Filing of Annual Returns

Annual return is a mandatory statutory requirement for every registered business entity or organisation in Nigeria, regardless of the legal structure, either an Registered Business Names (Enterprise, Sole Trader etc), or Incorporated Trustee to file their annual returns with the Corporate Affairs Commission not later than 30th June every year except the calendar year in which the business name is registered does not end by December.

Limited liability (private or public) Company to file their annual returns with the Commission immediately after 42 daysof the holding ofthe annual general meeting for the year.

The law requires every company or registered corporate entity to file returns annually in the prescribed form provided not later than 18 months after incorporation with the Corporate Affairs Commision (CAC), which facilitate accurate keeping of an  up to date records of the registered company with the commsiion and to show that the company is not dormant, but operative.

Procedures for Filing of Annual Returns:

REQUIREMENT
Duly completed appropriate Annual Returns form
The annual return form should  be signed by the business proprietors, and/or by a director and secretary of the company
Submit the completed form for verification and assessment
Payment of the required annual returns filing fee at the participating authorised bank
Obtain and keep the  receipt/teller as evidence of payment
Submit the completed form with proof of payment to the commission officials
An acknowledgement will be issued by the CAC after filing and processing.

DUE DATE FOR FILING
The annual return should be filed not later than the 30th day of June each year except year of incorporation

PENALTY FOR LATE FILING
₦2,500

PROCESSING PERIOD
1 – 2 weeks from filing

FEE
₦20,000

REQUIREMENTS
Duly completed appropriate Annual Returns form

Provision of Statement of Affairs, if the company is yet to commence business or Audited Financial Statement signed by a licensed practising chartered accountant and two Directors or Director and Secretary of the company.

Submit the completed form for verification and assessment

Payment of the required annual returns filing fee at the participating authorised bank

Obtain and keep the  receipt/teller as evidence of payment

Submit the completed form with proof of payment to the Commission officials
An acknowledgement will be issued by the CAC after filing and processing.
Annual returns must be filed with the Commission immediately after 42 days of the holding of the annual general meeting for the year

Small business – ₦3,000
Private Company other than Small business – ₦5,000
Public Company – ₦10,000
Company Limited by Guarantee – ₦5,000

1 – 2 weeks from filing

₦25,000

REQUIREMENTS

Annual Returns Requirements for filing annual returns of incorporated trustees include the following:
1. duly completed annual return form
2. payment of fees

Not later than 30th June or 31st December each year except year of incorporation
₦5,000

1 – 2 weeks from filing
₦25,000

Certified True Copy (CTC) of Certificate of Registration – Companies – ₦25,000
Certified True Copy (CTC) of Filed Documents – Companies – ₦15,000
Certified True Copies (CTC) of Memorandum and Articles of Association – Companies – ₦18,000
Certified True Copy (CTC) of Certificate of Registration – Business Names – ₦20,000
Certified True Copies (CTC)) of Documents – Business Names – ₦15,000
Certified True Copy (CTC) of Certificate of Incorporation – Trustees – ₦25,000
Certified True Copy (CTC) Constitution – Trustees – ₦20,000
Certified true copy (CTC) of Incorporation Form – Trustees – ₦15,000

a)   Statutory Meetings – By section 213 of CAMA every registered company is required to hold an Annual General Meeting (AGM) within 18 months of incorporation and there after a General Meeting every year as its AGM, and not more than 15 months shall elapse between the date of one AGM and another.

b)   Board of Directors Meeting – Section 263 of CAMA provides that the Directors of every registered company shall hold its first Board meeting within 6 months of incorporation.

As Company Secretaries, we would be responsible for convening of meetings, documentation of relevant board resolutions in accordance with the client’s business needs, issue notices of meetings, attend and prepare minutes of the meetings.

Some of the statutory books that are required to be kept and updated include the following
· Register of Members/Register of Transfer of Shares
· Register of Directors and Secretaries
· Register of Directors interest in the shares and debentures of the Company where applicable,
· Minutes Books of Board and General Meetings
· Seal Register (this include custody of the company seal)
· Register of Charges
· Register of Debentures