Winding-Up Declaration (Nigeria)
DECLARATION OF SOLVENCY AND WINDING-UP DECLARATION
Companies and Allied Matters Act 2020 (CAMA 2020), Sections 620–626 | Corporate Affairs Commission (CAC)
IN THE MATTER OF [Company Name] (RC [RC Number])
Date of Declaration: [Declaration Date]
1. COMPANY DETAILS
1.1 Company Name: [Company Name]
1.2 RC Number: [RC Number]
1.3 Registered Office: [Registered Office]
1.4 Date of Incorporation: [Incorporation Date]
2. DECLARATION OF SOLVENCY
2.1 We, the undersigned, [Director 1 Name] of [Director 1 Address] and [Director 2 Name] of [Director 2 Address], being a majority of the [Total Directors] directors comprising the board of [Company Name] (RC [RC Number]), do hereby solemnly and sincerely declare as follows:
2.2 We have made a full inquiry into the affairs of [Company Name] and, having done so, we are of the opinion that the company will be able to pay its debts in full within [Debt Payment Period] months from the commencement of the winding up.
2.3 We make this declaration pursuant to Section 626 of the Companies and Allied Matters Act 2020 (CAMA 2020), and we are aware that if we make this declaration without having reasonable grounds for the opinion set out above, we commit an offence under Section 626(6) of CAMA 2020.
3. STATEMENT OF ASSETS AND LIABILITIES
3.1 As at [Assets/Liabilities Date], being the latest practicable date before making this declaration, the assets and liabilities of [Company Name] are as follows:
3.2 Total Assets (at realisable values): [Total Assets]
3.3 Total Liabilities: [Total Liabilities]
3.4 A detailed Statement of Assets and Liabilities as at [Assets/Liabilities Date] is attached as Schedule 1 to this Declaration.
4. MEMBERS' SPECIAL RESOLUTION
4.1 At a general meeting of the members of [Company Name] duly convened and held on [Resolution Date], the following special resolution was passed pursuant to Section 622 of CAMA 2020:
"THAT [Company Name] be wound up voluntarily and that the members' voluntary winding up of the company be and is hereby commenced with effect from [Commencement Date]."
4.2 The voluntary winding up of [Company Name] is deemed to have commenced on [Commencement Date], being the time of the passing of the above resolution, in accordance with Section 621 of CAMA 2020.
5. APPOINTMENT OF LIQUIDATOR
5.1 At the same general meeting, the members resolved pursuant to Section 627 of CAMA 2020 to appoint [Liquidator Name], [Liquidator Qualification], of [Liquidator Address], as liquidator of [Company Name] for the purposes of winding up the company's affairs and distributing its assets.
5.2 Upon appointment, the liquidator shall assume custody and control of all the property of [Company Name] and shall exercise all powers vested in a liquidator under Parts F and G of CAMA 2020.
5.3 All powers of the directors of [Company Name] shall cease upon the appointment of the liquidator, except to the extent that the liquidator or the company's members in general meeting may sanction their continuance.
6. CORPORATE AFFAIRS COMMISSION FILINGS
6.1 This Declaration of Solvency shall be filed with the Corporate Affairs Commission (CAC) within 5 weeks of the date of the winding-up resolution ([Resolution Date]), as required by Section 626(5) of CAMA 2020.
6.2 Notice of the winding-up resolution shall be published in a national newspaper and in the Federal Government Official Gazette within 14 days of [Resolution Date], in accordance with Section 621(3) of CAMA 2020.
6.3 The liquidator shall file all returns, notices, and accounts required by CAMA 2020 with the CAC during the course of the winding up, including the liquidator's annual account under Section 684 of CAMA 2020 if the winding up continues for more than 12 months.
7. GOVERNING LAW
7.1 This Declaration is governed by the laws of the Federal Republic of Nigeria, including the Companies and Allied Matters Act 2020 (CAMA 2020) and the rules and regulations of the Corporate Affairs Commission (CAC).
7.2 Any dispute arising in connection with the winding up of [Company Name] shall be subject to the jurisdiction of the Federal High Court of Nigeria, which has exclusive jurisdiction over the winding up of companies under Section 571 of CAMA 2020.
SOLEMN DECLARATION
AND WE MAKE THIS SOLEMN DECLARATION conscientiously believing the same to be true and by virtue of the provisions of the Oaths Act (Cap O1, LFN 2004).
Declared at _________________________ on [Declaration Date]
[Director 1 Name] _______________________
Director
[Director 2 Name] _______________________
Director
Before me: _______________________________
Commissioner for Oaths / Notary Public
Director 1
________________
Signature
Director 2
________________
Signature
Liquidator
________________
Signature
What Is a Winding-Up Declaration (Nigeria)?
A Winding-Up Declaration in Nigeria is a formal corporate instrument through which the directors or members of a Nigerian company initiate the voluntary dissolution and liquidation of the company under the Companies and Allied Matters Act 2020 (CAMA 2020). The declaration triggers the statutory winding-up process, resulting in the orderly realisation of the company's assets, payment of creditors, and eventual striking off the register maintained by the Corporate Affairs Commission (CAC).
CAMA 2020, which repealed and replaced the Companies and Allied Matters Act 1990 (Cap C20, LFN 2004), introduced significant reforms to the winding-up regime. Under Part F of CAMA 2020 (Sections 620–714), a company may be wound up voluntarily by a members' voluntary winding up (where the company is solvent) or a creditors' voluntary winding up (where the company is insolvent or of uncertain solvency). The Winding-Up Declaration, in the context of members' voluntary winding up, incorporates the statutory Declaration of Solvency required by Section 626 of CAMA 2020.
The Declaration of Solvency under Section 626 of CAMA 2020 must be made by a majority of the directors at a board meeting. The declaration must state that the directors have made a full inquiry into the company's affairs and formed the opinion that the company will be able to pay its debts in full within a period not exceeding 12 months from the commencement of winding up. The declaration must be filed with the CAC within 5 weeks of the date of the resolution to wind up. Directors who make a declaration of solvency without reasonable grounds commit an offence under Section 626(6) of CAMA 2020 and are liable to a fine or imprisonment.
The Winding-Up Declaration must be distinguished from a Creditors' Voluntary Winding Up, which applies where the company is unable to pay its debts. In a creditors' voluntary winding up under Section 637 of CAMA 2020, the creditors have a dominant role in appointing the liquidator and supervising the liquidation, and no Declaration of Solvency is permissible. The Federal High Court of Nigeria also has jurisdiction to wind up companies compulsorily under Section 571 of CAMA 2020, which is a court-driven process distinct from voluntary winding up.
A Winding-Up Declaration must be accompanied by a statement of the company's assets and liabilities as at the latest practicable date before the making of the declaration, under Section 626(2) of CAMA 2020. The declaration must be in the prescribed form, sworn before a Commissioner for Oaths or a Notary Public in Nigeria, and filed at the CAC registry. The CAC charges a filing fee for registration of winding-up documents. Following commencement of winding up, the company must cease to carry on business except as far as may be required for the beneficial winding up of the business, under Section 621 of CAMA 2020.
The legal framework governing the Winding-Up Declaration (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 Winding-Up Declaration (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.
When Do You Need a Winding-Up Declaration (Nigeria)?
A Winding-Up Declaration in Nigeria is required whenever the directors and shareholders of a solvent company decide to bring the company's operations to an end through a voluntary members' winding up under CAMA 2020.
A Winding-Up Declaration is needed when a company has completed its commercial purpose — for example, a special purpose vehicle (SPV) incorporated under CAMA 2020 for a specific project that has concluded — and the shareholders wish to distribute remaining assets and dissolve the entity cleanly.
A Winding-Up Declaration is required when the founding shareholders of a family business or owner-managed company decide to retire or exit the business and no successor or buyer is available, making voluntary dissolution the most efficient exit route under Part F of CAMA 2020.
A Winding-Up Declaration is needed when a foreign-owned Nigerian subsidiary is being repatriated or consolidated into a parent group's restructuring, requiring the Nigerian entity to be wound up and its assets remitted to the parent company or shareholders, subject to any Central Bank of Nigeria (CBN) foreign exchange approvals.
A Winding-Up Declaration is required when a company faces chronic inactivity — having filed no returns and conducted no business for several years — and the directors wish to avoid the CAC striking off the company for non-filing of annual returns under Section 417 of CAMA 2020, which carries more severe consequences than a voluntary winding up.
A Winding-Up Declaration is needed when the Federal Inland Revenue Service (FIRS) has issued assessments or the company has unresolved tax liabilities and the shareholders decide the most orderly approach to closure is a formal winding up under CAMA 2020, which provides a structured creditor payment framework.
A Winding-Up Declaration is required where the company's memorandum and articles of association specify a fixed period of existence or a particular event that triggers dissolution, and that period or event has occurred — requiring formal documentation of the winding up for CAC purposes.
Parties in Nigeria should prepare a Winding-Up Declaration (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.
What to Include in Your Winding-Up Declaration (Nigeria)
A valid Nigeria Winding-Up Declaration under CAMA 2020 must contain the following essential elements.
Company identification: The full registered name of the company, its Corporate Affairs Commission registration number (RC number), the registered office address, date of incorporation, and the names of all current directors. The company's particulars must match the current CAC register to avoid rejection of the filing.
Directors' solvency declaration: A sworn statement by a majority of the directors, under Section 626 of CAMA 2020, that after full inquiry into the company's affairs they are of the opinion that the company will be able to pay its debts in full within 12 months from the commencement of the winding up. The declaration must be sworn before a Commissioner for Oaths or Notary Public.
Statement of assets and liabilities: A full statement of the company's assets and liabilities as at the most recent practicable date before the declaration, attached as a schedule. Under Section 626(2) of CAMA 2020, this statement must accompany the declaration when filed with the CAC. Assets should be valued at realisable values, not book values.
Members' resolution to wind up: The special resolution passed by shareholders at a general meeting, or written resolution under Section 254 of CAMA 2020 (for private companies), resolving that the company be wound up voluntarily. A special resolution requires a 75% majority of votes cast by members entitled to vote, under Section 119 of CAMA 2020.
Liquidator appointment: The name, address, and professional qualifications of the appointed liquidator. Under Section 627 of CAMA 2020, the members must appoint one or more liquidators for the purposes of winding up the company's affairs and distributing its assets. The liquidator must be an insolvency practitioner — typically a licensed accountant or solicitor.
Commencement date: The date on which the voluntary winding up is deemed to have commenced, which under Section 621 of CAMA 2020 is the time of the passing of the resolution for voluntary winding up. From this date, the company's corporate powers cease except as needed for winding up.
CAC filing details: Reference to the obligation to file the Declaration of Solvency and the winding-up resolution with the CAC within 5 weeks of the resolution date (Section 626(5) of CAMA 2020), and to advertise the winding-up resolution in the Federal Government Official Gazette or a national newspaper within 14 days.
Director execution: Signatures of a majority of the directors, each deponent sworn before a Commissioner for Oaths or Notary Public. Each director signing must confirm they have read and understood the statement of affairs and that the opinion expressed in the solvency declaration is honestly held.
Additional compliance elements for a Winding-Up Declaration (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.
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year = {2026},
howpublished = {\url{https://forms-legal.com/nigeria/business/corporate/winding-up-declaration-nigeria}},
note = {Free legal document template. Based on Companies and Allied Matters Act (CAMA) 2020}
}Frequently Asked Questions
In Nigeria under CAMA 2020, the key distinction is solvency. A members' voluntary winding up under Section 622 of CAMA 2020 applies when the company is solvent and the directors can make a statutory Declaration of Solvency under Section 626, confirming the company can pay all debts within 12 months. In a members' voluntary winding up, the shareholders control the liquidation and appoint the liquidator. A creditors' voluntary winding up under Section 637 of CAMA 2020 applies when the company is insolvent or the directors cannot make a Declaration of Solvency. In a creditors' voluntary winding up, a meeting of creditors must be convened within 14 days of the members' winding-up meeting, and creditors have the power to appoint their own liquidator who supersedes the members' nominee. If a Declaration of Solvency is made but the company subsequently proves unable to pay its debts in full within 12 months, the winding up converts to a creditors' voluntary winding up and the directors who made the declaration may face criminal liability under Section 626(6) of CAMA 2020.
To file a Winding-Up Declaration with the Corporate Affairs Commission (CAC) in Nigeria, the following steps apply under CAMA 2020. First, a majority of the directors must make the Declaration of Solvency at a board meeting and swear the declaration before a Commissioner for Oaths or Notary Public, attaching the statement of assets and liabilities. Second, the members must pass a special resolution to wind up at a general meeting. Third, the winding-up resolution must be filed with the CAC within 15 days of being passed, under Section 120 of CAMA 2020. Fourth, the Declaration of Solvency must be filed with the CAC within 5 weeks of the winding-up resolution. Fifth, notice of the winding-up resolution must be published in a national newspaper within 14 days. The CAC's online portal (pre-filing system) at portal.cac.gov.ng processes winding-up filings. Filing fees are prescribed in the CAC (Fees) Regulations. After completion of the liquidation and filing of the liquidator's final account, the CAC issues a notice of dissolution and strikes the company off the register under Section 704 of CAMA 2020.
During winding up in Nigeria, the company's tax obligations under the Companies Income Tax Act (CITA) Cap C21, LFN 2004, and the Federal Inland Revenue Service (Establishment) Act 2007 continue until the company is fully dissolved. The liquidator must notify the FIRS of the commencement of winding up. Under Section 44 of CITA, the liquidator is personally liable for paying taxes due from the company out of the assets available, before distributing to shareholders. FIRS assessments issued during winding up rank as preferential creditors in the distribution of assets. Value Added Tax (VAT) obligations under the Value Added Tax Act (Cap V1, LFN 2004) also continue until the company's registration is cancelled with FIRS. The liquidator must obtain a tax clearance certificate from FIRS before finalising the distribution of assets to shareholders. Failure to settle FIRS obligations before distribution may result in personal liability for the liquidator under Section 29 of the FIRS (Establishment) Act 2007.
Yes. Under Section 626(6) of the Companies and Allied Matters Act 2020 (CAMA 2020), a director who makes a Declaration of Solvency without having reasonable grounds for the opinion expressed in the declaration commits a criminal offence. The penalty is a fine prescribed under CAMA 2020 or imprisonment for a term not exceeding 6 months, or both. Beyond criminal liability, if the company is unable to pay its debts in full within the 12-month period stated in the declaration, the winding up converts to a creditors' voluntary winding up, exposing the directors to potential claims from creditors for wrongful trading or misfeasance under Section 572 of CAMA 2020. The Federal High Court of Nigeria has jurisdiction to hear applications by the liquidator or creditors for orders that directors contribute to the company's assets where the court finds that they knew or ought to have known the company was insolvent when the declaration was made.
Voluntary winding up in Nigeria under CAMA 2020 typically takes between 6 and 24 months from the date of the winding-up resolution, depending on the complexity of the company's affairs, the number and nature of creditors, and whether any litigation is pending. The liquidator must realise all assets, pay all creditors in the prescribed priority order, resolve all outstanding contracts, and file final accounts with the Corporate Affairs Commission (CAC). Under Section 693 of CAMA 2020, the liquidator must call a final general meeting within 3 months of completing the winding up, present the final accounts, and file a copy of the final accounts and a return of the final meeting with the CAC within 7 days. The CAC then registers the return and, after 3 months, the company is dissolved unless the court orders otherwise. In practice, delays at the CAC registry and FIRS tax clearance requirements are the most common causes of extended timelines.
A Winding-Up Declaration of Solvency in Nigeria under Section 626 of CAMA 2020 must be in the form of a statutory declaration — meaning it must be sworn before a Commissioner for Oaths or a Notary Public. A Commissioner for Oaths is typically a magistrate, a barrister and solicitor of the Supreme Court of Nigeria of at least 7 years' standing who has been appointed by the Chief Judge of the relevant state, or a designated court officer. The declaration does not require notarisation for domestic use within Nigeria, but if the company has foreign shareholders or the declaration is to be used in foreign proceedings, notarisation by a Notary Public (a solicitor appointed under the Notaries Public Act, Cap N128, LFN 2004) may be required. The signed and sworn declaration, together with the statement of assets and liabilities, must be filed as one document with the Corporate Affairs Commission. A declaration that is signed but not sworn before a Commissioner for Oaths is not a valid statutory declaration and will be rejected by the CAC.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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