited[10], the federal high court upheld the provisions of the Companies and Allied Matters Acts in protecting existing trademarks from being registered as business names without the prior consent of the owner. The court declared that the registration of the business name MDC Havels is an infringement of Havells India Limited’s trade mark “Havells”, and orders that CAC delete and deregister the MDC Havels product Limited’s name to the extent that its uses the mark ‘Havells’.[11]

A more recent case is the ongoing case of ‘Fastcakes’, where two businesses located in two different locations uses the same business name, one had registered a trademark of the name and the other subsequently register a business name. the federal high court has ordered the deleting and deregistration of the subsequent business name from the register of names kept by the CAC. 

Collectively, these cases affirm that while business name registration is administrative, trademark registration grants stronger proprietary rights.

RECOMMENDATIONS.

To strengthen the synergy between business name and trademark protection in Nigeria, the following measures are recommended

1. Harmonization of Database of the Corporate Affairs Commission and the Trademark Registry. In order to ensure that a registered trademark is not been registered again as a business name, it is recommended that the two administrative bodies harmonize their database. This will ensure that the records of trademarks registered in Nigeria is available to the CAC and will prevent subsequent registration of such trademarks as a business name.
2. It is also recommended that business owners conduct a search in the trademark registry in addition to the search to be conducted on the CAC portal, to confirm availability of a name or mark for registration.
3. In addition, it is recommended that business owners seek legal advice from an expert legal professional or a qualified trademark agent in the practice of Intellectual property and Branding, before embarking on the process of Business name registration or trademark registration.
4. Public awareness campaigns: SMEs should be educated on the distinction between business names and trademarks and encouraged to pursue both registrations.

CONCLUSION

Business name registration and trademark registration, though interconnected, serve distinct purposes under Nigerian law. A business name provides legality for operations, but does not secure proprietary rights. Trademarks, on the other hand, protect brand identity and confer enforceable rights against infringers.

To avoid conflicts, entrepreneurs must recognize the importance of registering both their business name with CAC and their trademark with the Trademarks Registry. Equally, regulatory authorities must work towards synergy to ensure that the objectives of both regimes are harmonized. Only then can brand owners be fully assured of comprehensive legal protection in Nigeria’s competitive business environment.

Reference(S):

[1] Companies and Allied Matters Act, 2020 (CAMA).

[2] Companies and Allied Matters Act, 2020 (CAMA), section 863 (1)

[3] AOC solicitors, “Business name registration in Nigeria: Compulsory Requirement or added benefit?” https://aocsolicitors.com.ng/business-name-registration-in-nigeria-compulsory-requirement-or-added-benefit/ accessed on 23^rd August,2025.

[4] J Orojo, Company law and practice in Nigeria (5^th edn, LexisNexis 2018)

[5] Emmanuel Oluwafemi Olowononi, “Synoptic guide on corporate law practice in Nigeria” (3^rd edn Princeton & associates Publishing co. ltd 2023) 622

[6] The Trademarks Act, CAP T13 Laws of the Federation of Nigeria (“LFN”), 2004 (the “Trademarks Act”) as amended

[7] Trademarks Act, section 18-24; Olawolemi Ogidan, “the saga of fastcaskes: a comparative analysis of trademark registration and CAC registration in Nigeria” https://www.researchgate.net/publication/394501272_’THE_SAGA_OF_FAST_CAKE_A_COMPARATIVE_ANALYSIS_OF_TRADEMARK_REGISTRATION_AND_CAC_REGISTRATION_IN_NIGERIA_INTRODUCTION accessed on 23rd August, 2025.

[8]  Companies and Allied Matters Act, (2020) section 852(1)d.

[9] Sanofi S.A v Sanofi Integrated Services Ltd & Ors (2023), 3NWLR (pt 1659) 313; Olawolemi Ogidan, “the saga of fastcaskes: a comparative analysis of trademark registration and cac registration in Nigeria” https://www.researchgate.net/publication/394501272_’THE_SAGA_OF_FAST_CAKE_A_COMPARATIVE_ANALYSIS_OF_TRADEMARK_REGISTRATION_AND_CAC_REGISTRATION_IN_NIGERIA_INTRODUCTION accessed on 23rd August, 2025..

[10] Havells India Limited v. the corporate Affairs Commission and MDC Havels Product Limited FHC/L/CS/1295/2023, (2023) 6NWLR (pt 1507) 372.

[11] ICLG, “Trademark and business name conflict in Nigeria” https://iclg.com/briefing/22226-trademark-and-business-names-conflicts-in-nigeria-fhc-l-cs-1295-2023-havells-india-limited-v-the-corporate-affairs-commission-and-mdc-havels-product-limited/amp” accessed on 23^rd August, 2025.