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Daniel Adaji
The Corporate Affairs Commission (CAC) has given unregistered businesses across Nigeria a six-week ultimatum to formalize their operations or face prosecution, including potential jail time.
“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,” the Commission said in a statement released Tuesday.
The warning comes in the wake of the collapse of CBEX, a fraudulent cryptocurrency investment scheme that allegedly swindled Nigerians of over N1.3tn. Although CBEX was promoted by ST Technologies International Limited, the Economic and Financial Crimes Commission (EFCC) said the company had no licence from the Securities and Exchange Commission (SEC) to operate as an investment platform.
While ST Technologies was duly registered with the CAC, the EFCC clarified that registration alone does not grant companies the legal authority to offer investment services.
“Possession of a SCUML [Special Control Unit Against Money Laundering] certificate does not equate to legal authorization to operate in Nigeria,” the EFCC stated.
The CAC’s notice, titled “Public Notice: Carrying on Business in Nigeria Under an Unregistered Name or Acronym,” also reminded businesses of other statutory requirements.
Under Section 729 of the Act, registered companies must display their registered name and registration number at all places of business.
“In addition, the company is required to state its registered name and registration number on all its official publications, including letterheads, signage, marketing, and publicity materials,” the CAC added.
Section 862 (1) of the Act also criminalizes the inclusion of false statements in company documents. Offenders risk a two-year prison sentence and daily fines for as long as the offence continues.
“Any person who, in any document required under the Act… knowingly makes a false statement in any material respect commits an offence,” the statement read.
The Commission urged all entities—companies, limited liability partnerships, limited partnerships, and sole proprietors—to comply with the law within the six-week grace period. Failure to register will result in “enforcement actions, including prosecution,” it warned.
In response to the CBEX scandal, the House of Representatives also cautioned celebrities, influencers, and public figures against endorsing unregistered or unlicensed investment platforms, noting the risk they pose to unsuspecting Nigerians.
It said stakeholders and business owners can visit the CAC’s official website, www.cac.gov.ng, for guidance on registration and compliance procedures.