CAC annual returns in Nigeria: deadlines, penalties and how to keep a book of companies active
Who must file an annual return with the Corporate Affairs Commission, what happens when it is missed, and a working routine for practices that look after many companies.
In November 2024 the Corporate Affairs Commission struck more than 80,000 companies off the register for failing to file annual returns. In July 2025 it published notice of about 100,000 more. Annual returns were once an administrative chore that could wait. Today a missed return puts a client's legal existence at risk, and the secretary is the one who has to explain it.
Who must file, and when
Every company registered in Nigeria files an annual return with the CAC each year. It confirms that the company is still a going concern and that its directors, shareholders and registered office are up to date. Three points catch people out:
- New companies. A company does not file in its year of incorporation. In practice the first return falls due once the company is 18 months old.
- Companies that hold an AGM. The return follows the annual general meeting, so the AGM date drives the deadline.
- Small and single-shareholder companies. CAMA 2020 allows them to skip the AGM, and the Act gives no fixed date for their return. CAC practice is to expect it by 30 June each year.
What a missed return costs
- Late filing penalties for each year in default. The amount depends on the type of company.
- Inactive status on the public register, which banks, counterparties and procurement teams check.
- Strike-off. The CAC can remove a company from the register after publishing notice. A struck-off company is treated as dissolved, and carrying on business in its name is unlawful.
- Restoration through the courts. Getting back on the register takes an order of the Federal High Court, with the unpaid returns and penalties settled first.
The other deadline: persons with significant control
Annual returns are not the only clock. When a company learns that someone has become, or has ceased to be, a person with significant control, it must notify the CAC within one month. A share transfer or a change in voting rights agreed at a board meeting can start that period without anyone noticing.
Does the company need a secretary?
Under section 330 of CAMA 2020, every company except a small company must have a company secretary, and public companies must appoint a qualified professional. Small companies are exempt on paper, but someone still has to file the return.
A routine for a practice with many companies
- Keep one list of every company with its RC number, type, incorporation date, financial year end and last return filed.
- Work out each company's next return date from its type, and review the list on the first working day of every month.
- Ask clients for what you need 60 days ahead, not the week before.
- After every board or general meeting, check the resolutions for anything that must be notified: directors, secretary, shares, registered office, persons with significant control.
- File, then store the acknowledgement against the company so the status can be shown on request.
Where CosecScribe helps
CosecScribe does this routine for you. Enter an RC number and it pulls the company's details from the CAC public register. It works out the next annual return date for each company, including small and single-shareholder companies, and shows what the penalty would be if you filed today. Alerts arrive by email and on your phone at 14, 7, 3 and 1 days.
When minutes are approved, the assistant reads the resolutions, proposes the changes to the company record and prepares the CAC pack, the notice and a certified extract on your letterhead. You approve and file.
See CosecScribe for Nigerian company secretaries.