Filing of annual returns in Nigeria

Filing of annual return is a requirement under the law which every private company, enterprise or incorporated trustees in Nigeria must comply with. It is something that is meant to be done at least once in a year. The filing must be done at Corporate Affairs Commission in the form prescribed by law. The filing helps the commission to know that the company is still alive and active.

As earlier stated, the filing is expected to be done every year. However, a newly established company may not file within the first 18 months of its existence. For companies that have been in existence, same should not be filed later than 42 days after the annual general meeting of the company.

The CAC forms that are usually used in the filing of annual returns depend on the type of organisation or entity that is filing. The forms are listed below

1. FORM CAC 10: Annual Return for a small company

2. FORM CAC 10 A: Annual Return for a company having shares other than a small company.

3. FORM CAC 10B: Annual Return for a company limited by guarantee.

4. FORM CAC 10C: Annual Return of exempted foreign companies.

5. FORM CAC/IT 4: Annual Return for Incorporated Trustee.

6. FORM CAC/BN/7: Annual Return for Business Name.

By virtue of Section 375( 1) (a)(b) of Companies and Allied Matters Act of Nigeria some documents are supposed to accompany the CAC forms listed above. The section provides that –

“(1) Subject to the provisions of section 377 of this Act, there shall be annexed to the annual return

( a) a written copy, certified both by a director and by the secretary of the company to be a true copy, of every balance sheet and profit and loss account laid before the company in general meeting held in the year to which the return relates (including every document required by law to be annexed to the balance sheet); and

(b) a copy, certified as aforesaid, of the report of the auditors on, and of the report of the directors accompanying, each such balance sheet.

(2) If any such balance sheet as is mentioned in subsection (1) of the section or document required by law to be annexed does not comply with the requirement of the law as in force at the date of the audit with respect to the form of balance sheets or documents aforesaid, as the case may be, there shall be made such additions to and corrections in the copy as would have been required to be made in the balance sheet or document in order to comply with the requirements, and the fact that the copy has been so amended shall be stated on it.“

Failure to file annual returns at the right time may lead to payment of default fees or CAC may delist the company on the basis that such company is not active or alive.