CORPORATE COMPLIANCE ALERT: CAC ENFORCEMENT OF THE REQUIREMENTS OF A COMPANY BUSINESS LETTER

Introduction

On the 7th day of July 2026, the Corporate Affairs Commission (CAC) (hereinafter referred to as “the Commission”) issued a notice to registered companies and the general public of its intention to enforce the statutory provision and requirement of a company business letter. The notice prompts incorporated companies to comply with the provisions of the Companies and Allied Matters Act(CAMA) 2020 (hereinafter referred to as “the Act”) by ensuring that the present and former forenames or initials, surnames and the nationality (for non-Nigerians) of the directors of a company are stated on the company’s business letters. The companies are also required to legibly state its registered name, registration number and the registered office address on the company business letters. The directive of the Commission however applies only to companies incorporated or registered under CAMA 2020.

This newsletter highlights the relevant provisions supporting the enforcement and the effect of non- compliance on stakeholders and on the company.

Provisions of the Act

The mandate of the Commission and the Act is meant to promote the principle of transparency accountability and integrity in business operations and corporate affairs within companies in Nigeria. The notice of the commission is supported by section 304 (1) & (2) and Section 729 (1)(c) CAMA 2020.

Summarily, Section 304 (1) and (2) requires that every company must disclose the names of every director, in his present and former forename or the initials, surname and nationality (for a non-Nigerian). However, in special circumstances, the Commission retain the power to offer an exemption to the publication of name upon such conditions as the Commission may deem fit for the exemption. Such exemption when granted shall be published in the Federal Government Gazette, exempting a company from the obligations imposed by the Act.

Furthermore, Section 729 (1)(c) provides that every incorporated company registered under the Act or under any law repealed by it, must have its registered name and registration number stated in legible characters on all business letters of the company and on all notices, advertisements, and other official publications of the company, and in all bills of exchange, promissory notes, endorsements, cheques, and orders for money or goods purporting to be signed by or on behalf of the company, and in all bills or parcels, invoices, receipts, and letters of credit of the company.

The requirement of the Act promotes transparency between companies in their dealings with each other or with individuals. By doing so the company and its officers can be held accountable in times of breach, default or in any other situation. It also ensures that a company does not operate in anonymity but corporate visibility that promotes trust, reliability and dependence in corporate dealings and transactions.

Effect of Non-Compliance

In the event of a non-compliance of the statutory requirement, the company, its directors, and other officers in default personally face the penalty for such non-compliance. Pursuant to Section 304(3) & Section 729(2) CAMA 2020, the penalty shall be in the amount prescribed by the CAC Regulation and by the Commission and may accrue for each day the default continues.

Conclusion

The use of business letters containing the required particulars by companies is a responsibility of every company incorporated under the Act and any law repealed by it. This makes this requirement mandatory, except where an exemption is granted by the Commission.

Therefore, stakeholders of registered companies are encouraged to make the necessary changes in their business letters, notices and other related documents on or before 1st August 2026 in order to avoid possible default or sanctions. Stakeholders must also take note that Business names and Incorporated trustees (NGOs, religious bodies, charities, foundations) are not subject to the business-letter disclosure requirements.

This newsletter is provided for general information purposes only and does not constitute legal, regulatory, or professional advice. While reasonable care has been taken in preparing this publication, readers are advised not to rely on its contents as a substitute for specific legal advice. Institutions and individuals are encouraged to consult their legal, compliance, or other professional advisers before acting on any information contained in this publication.

Manifield Solicitors
Manifield Solicitors
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