Do you want to change the name of your company in Cameroon?
A company in Cameroon being a legal entity must have a name of its own to establish its Separate identity. The name of the company is a symbol of its independent corporate existence. The first clause in the Memorandum of Association of the company states the name by which a company is known. The company may adopt any suitable name provided it is not undesirable.
The Company after incorporation can change their name by following way:
(a) Conversion of name from private to public, or
(b) Conversion of name from public to private, or
(c) Change of name from ABC limited to XYZ limited.
Change in Name clause of the Company involves alteration of Memorandum of Association (hereinafter referred to as “Memorandum”) of the Company. The OHADA laws regulates the process of amendment in Memorandum of Association is applicable to all companies in Cameroon. All clauses of Memorandum except Capital clause can be altered by following the provisions enshrined in the OHADA laws by passing special resolution.
The Uniform Act provides for a change of name by a decision of the members. According to FUBLA, the change of name of a company doesn’t mean the creation of a new legal entity. Only the articles of association is amended and is subject to same conditions and time limits.
The name change shall take effect from the day the shareholders, members or partners agree and the decision recorded. This doesn’t mean you have to start using it with third-parties. It becomes legal for use with third-parties only after the completion of publication formalities have been met.
Why would you want to change the name of your company?
There are a lot of reasons why a company may want to change its name. Below are some reasons put forth when changing the name of a company in Cameroon:
1.Correcting a name – A name change can happen because of a typographical error that appeared in the business registrationform. This reason is very common.
2.To avoid brand confusion – There are situations where people take your company name for another business. In such situations, company owners usually take a decision to change the name of the company. Such confusion can greatly hinder the sales or growth of your business and so, warrants a company name change.
3.Re-branding– There are some companies that change their name because they want to re-brand their business. Did you ever know that Google was called “Backrub”? Re-branding your company may be of benefit to your business. Telling people to “Google it” sounds better than telling them to “Backrub it”. This is one of the reasons that may require a name change for your company.
4.A court order – I have seen businesses in Cameroon fight over a name, even though they may not be legally registered. I remember Mr Leo and Snazzy saga on the Lion Nation brand. A court order may be issued in a case like this for one of the companies to change its name. It may also happen because of trademark issues.
5.Supporting growth– this happens in cases where the initial company name is limiting when the company experiences growth. Just imagine a business that had the word “Restaurant” in its business name and today it has a hotel section. The owner may opt to change the name to remove “restaurant” from the name.
6.Changing business activity – similar to the case above, a business may want to change its activity which may lead it changing the name of the company. For instance, a forestry exploitation company that has the word “Forest” and is no longer carrying out any activity that is related to the industry may opt for a name change. They will remove the word “forest” in the name.
CHANGE OF COMPANY NAME IN CAMEROON
STEP – I: Convey Board Meeting of Directors:
- Issue Notice of Board Meeting to all the directors of company the company in Cameroon.
- Attach Agenda
- Notes to Agenda
- Draft Resolution
STEP – II: Hold Board Meeting:
- Proposed new names for the company.
- Pass Board Resolution after Selection of Names.
- Authorize to Directors of Company to make Application with the registrar of companies within the jurisdiction where the company was formed and registered
A change in the name of a company in Cameroon results in the following:
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- Filing the minutes of the meeting in which the name change was decided at the Trade and Personal Property Credit Register where the company was registered.
- An entry of the new name in the Trade and Personal Property Credit Register and
- Publication of a notice for the name change in any of the authorized newspapers that publish legal notices
- Modification of the memorandum and articles of association. A name is one of the items that you are obliged to have in your AoA. This means if you have opted for the change of name, you will have to modify the articles of association. Before this is done, verify if the AoA has a procedure to be followed before engaging in changing the name of your company. Also, ensure to create a member resolution documenting the name change. This is an important resolution in the life of a company so needs to be documented.
- Legalize your name change. Be sure to file the official paperwork demanded by the government to change the name of your company.
- Don’t forget the filing fee. You are obliged to pay a fee to the government when filing for a name change. The fee is the same all over the country but agent fees may vary depending on regions. The fee is the same as that demanded during the incorporation and publication of the company.
- Change your name with the tax authorities. After filing for a name change with the Trade and Personal Property Credit Register, you should also file for the same with the tax department. Once the name change is approved by the registrar of companies, you have to deposit certified copies of the updated registration certificate, minutes of the meeting authorizing the name change and the updated AoA with the tax authorities.
- Inform your clients and third parties. Even though there will be an official publication in a newspaper approved by the state, it is very necessary for you to inform your customers, suppliers and any other third party of the name change. Check out these effective ways of announcing your company’s name change.
The above reasons for the company name change are not exhaustive. However, if you intend to change the name of your company, make sure you follow the above-outlined steps. Consult an expert if you are not sure of what it takes to change the name of your company.
Article by CHUO ANGABUA JUNIOR
‘’The content of this article is intended to provide a general guide to the subject matter. We insist specialist advice be sought depending on your specific circumstance’’
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