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According to section 417 (1) of CAMA 2020 as amended, every company shall, once at least every year, make and deliver to the Commission (CAC) an annual return in the form, and containing the matters specified in sections 418, 419 or 420 as may be applicable; provided that a company need not make a return under this section either in the year of its incorporation or, if it is not required by section 237 to hold an annual general meeting during the following year, in that year.  

What then is an annual return? An annual return is a mandatory requirement every enterprise, private limited company, or incorporated trustee in Nigeria must fulfill at least once 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 2020 as amended). A very vital importance is that filing of the annual returns by a company helps to simply keep the CAC abreast that such a company is still actively in business or otherwise.  

When Should a Company File Annual Returns?
According to section 421 (1), the annual returns shall be completed, signed by a director and the secretary, and delivered to the Commission not later than 42 days after the annual general meeting for the year, whether or not that meeting is the first or only general meeting of the company in that year, but the company may apply to the Commission for extension of time within which to file its annual return for any given calendar year. In other words, the annual return is due no later than 42 days after its Annual General Meeting, while new companies may not file returns within the first 18 months of its incorporation.  

Why Do You Have To File an Annual Return?
– It saves time and money, especially in an urgent need to obtain CTC of an incorporation document, there could be delays in the process where annual returns filing is not up to date and the penalty for late filing is usually more expensive.
– An up-to-date annual return filing is usually one of the requirements for some contract bids in public or private and government establishments.
– Helps to portray your company as a reputable organization in times of due diligence checks. Banks and Business Investors usually conduct due diligence checks with CAC to investigate the status of companies they intend to do business with. If CAC has no information on the current status of the company, it will be unable to positively respond to requests or offer useful information.  

Requirements for filing annual returns with the CAC
Requirements to file Annual Returns include:
– CAC registration documents
– Details of the directors, secretary, and shareholders (address, phone number, email, and valid ID card).  

Finally, section 425 (1) states that, if a company required to comply with any of the provisions of sections 417-423 fails to do so, the company and every director or officer of the company are liable to a penalty as may be prescribed by the Commission. Sub-section (2) went further to state that, for the purposes of subsection (1), “officer” includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act. In this same vein, sub-section (3), categorically states that failure to file annual returns for a consecutive period of 10 years is a ground for striking the name of a company off the company’s register.