FILING OF ANNUAL RETURNS IN NIGERIA
An annual return is a mandatory requirement every enterprise, private limited company, or incorporated trustees in Nigeria must fulfil at least once in every year by making and delivering to the Corporate Affairs Commission (CAC) a return in the prescribed form containing the specified matters relating to the organization in accordance to the provisions of the Companies and Allied Matters Act (CAMA).
Filing of the annual return by a company helps to simply keep the CAC abreast that such company is still actively in operation and still engaging in business activities or otherwise.
WHEN IS ANNUAL RETURN REALLY DUE?
As the name implies, an annual return must be made every calendar year (i.e. annually). However, new companies may not file its return within the first 18 months of its incorporation, while for older companies, the annual return is due no later than 42 days after its Annual General Meeting.
CAC FORMS AND DOCUMENTS REQUIRED FOR FILING ANNUAL RETURN
- Form CAC 10: Annual Return for a small company
- FORM CAC 10 A: Annual Return for a company having shares other than a small company.
- FORM CAC 10B: Annual Return for a company limited by guarantee.
- FORM CAC 10C: Annual Return of exempted foreign companies.
- FORM CAC/IT 4: Annual Return for Incorporated Trustee.
- FORM CAC/BN/7: Annual Return for Business Name.
WHAT ARE THE DOCUMENT TO BE ANNEXED TO FILING OF ANNUAL RETURN
In the process of delivering an annual return to the CAC, by virtue of Section 375(1)(a)(b), certain documents are to be annexed to the annual return filing and these documents include the followings:
- A Written copy, certified both by a director and by the secretary of the company to be a true copy, every balance sheet and profit and loss account laid before the company in a general meeting held in the year to which the returns relate (including every document required by law to be annexed to the balance sheet); and
- A copy, certified as aforesaid, of the report of the auditors on, and of the report of the directors accompanying each balance sheet.
- Other documents evidencing the payment of all necessary fees or dues may also be annexed.
Finally, filing an annual return is necessary as failure to do so may attract various consequences, which include the payment of the default fee as may be imposed on defaulting company and every director or officer of the company by the CAC.
Also, any post-incorporation filing at the Commission by the company in default may not be processed i.e. when a company goes to the CAC to deal with any post-incorporation matter, the commission may not give an audience to such defaulting company until the annual return of such company has been duly filed.
Furthermore, the company in default may be treated by the CAC as a defunct company and such company may be delisted from the list of the companies by the commission.
By Corporate & Commercial Law Department at Resolution Law Firm, Nigeria
Email: [email protected]