Compliance Filings For Registered Businesses in Nigeria

Compliance Filings For Registered Businesses in Nigeria

March 28, 2024

 

For every registered company, business name, partnership, incorporated trustee, there are certain mandatory compliance requirements to be filed with the corporate affairs commission, which are either filed annually or bi-annually. The following are the statutory filings for registered companies/business:

Annual Returns Filing: All business entities registered with the Corporate Affairs Commission (CAC) are required to file Annual Returns every year that they remain in operation. This requirement extends to businesses, partnerships, limited liability companies, and incorporated trustees. However, the timeline may vary depending on the nature of the entity.

For business names (sole proprietorships and partnerships), the Annual Returns for each preceding year must be filed before June 30th of the following year, except the year in which the business is registered. The same requirement applies to Incorporated Trustees, which are also required to file their Annual Returns for every year except the year of incorporation.

For a company, however, the time for filing its Annual Returns is dependent on when the AGM holds for each year. The first AGM of a company must be held not later than 18 months after incorporation, and every AGM afterwards must be held not later than 15 months of the last one.

 

Further, the Annual Returns must be filed within 42 days after the AGM. However, the deadline for filing the returns for a preceding year is June 30th of the following year, after which the Commission may impose a penalty or take any other measures it deems necessary in the circumstances.

 

Where a business entity fails to file its returns before the deadline set out:

  1. The Status of the company may be de-activated, under the assumption that it is no longer in operation. The status would only be re-activated after the Annual Returns have been filed up to date;
  2. Companies in default of filing returns cannot process other post-incorporation services, such a share transfer, application for CTC, appointment or removal of director, and so forth;
  3. The Commission also imposes penalties on the company/business for late filing, and this penalty must be paid at the point of rectifying the filing situation;
  4. A company or business name may be struck off the register of companies or business names (as the case may be), if the business is in default of filing returns for 10 consecutive years.

 

The process of filing Annual Returns has been made easier, as the entire process can be completed on the CAC Portal. All that is required is to employ the services of an accredited agent, to carry out the filing on your behalf.

To avoid your company being de-activated or delisted, or paying penalties, it is important to file your Annual Returns before they become due.

Bi-Annaul Returns Filing for Non-Profits/Organisations : The trustees of non-profit organisations/Foundations are required to submit to the Corporate Affairs Commission, a bi-annual statement of affairs twice every year. The requirement to file bi-annual statement of affairs is in line with the provisions of section 845(1) of CAMA 2020 and Regulation 32 of the companies regulation 2021.

 

The trustees are required to file the bi-annual statement made up to 30th June and 31st December each year, to be filed not later than 15th July and 15th January respectively.

Where there is a default in compliance, there is a daily penalty for every day for which the default continues, which is the sum of N500 daily for each trustee and secretary, as stated in Section 845(2) of Companies and Allied Matters Act 2020.

 

To file bi-annual returns, the following information will be required:

  • The details of the association such as the Name, the registration number etc.
  • Subscriptions of the association.
  • Donations to the association.
  • Liabilities of the association such as Judgment, contracts, estimated liabilities etc.
  • Assets of the association such as cash at hand, cash in the bank, etc.

 

Bi-annual returns filing is a measure put in place by the corporate affairs commission to ensure that these non-profit organisations comply with the objectives of the association, and ensure proper record keeping of the funds for the association, and are not utilized for any fraudulent or illegal purpose.

 

Fourteenth (14th) Schedule Filing: Pursuant to Section 733 of Companies and Allied Matters Act 2020, banks, insurance companies, deposit, provident companies are mandated to publish a statement as prescribed in the fourteenth schedule of the Act. This statement is to be filed on the first Monday of February and the first Tuesday in August.

 

The following information are to be disclosed in the statement:

  • The share capital.
  • Debts owing to sundry persons by the company in monetary terms:
  1. On Judgement.
  2. On Specialty.
  • On notes or bills.
  1. On simple contracts.
  2. On estimated liabilities

 

  • The Assets of the company in monetary terms:
  1. Government securities.
  2. Bills of exchange and promissory notes.
  • Cash at the bankers.
  1. Other securities

 

Further to section 733(4) of CAMA 2020, penalties for late filing of the statement will be due for every day during which the default continues against the company, each of its directors and the company secretary as follows:

 

  • Small company: N250.00 each for every day of default.
  • Private company other than small company: N500.00 each for every day of default.
  • Public company: N1,000.00 each for every day of default.

 

Post-incorporation changes: Another post-incorporation filing which is also important, is the filing of every change made in the initial details filed at incorporation with the corporate affairs commission, for example change in the company/business’s registered address, change in details of the shareholders, proprietor, trustees or directors etc, the status report will only reflect the details filled at incorporation except these details are filed accordingly. It is important for the company’s status report to reflect the correct details at all times.

Being legally compliant as a company, shows the company observes good corporate governance principles and is also a good indicator for prospective investors/partners.

 

Team 618 Bees

 

618 Bees can quickly and easily help you file your company’s outstanding compliance with the Corporate Affairs Commission (CAC). Log on to our website www.618bees.com or email hello@618bees.com, or give us a call on +2349017190079/08080819653. 618 Bees will complete your application with the CAC.

 

 

The information in this blog post (“post”) is provided for general informational purposes only, no information contained in this post should be construed as legal advice, nor is it intended to be a substitute for legal counsel on any subject matter. No reader of this post should act or refrain from acting on the basis of any information included in, or accessible through this post without seeking the appropriate legal or professional advice from the particular facts and circumstances at issue from a lawyer. This post is protected by intellectual property law and regulations. It may however be shared using appropriate sharing tools provided that our authorship is always acknowledged and this Disclaimer Notice attached

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Frequently Asked

  • What additional documents do I require to file my Annual Returns?
  • Must my Company Secretary be a Lawyer?

    Although it’s ideal to have a lawyer as a company secretary, it is not compulsory for small private businesses.

  • What is an execution clause in a contract?

    This is the section in which the parties sign the contract or agreement.

  • Can I process/register multiple products at NAFDAC at the same time?

    Yes, you can process/register multiple products at the same time

  • What is personal data?

    This is any information that can be used to identify an identifiable human person such passport photograph.

  • What is the basic criteria for registering a Design?

    The design must be new and original. This means that it must be a unique design not similar to an already existing design.

  • What are the product categories available when registering with NAFDAC?

    The product categories include: Food, Cosmetics, Drug, Medical Device, Agro-Chemicals & Pesticide, Veterinary Products, Vaccines & Biologicals, Herbal and Nutraceuticals and Water

  • What is share capital?

    The share capital in a private limited company is the amount of money invested by its owners in exchange for shares of ownership.

  • Can I trademark my logo and name separately? Why is this a good idea?

    Yes you can. The advantage is that it gives you the opportunity to have more than one logo or the opportunity to change your logo easily as opposed to registering the name and the logo as one trademark.

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