The Corporate Affairs Commission (the Commission/CAC) vide the Registrar-General’s office on March 4, 2022, gave a directive that schools, academies and similar institutions of learning should no longer be approved or registered as Business Names because an institution is essentially a body corporate with perpetual succession, capable of contracting and (subject to such restrictions as may be imposed by other laws) issuing certificates in its own name, which attributes are absent in a Business Name.

The implication of this is that schools and educational institutions can no longer be validly registered as business names since they issue certificates in their own names. By section 814 CAMA, business names may be registered and the issuance of a certificate of registration merely means it is recognized in law and protects the name from being registered by another party. According to Section 818 CAMA 2020, registration of business names does not confer corporate personality on the entity which grants perpetual succession and the right to sue and be sued in its own corporate name.

The nature of academic institutions including schools require that the institutions have corporate personality which may sue and be sued in its own corporate name with perpetual succession to outlive their owners. The appropriate entity in this regard will be a company. By Section 41 CAMA, duly incorporated companies upon completion of the incorporation obtain corporate personality and are accordingly capable of perpetual succession which can be sue and be sued in their own names. They are also capable of issuing certificates in their own names as required by academic institutions.

Thus, pursuant to this new directive, it is expedient that prospective schools or other academic institutions sought to be registered comply with the circular apply to be registered as a company. Existing schools registered as business names may also apply to upgrade to become companies.

SIGNED

PUNUKA Attorneys & Solicitors