The Corporate Affairs Commission (“Commission”) had issued a public notice stating that from 1 January 2024, the full penalties prescribed in the Companies and Allied Matters Act, 2020 and the Companies Regulations 2021 will be enforced for late filing of annual returns. However, the Commission has extended the deadline to April 1, 2024.

The Companies and Allied Matters Act (CAMA) 2020 require all companies in Nigeria to file annual returns to the Commission every year following their incorporation. Small companies as defined under CAMA can file annual returns from the third year of incorporation.

Historically, failure to file annual returns within the timeframe attracts a flat penalty imposed on and payable by the company alone. However, CAMA provides that the penalty should be imposed against the company, every director and officer of the Company. The Commission has by the public notice indicated that it will commence enforcement of daily penalty on every director or officer as well as the company for failure to file annual returns within time.

Consequently, the boards of directors need to ensure that they update their companies’ annual returns before the deadline. It is crucial to update the annual returns not only for operational companies but for dormant companies or non-operational companies as the new penalty fee regime, if enforced, will apply to all companies.

In addition to late penalty fee, the CAMA also provides that failure to file annual returns for a consecutive period of 10 years is a ground for striking off the name of a company from the companies register. A court order is required to restore any company struck off the companies register. The Commission issued a notice dated 31 July 2023 on the striking off of over ninety thousand companies from the companies register and indicated that regulatory action will be taken against the directors and officers of affected companies to recover any outstanding penalty fees.

For more information on how we can assist you with statutory obligations under the CAMA and any CAC compliance issues, please contact businessadvisory@aluko-oyebode.com