Upgrading from Business Name to Company: A Complete Conversion Guide

Many Nigerian entrepreneurs begin their journey with a Business Name registration—it’s fast, affordable, and simple Many Nigerian entrepreneurs begin with a Business Name—it’s simple and fast. Here’s a step-by-step guide on how to register one if you haven’t already. But what happens when your hustle turns into a real business? When clients demand invoices, investors ask for incorporation papers, and the bank wants more than just your BVN?

That’s when it’s time to upgrade.

This guide breaks down exactly how to convert a Business Name (sole proprietorship) into a Limited Liability Company (Ltd)—the right way. It’s a process few talk about but one that matters deeply for growing businesses. We’ll walk you through:

• Legal framework under CAMA
  
  
• Timing the switch (and why it matters)
  
  
• Converting operations, assets, and branding
  
  
• Step-by-step guide to setting up your Ltd
  
  
• Pitfalls to avoid
  
  
• Key documents and compliance insights
  
  

Whether you’re pivoting, scaling, or rebranding—this is your one-stop guide to make the transition seamless and strategic.

‍

Why Convert From a Business Name to a Company?

If you're reading this, you're likely experiencing one or more of the following:

• Clients or partners prefer dealing with a registered company
  
  
• You’re seeking external funding or investors
  
  
• You want to limit personal liability
  
  
• You’ve outgrown the “small business” identity
  
  
• You need to formalize operations, hire staff, or expand
  
  

Sound familiar?

You’re not alone. Thousands of founders hit this turning point. The good news: It’s possible—and advisable—to move from a Business Name to a Limited Company with the right process. Still on the fence about making the switch? Discover the 10 key advantages of registering your business as an LTD—including legal protection, access to funding, and brand credibility

‍

What the Law Says: CAMA & Business Upgrades

Under the Companies and Allied Matters Act (CAMA), there is no direct “conversion” from Business Name to Ltd. What you’re doing is:

1. Registering a new Limited Company
   
   
2. Closing, retaining, or rebranding the old Business Name
   
   
3. Transferring operations and assets to the new entity
   
   

It’s a legal transition that should be documented and reported correctly to avoid compliance issues later.

Learn more about these differences in our guide:
Business Name vs. Limited Company: Choosing the Right Registration

‍

When Is the Right Time to Upgrade?

There’s no one-size-fits-all answer, but here are strong signals it’s time:

• You're making over ₦10 million in annual revenue
  
  
• You want to bring on co-founders or investors
  
  
• You’re targeting B2B contracts or government projects
  
  
• You want stronger brand and IP protection
  
  
• You’re preparing for export, tech scale-up, or formal partnerships
  
  

Before making the leap, check your obligations in this post: What responsibilities come with registering your business?

‍

Business Name to Company: Step-by-Step Conversion Process

‍

Step 1: Choose a New Company Name

Even if you want to keep the same brand name, you must register a new company, typically ending in "Ltd."

If your existing Business Name is Kelechi Events, your new company might be Kelechi Events & Rentals Ltd or Kelechi Group Ltd.

Check for availability using our Free Business Name Checker or read about why CAC rejects business names or learn the top reasons CAC rejects business names.

‍

Step 2: Incorporate a New Limited Company with the CAC

This involves:

• Choosing your directors and shareholders
  
  
• Setting up share capital (₦1 million minimum is common)
  
  
• Preparing your Memorandum & Articles of Association
  
  
• Submitting documentation via the CAC portal
  
  

We’ve detailed everything here: The Ultimate Guide to Ltd Registration in Nigeria

Also review the minimum share capital requirements based on your business sector.

Step 3: Transfer Assets and Contracts

Once the company is registered:

• Open a new corporate bank account
  
  
• Update contracts, invoices, and licenses in the company’s name
  
  
• Formally transfer business assets (equipment, inventory, trademarks, etc.)
  
  
• If applicable, notify vendors, clients, and tax authorities
  
  

You should also update your Tax Identification Number (TIN)—see our guide: Everything You Should Know About TINs in Nigeria

Step 4: Decide What to Do With the Business Name

You have three options:

1. Retire it: Apply for cancellation with CAC
   
   
2. Keep it: Operate both entities legally but separate
   
   
3. Link it: Use the Business Name as a trading name under the Ltd (e.g., Company Name Ltd. trading as Old Name)
   
   

Retaining both can be strategic if your brand equity is strong—just ensure compliance and avoid confusion.

‍

Step 5: Update Regulatory and Compliance Records

Now that you're a Limited Company, your compliance responsibilities increase:

• Annual CAC Returns
  
  
• Corporate Tax Filings
  
  
• Pension contributions (if hiring)
  
  
• Formal board and shareholder reporting
  
  

Stay ahead with this checklist: Essential Compliance Requirements for Nigerian Businesses

When planning to convert your business name to a company, it's important to understand the associated costs involved. For a detailed breakdown, check out our guide on Understanding the Costs of Business Name Registration in Nigeria and How to Budget.

Common Mistakes When Upgrading (And How to Avoid Them)

• Reusing the same name without checking for conflicts
  
  
• Failing to transfer contracts or notify partners
  
  
• Mixing personal and business finances
  
  
• Assuming tax structures are the same
  
  
• Ignoring annual CAC obligations
  
  

Correcting these errors later can be expensive. Get the foundation right from Day 1.

‍

Expert Tips for a Smooth Transition

• Plan the switch during an off-peak season in your business
  
  
• Involve a legal or business advisor to draft asset transfer documents
  
  
• Budget for compliance—Ltd companies have more regulatory requirements. Use this guide: Understanding the Costs of Business Name Registration (and What Changes With a Company)
  ‍

When converting your business name to a registered company, it’s important to understand the legal requirements and common misconceptions involved. For example, many entrepreneurs fall for certain business registration myths in Nigeria that can delay or complicate the process. To avoid these pitfalls, check out our detailed article on 5 Business Registration Myths in Nigeria and the Facts You Need to Know.

Real Case Study: Why Ugo Switched to a Limited Company

Ugo started a one-man mobile repairs business under the name Fixit Nigeria. Within two years, he had corporate clients like schools, hospitals, and banks requesting B2B deals—but they needed an official RC number, audited statements, and a registered company.

He registered Fixit Services Ltd., transferred his contracts, hired staff, and now operates nationally—without changing his brand or losing old clients.

Moral of the story? Formalize to grow.

Final Thoughts: Convert for Credibility and Growth

Upgrading from a Business Name to a Company isn’t just an administrative move—it’s a growth milestone.

It signals to partners, clients, investors, and regulators that you’re ready for serious business. Done right, the transition opens doors, protects your brand, and positions you to scale confidently.

Ready to Upgrade? Goidara Can Help

We make business upgrades simple.

• Get help choosing the right company structure
  
  
• Let us handle CAC filings, documents, and TIN transfer
  
  
• Stay compliant post-incorporation
  
  
• Move assets without stress
  
  

Talk to an expert today or check if your preferred company name is available.

‍