In 2026, you cannot simply "edit" a Business Name to become a Limited Company. Instead, the Corporate Affairs Commission (CAC) requires a formal process called Re-registration or an Upgrade.
Essentially, you are closing the old entity (Business Name) and opening a new one (Limited Liability Company) while retaining the name.
1. The Pre-Condition: Compliance
Before you can start, your current Business Name must be "Active."
- Annual Returns: You must have filed all outstanding annual returns for the Business Name. The CAC portal will block any "Upgrade" or "Consent" request if your status is Inactive.
- Proprietor Consent: If there are multiple partners, everyone must agree to the conversion in writing.
2. The Step-by-Step Conversion (2026 Process)
| Step | Action | Description |
|---|---|---|
| 1 | Application for Consent | You must apply to the Registrar General (RG) of the CAC for "Consent to Upgrade." This costs approximately ₦5,000. |
| 2 | Name Reservation | Once consent is granted, you reserve the name again, but this time as a Limited Liability Company (e.g., "Apex Ventures" becomes "Apex Ventures Limited"). |
| 3 | Cessation of Business | You file a Notice of Cessation for the Business Name (Form CAC/BN/8). This tells the CAC you are stopping the "Business Name" version of the entity. |
| 4 | New Incorporation | You complete the full company registration (LTD) on the i-CRP Portal, attaching the Consent Letter and the old Business Name Certificate. |
3. Estimated Costs for 2026
For a standard conversion to a ₦1 Million share capital company, expect the following:
- Annual Returns (if late): ₦5,000 – ₦8,000 (per year missed).
- Consent Fee: ₦5,000.
- Name Reservation: ₦1,000.
- Filing Fee (LTD): ₦20,000.
- Stamp Duty (FIRS): ₦8,500.
- Total Estimated Cost: ₦34,500 – ₦40,000 (excluding professional fees).
4. Key 2026 "Gotchas" to Remember
- The TIN Change: Your old Business Name TIN will become obsolete. The CAC will automatically generate a new Corporate TIN for the Limited Company. You must update your bank and vendors with this new number immediately.
- Asset Transfer: Contracts, land titles, and equipment don't automatically jump to the new company. You should sign a simple "Transfer of Assets" agreement between yourself (as the former proprietor) and the new Company.
- Tax Status: As a Business Name, you were paying Personal Income Tax. As a Company, you move to the Company Income Tax regime (which is 0% if your turnover stays below ₦100m in 2026).
Warning: Banks are very strict in 2026. If you convert your business but don't update your bank account within 30 days, their automated systems may flag your inflows as "Suspicious" because the entity name on the account no longer matches the CAC "Active" register.