How to relist a de-listed company in Nigeria

How to relist a de-listed company in Nigeria

August 02, 2024

There is a statutory obligation for every company to file its annual returns every year, following the year of incorporation, and for failure to file within the time frame, a penalty for late filing is imposed on the company. The importance of filing annual returns cannot be over-emphasized as it promotes transparency and a good corporate governance practice and also serves as confirmation to the corporate affairs commission of the company/business status as an operational going concern.

Also, part of the implication of non-compliance to this obligation, is that the company’s name can be struck off from the register of companies. By virtue of section 692(3) of CAMA, the CAC has the authority to strike off the name of a company from the register of companies where it has reasonable cause to believe that the company is not carrying on business or has not been in operation for ten (10) years or has not complied with the provisions of CAMA for a consecutive period of ten (10) years.

It is understandable that a company may become dormant for some time due to unforeseen circumstances, so the question is how to relist when the company name has been de-listed from the register of companies. In order to relist a de-listed company, the following options are open to the aggrieved party:

  1. He/she will apply to the Federal High Court for an order to restore the company to the register of companies anytime before expiration of 20 years from the publication of the notice of removal, if the court is satisfied that at a time of the striking off, the company was carrying on business or in operation or that otherwise, it is just to restore the company to the register.
  2. A formal application letter addressed to the CAC’s Registrar General explaining the reasons for not filing the Annual returns on time. In addition to the application, all payable dues and updated company records must be attached and if the application is successful, a relisting certificate will be issued to the company.

Both options can be rather strenuous, hence the better way is to file annual returns as at when due, to avoid both penalties. Although this has not been enforced yet, but the penalties also apply to every director or officer and the penalty will be at the discretion of the commission.

Team 618 Bees

 

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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  • When are Annual Returns due for filing?

    A company’s first Annual Returns are due for filing after 18 months of its inception, subsequently it should be filed annually as the name implies. The filing dates could differ for each company depending on their financial year end but must be filed not later than 42 days after its Annual General Meeting.

    The Annual Returns for Business Names is due not later than the 30th of June each year except in the year the business was registered.
  • What’s the difference between a business name and an LLC?

    • A business name is a sole proprietorship, usually owned and managed by one individual only. Legally, the sole proprietor and his business are one. It simply means an individual trading with an alias. The sole proprietor is personally liable for all business related obligations.

    • A limited liability company on the other hand is a separate business entity from the individuals that hold its shares and act as directors. Legally, it’s a separate business entity and a person on its own who can transact business, own property separate from its owners and can sue or be sued. 
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