Filing annual returns is a mandatory requirement of the Corporate Affairs Commission (“CAC”) as it remains the only means by which the CAC remains informed about the status of the operational activity of a company in Nigeria. The CAC has made compliance with filing requirements easy by providing a section in the company registration portal specifically for filing annual returns.
WHO IS REQUIRED TO FILE ANNUAL RETURNS?
In Nigeria, all business entities must file annual returns with the CAC in order to retain an active status on the company registration portal. The requirement for filing annual returns covers all types of business entities which includes Companies, Incorporated Trustees and registered Business Names.
WHEN IS THE DEADLINE FOR FILING ANNUAL RETURNS?
As the name implies, the filing must be done annually. All business entities are mandatorily required to file their annual returns within a defined timeline. Failure to file before the deadline is a major compliance issue that may have varying effects on the status and the reputation of a company. The deadline for filing of annual returns is usually dependent on the type of business entity. The deadline according to the different types of business entities are as follows:
Companies: According to section 421(1) of the Companies and Allied Matters Act (“CAMA”), companies are required to file their annual returns within 42 days of holding their annual general meeting.
Business Names: For individuals, firms or corporation carrying on business under a registered business name, section 822 (1) CAMA requires that their annual returns must be filed on or before the 30th day of June every year. This calculation does not include the year of registration.
Incorporated Trustees: Incorporated Trustees are required to file annual returns with the CAC on or before the 30th of June or the 31st of December each year. Please note that this deadline does not include the year of incorporation. This is according to Section 848 (1) of CAMA.
WHAT IS THE IMPORTANCE OF FILING ANNUAL RETURNS?
Compliance with post-incorporation obligations is important for maintaining an entity’s legal status. For business entities in Nigeria, filing annual returns will ensure the following:
- That a company remains in good standing;
- That the status of a company with the CAC remains active;
- That a company is able to carry out all necessary post-incorporation filings as may be required by the company from time to time without any restrictions, difficulties or query;
- That the name of the company is not removed from the register of companies in Nigeria after several years of remaining inactive due to non-filing of annual returns.
WHAT IS THE COST FOR FILING ANNUAL RETURNS?
In the year 2025, the CAC released a new schedule of filing fees via a Gazette dated 29th May 2025. According to the Gazette, the cost for filing annual returns is dependent on the type of business entity. The cost for the different types of business entities are as follows:
Companies: For limited liability companies, the cost for filing annual returns is dependent on the share capital of company. The filing fee according to the share capital of a company are as follows:
| S/N | SHARE CAPITAL | FILING FEE |
| 1. | N100,000 – N100,000,000 | N5,000 |
| 2. | N100,000,000 – N500,000,000 | N10,000 |
| 3. | N500,000,000 – N1 BILLION | N150,000 |
| 4. | Above N1 BILLION | N200,000 |
| 5. | COMPANIES LIMITED BY GUARANTEE | N10,000 |
- OTHER TYPES OF BUSINESS ENTITIES: For other types of business entities, the filing fee are as follows:
| S/N | BUSINESS ENTITY | FILING FEE |
| 1. | LIMITED LIABILITY PATNERSHIPS | N10,000 |
| 2. | BUSINESS NAMES | N5,000 |
| 3. | INCORPORATED TRUSTEES | N5,000 |
| 4. | LIMITED PARTNERSHIPS | N5,000 |
| 5. | ANNUAL REPORT OF FOREIGN COMPANIES | N100,000 |
WHAT ARE THE REQUIREMENTS FOR FILING ANNUAL RETURNS WITH THE CAC?
In the course of filing annual returns, there are some documents that are required to be annexed to the application. For registered business names, section 822(2) of CAMA provides that the filing of annual returns for business names must be accompanied by the financial statement of the firm or corporation for the period covering 1st January to 31st December of the preceding year. For a firm consisting of individuals, the financial statement must be signed by the individuals. In the case of a corporation, it must be signed by a director and the secretary.
For Incorporated Trustees, section 848(2) of CAMA provides that the return to be filed must be accompanied by the audited statement of accounts for the year of return.
For limited liability companies, section 422 (1) provides that the returns must be accompanied by the following:
- A written copy, certified by a director and the secretary of the company to be a true copy of every balance sheet and profit and loss account laid before the year in general meeting held in the year to which the return relates (including every document required by law to be annexed to the balance sheet).
b. A copy of the report of the auditors and the director’s report.
IS THERE A PENALTY FOR LATE FILING OF ANNUAL RETURNS?
The new schedule of fees as Gazetted by the CAC, provides for an additional fee to be paid for each year of default. The default fee ranges from N1,000 per year to N10,000 per year depending on the type of business entity and the size of the company.
Furthermore, as has been earlier stated, a company that is in default of filing annual returns will have its company status deactivated by the CAC. This will make it impossible to carry out any post-incorporation filings until the company complies with the annual returns’ requirement.
In extreme circumstances, i.e. where a company has been in default for a long period of time, section 425 (3) of CAMA provides that failure to file annual returns for a consecutive period of 10 years is ground for striking the name of a company off the companies register domiciled with the CAC. This can affect the reputation of a defaulting company with investors and equally affect loan applications to the banks as the CAC has issued a notice to banks to disregard loan applications from companies that are inactive.
The requirement to file annual returns is a fundamental corporate compliance obligation that enables a company to maintain its legal status and good standing while also giving business entities an opportunity to maintain transparency with the regulator of companies in Nigeria. Therefore, companies must ensure the timely and accurate filing of annual returns to avoid penalties and business disruptions that may eventually cost so much to resolve.
