Unregistered Businesses in Nigeria Face Jail Time as CAC Issues Six-Week Compliance Deadline

The Corporate Affairs Commission (CAC) has issued a firm six-week ultimatum to all unregistered businesses in Nigeria, warning that failure to comply with registration requirements under the Companies and Allied Matters Act (CAMA) could lead to prosecution and jail time.

This directive, announced in a public notice on Tuesday, follows the fallout from the collapse of CBEX—a fraudulent cryptocurrency scheme that defrauded Nigerians of over N1.3 trillion. The CBEX platform, although registered with CAC under the name ST Technologies International Limited, was never licensed by the Securities and Exchange Commission (SEC) to operate as an investment firm.

Operating Without Registration Now a Criminal Offence

According to the CAC, it is now a criminal offence under Section 863 of CAMA 2020 to carry on business in Nigeria without registering as a company, partnership, or business name. It is also illegal to operate under a name or acronym different from what is officially registered.

The Commission reminded businesses that Section 729 of the Act mandates companies to clearly display their registered name and number at every business location and on all official communications—including letterheads, signage, marketing, and promotional materials.

Businesses that continue operations without fulfilling these legal requirements may be subject to prosecution. The penalties, under Section 862, include up to two years’ imprisonment, daily fines, and additional sanctions for making false statements in official company documents.

Enforcement Actions to Begin After Six Weeks

“All companies, limited liability partnerships, limited partnerships, and sole proprietors must comply within six (6) weeks of this notice,” the CAC emphasized, adding that failure to do so would trigger enforcement actions including court prosecution.

This move signals a renewed effort by regulators to bring Nigeria’s informal economy into compliance, reduce fraud, and improve investor confidence through transparency and legal accountability.