CAC Annual Returns: Complete Filing Guide for Nigerian Companies

Every Nigerian company must file annual returns with the Corporate Affairs Commission (CAC). This statutory requirement under the Companies and Allied Matters Act (CAMA) 2020 ensures the public register remains current and companies maintain good standing. This guide explains everything you need to know about CAC annual returns.

What Are CAC Annual Returns?

Definition

CAC annual returns are statutory filings that update the Corporate Affairs Commission on your company's:

• Current directors and shareholders
• Registered office address
• Share capital structure
• Financial position

Legal Requirement

Under CAMA 2020:

• All registered companies must file annual returns
• Failure to file can lead to penalties
• Continued non-compliance may result in striking off

Filing Categories

Entity Type	Requirement
Private companies (Ltd)	Annual returns required
Public companies (Plc)	Annual returns required
Companies limited by guarantee	Annual returns required
Business names	Renewal every 5 years

Who Must File?

Companies Required to File

Type	Filing Obligation
All limited liability companies	Annual
Public companies	Annual
Companies limited by guarantee	Annual
Foreign companies	Annual (Form CAC 6)

Exemptions

Entity	Status
Newly incorporated (first year)	Returns due after first AGM
Struck-off companies	No longer required
Dissolved companies	No longer required

When to File

Deadline Rules

Milestone	Requirement
AGM deadline	Within 6 months of year-end
Annual return filing	Within 42 days after AGM

Example Timeline (December Year-End)

Date	Event
December 31, 2024	Financial year ends
June 30, 2025	AGM deadline
Mid-August 2025	Annual return filing deadline

First Annual Returns

For newly incorporated companies:

• No annual return required before first AGM
• First AGM within 18 months of incorporation
• Subsequent AGMs within 6 months of year-end

What's Included in Annual Returns

Required Information

Section	Details
Company particulars	Name, RC number, address
Directors	Current directors, addresses, occupations
Company secretary	Name and address
Shareholders	Names, shares held, addresses
Share capital	Authorized and issued capital
Registered charges	Mortgages and charges
Financial statements	Audited accounts (if applicable)

Accompanying Documents

Document	Required For
Audited financial statements	Most companies
Directors' report	All companies
Auditor's report	Companies requiring audit
Notice of AGM	Evidence of AGM
Resolutions	Special resolutions passed

Filing Process

Step 1: Hold Your AGM

Before filing, conduct your Annual General Meeting:

• Approve financial statements
• Appoint/reappoint directors
• Appoint/reappoint auditors
• Declare dividends (if any)
• Address required resolutions

Step 2: Prepare Documents

Gather required materials:

• [ ] Audited financial statements
• [ ] Directors' report
• [ ] Auditor's report
• [ ] List of current shareholders
• [ ] Details of current directors
• [ ] Company secretary details
• [ ] Notice of AGM and minutes

Step 3: Complete CAC Form

Private Companies: Form CAC 10 Public Companies: Form CAC 10A

Information required:

• Company registration number
• Company name
• Registered office address
• Principal business activities
• Director details
• Shareholder details
• Share capital information

Step 4: File Online

Through CAC Company Registration Portal:

1. Log in to CAC portal
2. Select annual returns
3. Complete online form
4. Upload documents
5. Pay filing fee
6. Submit application

Step 5: Pay Filing Fees

Company Type	Annual Fee (Approximate)
Small private company	₦3,000 - ₦5,000
Medium private company	₦10,000 - ₦20,000
Large private company	Based on share capital
Public company	Higher fees apply

Note: Fees are subject to change. Check CAC website for current rates.

Step 6: Receive Confirmation

Upon successful filing:

• CAC issues acknowledgment
• Records updated in public register
• Company maintains good standing

Late Filing and Penalties

Penalty Structure

Situation	Consequence
Late filing	Late filing fee applies
Multiple years unfiled	Accumulated penalties
Continued non-compliance	Risk of striking off

Late Filing Fees

Period Late	Additional Fee
First year	Prescribed penalty
Second year	Higher penalty
Three years or more	Significant penalties

Note: Specific penalty amounts vary. Contact CAC for current rates.

Consequences of Non-Filing

Timeframe	Risk
1-2 years	Penalties accumulate
3+ years	Risk of striking off notice
Continued default	Company struck off register

Striking Off Process

Stage	What Happens
Warning notice	CAC sends notice of intent
Response period	90 days to remedy default
Final notice	Published in newspaper
Striking off	Company removed from register

Small Company Exemptions

What Is a Small Company?

Under CAMA 2020, a small company meets all of:

• Not a public company
• Turnover below threshold
• Net assets below threshold
• No foreign company as member

Exemptions Available

Requirement	Exemption
Statutory audit	May be exempt
AGM	May pass written resolutions
Filing timeline	No exemption

Note: Even exempt companies must file annual returns.

Foreign Companies

Registration Requirement

Foreign companies operating in Nigeria must:

• Register with CAC
• File annual returns (Form CAC 6)
• Maintain Nigerian office

Filing Requirements

Obligation	Details
Annual returns	Form CAC 6
Financial statements	Parent company accounts
Nigerian operations	Details of local activities
Local representatives	Names and addresses

Changes to Report

During the Year

Report changes as they occur:

• Director appointments/resignations
• Change of registered address
• Change of company secretary
• Special resolutions

In Annual Returns

Confirm current status of:

• All directors
• All shareholders
• Share capital
• Registered charges

Common Mistakes to Avoid

Filing Errors

Mistake	Consequence
Incorrect details	Returns rejected
Missing documents	Processing delayed
Wrong form used	Resubmission required
Unpaid fees	Returns not processed

Timing Errors

Mistake	Solution
Missing AGM deadline	Hold AGM as soon as possible
Late annual returns	File with late fees
Multiple years unfiled	Clear backlog systematically

Documentation Errors

Mistake	Solution
Unaudited accounts	Engage auditor (if required)
Incomplete information	Review requirements
Outdated details	Update before filing

How Finora Supports CAC Compliance

Financial Statement Preparation

Feature	Benefit
IFRS-ready reports	Compliant financial statements
Real-time data	Always current information
Export options	Formats for audit and filing

Record Keeping

Finora maintains:

• Complete transaction history
• Document attachments
• Shareholder records
• Director information

Compliance Calendar

Feature	How It Helps
Deadline tracking	AGM and filing reminders
Status monitoring	Know what's due
Document checklist	Prepare required materials

Audit Support

When auditors need information:

• Export financial data
• Provide transaction details
• Access supporting documents
• Generate required schedules

Restoring a Struck-Off Company

Restoration Process

If your company was struck off:

Step	Action
1. Application	Apply to CAC for restoration
2. Documentation	Provide required documents
3. Outstanding returns	File all backlog annual returns
4. Penalties	Pay all applicable fees/penalties
5. Court order	May require court application
6. Restoration	Company restored to register

Time Limits

• Within 20 years of striking off
• Longer delays = more complex process
• Court application may be required

Frequently Asked Questions

What if I haven't held my AGM?

You can't file annual returns without holding an AGM (or passing equivalent written resolutions for small companies). Hold your AGM first, then file within 42 days.

Do I need audited accounts?

Most private limited companies require audited accounts. Small companies meeting specific criteria may be exempt under CAMA 2020. Check your eligibility.

Can I file returns for multiple years at once?

Yes, but each year requires separate returns and fees. Late filing penalties apply for each year. Clear the backlog systematically.

What if my company is dormant?

Dormant companies still must file annual returns. The accounts will show nil activity, but the filing obligation remains.

How do I check if my company is in good standing?

Search the CAC public register or request a status report. Outstanding annual returns will show as defaults.

Can directors be held personally liable?

Yes, directors can be held liable for company's failure to file annual returns. CAMA imposes obligations on directors.

Conclusion

CAC annual returns are a fundamental compliance requirement:

• Timeline: Within 42 days after AGM
• Content: Company details, directors, shareholders, accounts
• Consequences: Penalties and potential striking off
• Restoration: Possible but costly and complex

Best practices:

• Hold AGM on time
• Prepare accounts early
• File returns promptly
• Keep records updated
• Address changes immediately

Finora helps you maintain the financial records and documentation needed for seamless CAC annual returns through accurate accounting and comprehensive reporting.

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