Introduction
Imagine an artiste being offered a recording contract by a seemingly established record label. The label has a name, a logo, social-media pages, a website, an office and perhaps even other artistes under its management.
The contract looks professional. The artiste signs it, believing that the agreement is with a properly registered company.
Years later, a dispute arises over royalties, ownership of master recordings, exclusivity or termination of the agreement. The artiste decides to take legal action.
Then comes the problem: the company named in the contract does not actually exist as a registered company.
The name may simply be a trading name. It may belong to an individual. It may be a registered business name rather than an incorporated company. Or, in some cases, it may not have been registered at all.
This raises a fundamental question that parties often fail to ask before signing commercial agreements:
Who exactly did you contract with?
This issue is not peculiar to the entertainment industry. Businesses, contractors, investors, employees, landlords and individuals can all find themselves entering agreements with entities whose legal identity has not been properly verified.
The distinction becomes particularly important because, under Nigerian law, an incorporated company is a juristic person with a legal personality separate from its members. An unincorporated organisation, on the other hand, does not ordinarily have that separate legal personality.
The consequences can become significant when the contract is later challenged or needs to be enforced.
So, before signing that contract because the business looks established, there is a more important question to ask:
Does the entity named in the contract actually exist in law, and is that the entity you intend to do business with?
That question is far more important than it may initially appear.
A business name is not necessarily a company
One of the most common misconceptions in commercial transactions is the assumption that every business name represents an incorporated company.
It does not.
A company incorporated under the Companies and Allied Matters Act, 2020 (CAMA) is a juristic person separate from the individuals who own or manage it.
Its registered name identifies the legal entity.
A business may, however, operate under a business name, while the person or persons behind that business remain the persons legally responsible for the business.
There is therefore a significant difference between:
ABC Records Limited
and
ABC Records.
The first may be the registered name of an incorporated company.
The second may merely be a trading or business name.
That distinction becomes extremely important when drafting and enforcing contracts.
What happens when the supposed company is not registered at all?
The Court of Appeal addressed this issue in BABANGIDA v. MOHAMMED (2014) LPELR-23298(CA).
The Court stated:
“An unregistered organisation is a non-juristic person, and therefore incapable of suing or being sued unless of course such right to sue or be sued is created and/or vested by Statute. This being so, an unregistered organisation can also not enter into any contract. Parties doing business in the names of unregistered organizations, must enter into agreement with their names.”
Per Paul Adamu Galumje, JCA, at pp. 12-13, Paras. B-D.
The decision is a powerful reminder that parties should not treat a business name as though it automatically creates a separate legal personality.
The legal personality must be established before the contracting party can safely be described as a company.
The name on the contract matters
Another important decision is CHUKWU & ANOR v. CHUKWU & ORS (2018) LPELR-45482(CA).
The Court of Appeal considered a situation in which the name appearing in an agreement was different from the actual registered name of the company.
The Court stated:
“I have critically examined the “OPTION TO BUY” agreement (Exhibit A), which the 1st respondent placed heavy reliance to claim entitlement to the property, and I discovered that the party on behalf on which the Law Firm acted is legally different from the 2nd appellant who mortgaged the property to the 3rd respondent. The 2nd appellant’s name on record and which was confirmed by Exhibit J (its Certificate of Incorporation) is L.A.S. CHUKWU & SONS (NIGERIA) LIMITED; whereas the property which the Law Firm purportedly disposed of in Exhibit A was “the pledged property used as collateral by L.A.S. CHUKWU (NIG.) LTD. There is a world of a difference between the two names. It is elementary principle of corporate practice that a company is known by the name contained in its Memorandum of Association, by which it was registered and or incorporated and none other. Thus, if by any chance a company is sued or purported to have entered into any contract in a name different from its registered name, the contract would not be enforceable against the company, except the company by resolution ratifies it.”
Per Massoud Abdulrahman Oredola, JCA, at pp. 53-55, Paras. E-A.
The case illustrates a crucial practical point:
A small difference in a company’s name should not automatically be treated as a harmless clerical error.
There may be another legal entity with the different name.
Or there may be no such entity at all.
Either way, the contracting party must be properly identified.
This is particularly important in the entertainment industry
Consider a typical record-label agreement.
The first page might state:
“This Agreement is made between XYZ Records and the Artist.”
The agreement may then provide that XYZ Records will:
- provide recording and promotional services;
- finance music production;
- distribute the artiste’s music;
- collect royalties;
- own or administer master recordings;
- control licensing;
- manage the artiste’s exclusivity; and
- exploit the artiste’s music commercially.
But who is XYZ Records?
Is it:
- XYZ Records Limited?
- XYZ Records Nigeria Limited?
- XYZ Entertainment Limited?
- XYZ Records, a registered business name?
- An individual trading under the name XYZ Records?
- Or simply an unregistered brand?
These are not interchangeable answers.
An artiste should not be expected to spend years under an exclusive agreement without knowing the legal identity of the entity receiving those rights.
The same concern applies to talent-management companies, fashion businesses, event companies, production companies, sports management businesses, digital agencies and other commercial enterprises.
The problem does not end with the contract
The identity of the contracting party affects much more than the enforceability of the agreement.
It can affect:
Who can sue for breach?
If the entity named in the agreement has no legal personality, the question immediately arises as to who actually possesses the contractual rights.
Who can be sued?
If an artiste is owed millions of naira in royalties, the artiste needs to know which legal person is responsible for payment.
Who owns the intellectual property?
A contract purporting to assign copyright, master recordings, trademarks or other rights to an entity should clearly identify the legal entity receiving those rights.
Who is responsible for the company’s obligations?
One of the major advantages of incorporation is that the company has a separate legal personality. It is therefore important not to casually substitute a company’s brand name for its actual legal identity.
CAMA 2020 makes proper registration even more important
Section 863 of CAMA 2020 provides that:
“A person or association of persons shall not carry on business in Nigeria as a company, limited liability partnership, limited partnership or under a business name without being registered under this Act.”
The provision is not merely theoretical.
In April 2025, the Corporate Affairs Commission publicly warned businesses about operating without registration or using names or acronyms different from their registered identities. The Commission specifically referred to section 863 of CAMA 2020 and stated that such conduct constitutes an offence. (Premium Times Nigeria)
The CAC also emphasised the importance of using the registered name and registration number on business premises and official business materials. (News Agency of Nigeria)
Consequently, a business that presents itself to the public as a company should not simply assume that its brand name is its legal identity.
But what if the company was not yet incorporated when the contract was signed?
This is where the position requires greater care.
There is a difference between an agreement being deliberately entered into in the name of a non-existent entity and a genuine pre-incorporation transaction entered into on behalf of a company that is subsequently incorporated.
CAMA 2020 contains provisions dealing with pre-incorporation contracts. Section 96provides, among other things, for ratification by the company after its formation, in which event the company becomes bound by and entitled to the benefit of the transaction as if it had existed when the contract was made. (CAMA 2020)
Therefore, the mere fact that a company was not yet incorporated on the date of an agreement does not mean that every such transaction must be analysed in exactly the same way.
The circumstances and wording of the agreement matter.
This is one reason why contracts intended to precede incorporation should be drafted by lawyers who understand the distinction between a promoter, an existing individual or business, and a company yet to be incorporated.
The courts continue to emphasise the importance of legal personality
In ADIO & ORS v. REGISTERED TRUSTEES OF BEACON LIGHT CHRISTIAN MINISTRY & ORS (2025) LPELR-82058(CA), the Court of Appeal reiterated the principle concerning the capacity of an entity that does not yet possess legal personality.
The Court stated:
“It is trite that a company not yet in existence lacks legal capacity to enter into a valid contract. The Supreme Court reiterated this principle in EKE V. FRN (2013) 13 NWLR (PT. 1372) 311 AT 331, where it held that a non-juristic person has no legal capacity to sue or be sued.”
Per Gabriel Omoniyi Kolawole, JCA, at pp. 48-49, Paras. E-A.
The lesson for commercial parties is straightforward:
Before signing the contract, establish who the contracting party actually is.
What should an artiste do before signing with a record label?
An artiste should not be satisfied merely because the label has:
- a popular name;
- thousands of social-media followers;
- a physical office;
- successful artistes;
- a professional-looking contract;
- a website;
- executives who appear credible; or
- a well-known brand.
Those things do not, by themselves, establish the legal identity of the contracting entity.
The artiste should request the label’s CAC registration details.
The artiste should not stop at asking the record label to provide its CAC registration details. Those details should be independently verified through the Corporate Affairs Commission’s public search facility.
A public search can help establish whether the entity exists and provide important information about its registered identity. The name appearing on the search result should be carefully compared with the name stated in the proposed agreement.
For example, if the agreement identifies the contracting party as XYZ Records Limited, but the CAC search produces XYZ Entertainment Nigeria Limited, the discrepancy should not simply be ignored. The label should explain the difference and the agreement should be corrected where necessary before it is signed.
The same verification should be carried out where the other party describes itself as a registered business name. A business name and a limited liability company are not the same legal entity, and the distinction can have important consequences for contractual liability and enforcement.
The legal name appearing on the CAC records should then be compared with the name appearing in:
- the agreement;
- invoices;
- payment instructions;
- correspondence;
- royalty statements;
- intellectual-property assignments; and
- other important contractual documents.
Most importantly, the search should be conducted before the agreement is signed, rather than after a dispute has arisen. A few minutes spent verifying the legal identity of the contracting party can prevent years of litigation over who was actually bound by the agreement.
The same precaution applies to the other side
This is not only a warning for artistes.
Record labels should also conduct due diligence before signing artistes.
A label that intends to operate through a corporate entity should ensure that its contracts are executed in the correct registered name and by persons authorised to bind the company.
The same applies to investors, landlords, employees, contractors, agencies, consultants and other commercial counterparties.
A professionally designed contract does not cure an incorrectly identified contracting party.
Do not confuse a brand with a legal person
This is perhaps the most important lesson.
A brand can be extremely valuable without being a separate legal person.
“XYZ Records” may be the public face of a business.
But the legal entity behind that brand may be an incorporated company, a registered business name, an individual proprietor, a partnership, or potentially nothing formally registered at all.
Those distinctions matter when rights have to be enforced.
As the Court of Appeal observed in BABANGIDA v. MOHAMMED (supra), parties doing business in the name of an unregistered organisation must contract in their proper names.
Similarly, CHUKWU v. CHUKWU (supra) demonstrates that even where an incorporated company exists, contracting in a name different from its registered corporate name can create serious problems.
A simple legal due-diligence rule
Before signing a substantial commercial agreement, ask three questions:
1. Who is the contracting party?
Identify the precise legal person.
2. Does that legal person exist?
Verify the entity with the Corporate Affairs Commission.
3. Is the agreement being executed in that entity’s correct registered name?
Do not rely solely on the brand name.
This simple exercise can prevent a complicated dispute years later.
Conclusion
The courts have repeatedly emphasised the importance of identifying the actual legal person behind a transaction.
The fact that a business has a name does not necessarily mean that the name represents a company.
The fact that a business has a website does not make it a company.
The fact that a business has artistes, employees, offices and customers does not automatically give its trading name separate legal personality.
And the fact that someone hands you a professionally drafted contract does not necessarily mean that the entity named in the contract exists in law.
For artistes, record labels and other businesses, corporate identity should be checked before contractual rights are granted, not after a dispute has arisen.
Before signing the next major agreement, look beyond the logo.
Find out who you are actually contracting with.
Disclaimer
This article is provided for general legal information and educational purposes only. It does not constitute legal advice or create a solicitor-client relationship. The application of the law depends on the facts and circumstances of each transaction. Parties should obtain independent legal advice and conduct appropriate corporate due diligence before entering into significant contracts.
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