CAC Annual Return (Nigeria)

A CAC Annual Return (Nigeria) in Nigeria a CAC Annual Return in Nigeria is a statutory filing made by every company incorporated under the Companies and Allied Matters Act 2020 (CAMA 2020) to the Corporate Affairs Commission (CAC), confirming that the company's registered details are current and accurate. The Annual Return is not a financial statement — it is a compliance document containing the company's registered name, RC number, registered office address, details of directors and shareholders, share capital structure, and a summary of the company's principal activities.

The obligation to file an Annual Return arises under Section 417 of CAMA 2020, which requires every company to file its Annual Return with the CAC within 42 days after the Annual General Meeting (AGM) at which the audited financial statements are presented. For companies that are not required to hold an AGM — such as single-member companies under CAMA 2020 — the return must be filed within 42 days of the anniversary of the company's incorporation. Business names registered under Part B of CAMA 2020 must also file an Annual Return under Section 855 of the Act.

The CAC administers the Annual Return filing process through its online portal (CACOnline), introduced as part of the CAC's digitalisation programme in line with Presidential Executive Orders on ease of doing business in Nigeria. The prescribed forms for Annual Returns are Forms CAC 10 (for private companies) and CAC 10A (for public companies), as updated under the Companies Regulations 2021 made under CAMA 2020.

Failure to file an Annual Return with the CAC within the prescribed period is an offence under CAMA 2020. The CAC may strike a defaulting company off the register of companies under Section 692 of CAMA 2020, resulting in loss of corporate status. A struck-off company can apply for restoration to the register under Section 695 of CAMA 2020, but restoration requires payment of all outstanding Annual Return fees plus penalties. Directors of a company that fails to file Annual Returns may also be personally liable for penalties under CAMA 2020.

The legal framework governing the CAC Annual Return (Nigeria) in Nigeria draws on several key statutes and regulatory bodies. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Parties executing a CAC Annual Return (Nigeria) in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies and Allied Matters Act (CAMA) 2020 sets the foundational requirements.

A CAC Annual Return must be filed by every Nigerian company within the statutory periods set by CAMA 2020.

A CAC Annual Return is required annually for every private limited liability company (Ltd) incorporated under Part A of CAMA 2020, within 42 days of the company's Annual General Meeting. Most Nigerian private companies set their AGM date on or before 30 June each year, making the Annual Return filing deadline typically in July or August.

A CAC Annual Return is required for public limited liability companies (Plc) incorporated under CAMA 2020 and listed on the Nigerian Exchange Group (NGX), within 42 days of the AGM. Listed companies must also comply with NGX Listing Rules on timely disclosure, which may require earlier filing.

A CAC Annual Return is required for companies limited by guarantee — such as charities, professional associations, and non-governmental organisations (NGOs) incorporated under Part C of CAMA 2020 — to maintain active status with the CAC.

A CAC Annual Return is required for business names registered under Part B of CAMA 2020 by sole traders and partnerships, under Section 855, to maintain the currency of the registration and avoid administrative deregistration.

A CAC Annual Return is needed when a company that has been struck off for non-filing seeks restoration to the CAC register, as all outstanding Annual Returns must be filed and all penalties paid as part of the restoration process under Section 695 of CAMA 2020.

A CAC Annual Return is required before a company can obtain a Tax Clearance Certificate from the Federal Inland Revenue Service (FIRS), as FIRS typically requires evidence of up-to-date CAC filings as part of the TCC application process.

Parties in Nigeria should prepare a CAC Annual Return (Nigeria) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

A valid CAC Annual Return in Nigeria must contain the following information as required by CAMA 2020 and the Companies Regulations 2021.

Company Identification: The company's full registered name, RC number, date of incorporation, and current registered office address. Any changes to the registered office since the previous Annual Return must be reflected and must be supported by a Form CAC 3 (Change of Address) filed separately with the CAC.

Principal Business Activities: A description of the company's main business activities, stated by reference to the Nigerian Standard Industrial Classification (NSIC) codes where applicable. For regulated businesses, the relevant licence or registration number (CBN, NAICOM, NCC, NAFDAC, etc.) should be noted.

Directors and Officers: Full names, addresses, nationalities, occupations, and dates of appointment of all current directors. For companies required to have a company secretary under CAMA 2020, the company secretary's details must also be included. Any changes in directorship since the last return must be supported by Form CAC 7A filed separately.

Share Capital and Shareholders: The company's authorised and issued share capital, class and number of shares, nominal value per share, and details of all shareholders including their names, addresses, and number of shares held. Changes in shareholding since the last return must be supported by Form CAC 2A.

Mortgages and Charges: A statement of any mortgages or charges registered with the CAC under Part VII of CAMA 2020, including debentures and floating charges, and whether they remain outstanding.

AGM Confirmation: The date of the last Annual General Meeting at which financial statements were laid before members, as required by CAMA 2020, Section 249.

Filing Fee: Payment of the prescribed CAC Annual Return filing fee, which varies by company type and issued share capital. Current fee schedules are published on the CAC website (cac.gov.ng) and are updated periodically.

Additional compliance elements for a CAC Annual Return (Nigeria) used in Nigeria include: Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.