CAMA Compliance and CAC Annual Returns: What Every Nigerian Company Director Must Know

A Nigerian company can be profitable, well-run and entirely non-compliant at the same time. Directors discover this at the worst possible moment: during a financing round, a tender submission, a due diligence exercise, or an attempted filing that the Corporate Affairs Commission simply will not accept because the company's returns are years behind.

At OAA Law, corporate housekeeping is one of the most frequent instructions we receive, and it is almost always recoverable. But it is far cheaper to maintain than to reconstruct.

What CAMA 2020 expects of directors

The Companies and Allied Matters Act 2020 codified duties that many directors still treat as advisory. A director must act in good faith and in the best interests of the company, exercise reasonable care, skill and diligence, avoid conflicts of interest, and not make secret profits. These duties are owed to the company itself, and a director who breaches them can be held personally liable.

CAMA 2020 also introduced changes that many companies have still not implemented: single-member private companies, the removal of the requirement for a company secretary in small private companies, statements of compliance, the abolition of authorised share capital in favour of issued share capital, and the disclosure of persons with significant control. Each of these changes has filing consequences.

The statutory books nobody maintains

Every company is required to keep registers and records at its registered office. In practice, this is where compliance quietly fails. A properly maintained set of statutory books includes:

• Register of members, with every allotment and transfer recorded
• Register of directors and secretaries, and register of directors' shareholdings
• Register of charges over company assets
• Register of persons with significant control
• Minute books for board and general meetings
• Copies of resolutions passed

When our law firm is instructed on a share transfer, an investment, or a governance review, the first request is for these registers. When they do not exist, the transaction stalls while the record is rebuilt from bank statements, correspondence and memory — an exercise that costs several times what maintaining the books would have cost.

Annual returns: the deadline that catches everyone

An annual return is not a tax return. It is a yearly statement to the CAC confirming the company's registered address, directors, secretary, shareholders and share capital position.

The timing is straightforward. A newly incorporated company is not required to file in its year of incorporation. Thereafter, every company must file annually, generally within 42 days of its annual general meeting, and in any event by 30 June for small private companies operating on the standard cycle. Late filing attracts penalties that accumulate per year of default, and the CAC will not process other filings — changes of directors, increases in share capital, charge registrations — while returns are outstanding.

A company that has not filed for five years is not simply late. It is invisible to lenders, closed to investors, and disqualified from most serious tenders.

What non-compliance actually costs

The penalty schedule is the smallest part of the exposure.

• Blocked filings. No director change, no allotment, no charge registration until the record is current.
• Failed due diligence. Any investor, lender or acquirer will request CAC status and statutory books early. Gaps reduce valuation or end conversations.
• Tender disqualification. Public and oil and gas sector tenders routinely require evidence of current filings and Nigerian Content compliance.
• Inactive status and eventual striking off. Persistent default can lead the Commission to treat a company as inactive and begin delisting steps, which is expensive and slow to reverse.
• Personal exposure. Directors and officers can face personal liability for certain defaults.

Getting back to compliant

Remediation follows a predictable path, and OAA Law runs it as a defined project rather than an open-ended engagement.

We begin with a CAC status search to establish exactly what has been filed and what is outstanding. We then reconstruct the corporate record — resolutions, allotments, transfers and appointments — and prepare the registers properly. Outstanding annual returns are filed in sequence with the applicable penalties, and any structural changes that were implemented in practice but never registered are regularised. Finally, we put a compliance calendar in place so the company does not fall behind again.

For clients who prefer the function handled permanently, our law firm provides retained company secretarial services: maintaining the statutory books, convening and minuting board and general meetings, drafting resolutions, filing annual returns on time, and advising the board on governance obligations as they arise.

Governance is a commercial asset

Directors sometimes treat CAMA compliance as an administrative tax on doing business. Investors read it as a signal. A company with clean registers, timely filings and properly minuted board decisions is easier to fund, easier to sell, and considerably harder to attack in a dispute.

OAA Law advises Nigerian companies on corporate governance, board and committee practice, and the full range of CAC filings, drawing on the Principal Partner's experience leading corporate services and legal functions within Nigeria's energy sector. If you are unsure of your company's current standing at the Commission, our law firm can run a status review and give you a clear, costed remediation plan.

Speak with OAA Law before the next filing deadline, not after the next transaction stalls.