Is Your Corporate Or Business Name Selection A Liability? Lessons From The eNaira’s Case

Introduction

A recent judgment of the Federal High Court delivered on 23^rd May, 2026 serves as an important reminder for businesses operating or seeking to operate in Nigeria that obtaining a Certificate of Incorporation from the Corporate Affairs Commission (“CAC”) does not automatically mean that a business name is beyond legal challenge.

Many founders and business owners proceed on the assumption that CAC’s approval and registration of a name is final and conclusive determination of its propriety. The recent decision challenges this assumption and underscores that both regulators and the courts retain the power to intervene and order a change of name where a registered business name is considered misleading, touches on matters that are sensitive to sector-specific regulators or is capable of conveying the impression of a government affiliation or official endorsement that does not in fact exist.

Here is what happened, why it matters, and what you should do differently.

Facts of the Case

The facts of the case, eNaira Payment Solutions Ltd v. Central Bank of Nigeria & Ors (Suit No. FHC/ABJ/CS/1113/2021)¹, reveals that eNaira Payment Solutions Ltd (the “Company”) was incorporated by CAC back in 2004, long before digital currencies or the Central Bank of Nigeria’s (“CBN”) e-Naira project were even a topic of discussion. The Company was operational for about seventeen years when the CBN introduced its digital currency, also called “eNaira”, in October 2021.²

Shortly after the CBN’s launch, the Trademark Registry (the “Registry”) contacted the Company on 15^th November, 2021 and revoked acceptance letters it had issued for the Company’s trademark applications under classes 36 and 42.³ The Registry’s explanation was straightforward, the eNaira name is a national intellectual property, a symbol, and a national asset. CAC followed up on 9^th December, 2021 with a directive ordering the Company to change its name within 6 (six) weeks.

The Company refused to comply and went to court. It argued that it had used the name for over two decades, built its business around it, and that the CBN’s claim to the name was an unconstitutional seizure of its property. The Company asked the court to stop the CBN from claiming the name and to award it over N90 billion in damages.

The court disagreed with all parts of that argument. Justice James Omotosho stated that while the Company had been legitimately incorporated, its name was misleading. The average person on the street, would naturally think the Company was an agent of the Federal Government or the CBN. He concluded that a Company whose proposed business involved creating and controlling a digital currency platform could not use a name suggesting it had the government’s authority to do so.

The court dismissed the Company’s case, granted the CBN’s counterclaim, ordered the company to change its name, and awarded N10 million in costs to the CBN.

The Legal Reality That Most Businesses Miss

There is a widespread and dangerous belief that once CAC issues a Certificate of Incorporation, your company name is yours and cannot be challenged. This case shows that this is simply not true.

In practice, a Certificate of Incorporation proves your company exists as a legal entity. It does not guarantee your chosen name is permanently free from challenge or regulatory action.

The Specific Danger Zones

The eNaira case highlights three categories of names that carry real risk, and businesses operating in or near these areas need to pay attention.

Except with the consent of CAC, names that suggest government ownership or affiliation cannot be registered. The law clearly states that no company, limited liability partnership, limited partnership, business name or incorporated trustee shall be registered by a name which includes words like “Federal,” “National,” “Regional,” “State” or any other word which in the opinion of CAC suggests or is calculated to suggest that it enjoys the patronage of the government of the federation, the government of a state in Nigeria, any ministry or department of government.⁴

The court noted that the name “eNaira” gave the impression that the Company had the federal government’s authority to issue and control the digital form of the national currency. The Naira, being Nigeria’s legal tender, is owned by the federation and controlled by the CBN in accordance with the law. The court then viewed the eNaira name as closely tied to a sovereign asset, making it impossible for a private entity to claim ownership.

Businesses in fintech, financial services, and payments need to be careful about branding around words or symbols related to Nigeria’s currency, financial system, or sovereign institutions.

The Company’s issue was worsened by its intent to create and control a digital currency platform. In the court’s opinion, the name and the targeted business activity together created a false impression of official authority. In regulated industries such as banking, insurance, securities, telecoms, healthcare, and energy, company names must not imply license or authorisation not possessed.

The Hard Lesson About Time

One of the agonising aspects of this case is the time involved. The Company had used the name since 2004 and built a business around it. Then, seventeen years later, it was ordered to change it.

The court made it evident that the use of a name over time does not protect you if the name was always an issue. The Company’s claim that it had used the name for over twenty years was heard and dismissed as past use does not fix a fundamental defect in the name itself, even the trademark acceptance letters protecting the brand were revoked.⁵

Was CAC Wrong to Approve the Name in 2004?

There is a fair question buried in the eNaira case. If the use of the word “Naira” in a company name was perceived by the CAC as misleading, then why did the CAC accept the name in 2004 when the application was made? It not only accepted the name but may have accepted the Company’s annual returns for seventeen years, each filing, a potential opportunity to raise the objection it now says existed from the start. Perhaps, the answer lies in Section 868(2) of the Companies and Allied Matters Act, 2020, which provides that the registration of a name is not to be construed as authorising the use of that name if, apart from such registration, the use could be prohibited.⁶

This shows clearly that a regulator’s scrutiny during an application process cannot be solely relied upon and that legal advice matters in the selection of a corporate name. A corporate lawyer steering you toward your third choice of name over your first is often just quietly checking it against CAC’s restricted categories, trademark conflicts, and words too close to a government or currency, without explaining to you. That quiet due diligence is what protects you from revocation, disputes and a forced rebrand later. The value of a corporate lawyer lies not only in the documents they file, but in the risks they prevent, risks you may never even know existed.

What This Means for Your Business Today

If you are about to register a company, or if you have already registered one and are feeling uneasy about it, here is practical advice:

1. Before you register, do the research. Choosing a company name is not just about branding, it is a legal decision;
2. Your name should be checked against the restricted and prohibited names list from the provisions of CAMA. It should be evaluated for any suggestion of government affiliation;
3. Your name should be assessed against the regulations in your sector. A name that seems clever today may become a liability tomorrow if it raises regulatory concerns;
4. Consider your business activity. If you are in fintech, financial services, healthcare, telecoms, or any other licensed field, your name will face scrutiny based on your actual business activities. A clothing company name may raise zero issues but can be highly problematic for a fintech company using the same name; and
5. Conduct a trademark search, in addition to a CAC name availability search. A CAC name availability check only tells you if the exact name is taken at CAC. It does not indicate whether the name conflicts with an existing trademark, is similar to a protected name or sovereign asset, or if a regulator may object to your use of same. These require different kinds of due diligence searches.

Alternatively, you can simply engage a corporate lawyer to advise you on the incorporation process as this case clearly shows that it goes beyond obtaining paperwork from CAC.

Conclusion

The eNaira case is not really about one company. It is a vivid illustration that a Certificate of Incorporation issued by the CAC is not an absolute shield. It has real limits, and courts can—and will—intervene to override business decisions made years ago if they cross certain lines.

Footnotes

1. eNaira Payment Solutions Ltd v. Central Bank of Nigeria & Ors (Suit No. FHC/ABJ/CS/1112/2021)

2. Jack Ree, Five Observations on Nigeria’s Central Bank Digital Currency https://www.imf.org/en/news/articles/2021/11/15/na111621-five-observations-on-nigerias-central-bank-digital-currency

3. Samuel Oamen, Court affirms CBN’s sole ownership of eNaira platform https://thenationonlineng.net/court-affirms-cbns-sole-ownership-of-enaira-platform/

4. Section 852(2)(a)&(b) of the Companies and Allied Matters Act, 2020 https://icrp.cac.gov.ng/assets/docs/CAMA-NOTE%20FINAL-FULL-VERSION.pdf

5. Section 22(1) of the Trade Marks Act, Cap T13, Laws of the Federation of Nigeria https://placng.org/lawsofnigeria/laws/TRADE%20MARKS%20ACT.pdf

6. Section 868(2) of the Companies and Allied Matters Act, 2020

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.