Filing your company's CAC annual return
When a Nigerian company files its CAC annual return, who signs it, the financial statements that go with it and the disclosures it must carry.
By Achekam · · 5 min read · For Running a business businesses in Nigeria
For many Nigerian company directors, the CAC annual return is the filing they think about least. The tax returns have deadlines that bite, the bank wants management accounts, and the Corporate Affairs Commission seems content to wait. Then a contract, a loan or a tender asks for evidence that the company is up to date with CAC, and the gaps appear.
The Companies and Allied Matters Act, 2020 sets out the duty clearly, and the consequences of ignoring it build up over time. This article explains how often the return is due, who signs, what goes with it, the extra items for small companies and for people with significant control, and how to keep the process manageable.
Once a year, but not in the year of incorporation
Section 417 of the Companies and Allied Matters Act, 2020 requires every company to deliver an annual return to the Corporate Affairs Commission at least once every year. The exception is the year of incorporation: a company formed this year has no annual return due until next year.
The Act links the timing of the return to the company's general meeting. Section 421(1) and Form CAC 19 in the Companies Regulations 2021 give different day counts for how soon after the meeting the return must be filed, so check the current requirement with CAC or your company secretary rather than relying on either figure alone. The Act also notes that section 421 does not apply to companies with only one member; if yours is a one-member company, ask your adviser how the rule applies.
CAC hosts the full text of the Companies and Allied Matters Act, 2020 on its portal. Sections 388, 417 and 421 are the ones to read for the annual return and the financial statements.
Signed by a director and the secretary
The return is completed and signed by a director and the secretary. A company that has let its secretary appointment lapse has a problem before it starts, so check that the appointment is current well before the return is due.
The balance sheet, profit and loss account and notes
The annual return is not just a form. Under section 388, the directors must lay the company's financial statements before a general meeting not later than 18 months after incorporation and then at least once every year, made up to a date not more than nine months before the meeting. They must deliver a copy of the balance sheet, the profit and loss account and the notes with the annual return.
Several related rules in the Act shape the timetable:
- the balance sheet must be signed on behalf of the board by two directors (section 386);
- copies go to members and debenture holders at least 21 days before the meeting (section 387);
- each director is liable to a penalty for non-compliance (section 389);
- the year-end date the directors choose must be notified to CAC within 14 days of the decision (section 377(4)).
A worked example in words: a company with a December year-end must hold its meeting within nine months of that date for the statements to qualify, send copies to members at least 21 days before the meeting, and then file the return with the statements attached.
Small companies' certificate and significant-control disclosures
Two extra items depend on the company's circumstances.
First, small companies. Section 394(3) says a company meets the small-company conditions in a year only if it is a private company, its turnover and net assets are within the set limits, none of its members is an alien or a government, government corporation or agency or its nominee, and, if it has share capital, its directors between them hold at least 51% of its equity share capital. The naira limits in the Act differ from the test in the Companies Regulations 2021, so ask your accountant which applies. A small company files a certificate with its annual return confirming that it qualifies. For the tax side of being small, see small company annual tax returns.
Second, persons with significant control. Under section 119, a person with significant control must notify the company in writing within seven days of becoming one, and the company must notify CAC not later than one month after receiving the information or any change. The company must also disclose the information in every annual return. The Act's definition includes anyone directly or indirectly holding at least 5% of the shares or voting rights, or the right to appoint or remove a majority of the directors. The notice form is CAC-PSC 01.
Filing through the iCRP account, and asking for more time
Returns are filed online. Under regulation 3 of the Companies Regulations 2021, documents submitted electronically through the company's own account on CAC's portal, or through an agent's account on the portal, are deemed duly authenticated. Regulation 4 requires all documents to be in English, or translated and notarised.
If the company cannot meet the deadline, section 417 allows it to apply to the Commission for an extension of time to file its annual return for a given calendar year. Apply before the deadline passes, not after.
The cost of not filing is real. Section 425(1) makes the company and every director or officer liable to a penalty prescribed by the Commission, and under section 425(3), failure to file annual returns for 10 consecutive years is a ground for striking the company off the register. The figures are covered in what a late CAC annual return costs.
Your accountant's role and the documents to keep
The financial statements are the part that needs the most preparation. In Achekam, management accounts show an income statement for a chosen period beside the period before, and a balance sheet at period end, both added up from the company's own journals and exportable as PDF or CSV. They are the starting point your accountant works from in preparing the statements.
A business can appoint its accounting firm in Achekam by the firm's Achekam address or firm code, as accountant, auditor, tax practitioner, payroll provider or adviser, with an access level, and the firm accepts or declines. That gives the firm access to the books it needs without sending files back and forth.
Keep each year's filed return, the signed statements, the meeting minutes and any PSC notices together. Document Centre is a folder-based store where those can be filed by year, tagged and searched, with new versions keeping the earlier ones. Open last year's folder now and check that every item is there before this year's cycle begins.
General guidance only, not advice on your own circumstances. Tax and payroll rules change: check the current position with the authority or your adviser.
