If you want to file annual return for a company, there are certain procedure you must follow. Even though an accredited agent may handle the filing for you, this article will guide you on what type of information that will be expected from you.
Firstly, you need to understand that filing of annual returns is in pursuant to Sections 417 – 424 of the Companies and Allied Matters Act (CAMA) 2020. So, without wasting time, let’s go straight to the information you need to supply when filing annual returns for a company. The process is actually simple and straight forward as there is a standard form to be filled. The main fields of the form are explained below.
| For the filing of annual returns, send WhatsApp message to 08155554892 or fill this online form |
Part 1: Company Details
All companies are expected to complete this section whether the company is a small company, private company limited by shares (other than small), company limited by guarantee or a public company. The important information that should be provided here include the company registered number and the company name (write in full, don’t abbreviate).
You will need to fill in the financial year end date with a phrase “Annual return made up to the ……..day of……(being the fourteenth day after the date of the general meeting for the year ……… Corporate Affairs Commission expects the company to deliver the annual return within 14 days of the date of the general meeting of the company. You will need to enter the date of the general meeting in the space provided.
You need to specify the principal and specific business classification of the company. In case you can’t determine the classification from the options made available, you are free to describe the objects of the company.
You will need to tick your company type among the four options made available namely (i) small company, (ii) private company limited by shares (other than small), (iii) company limited by guarantee or (iv) a public company. How do you know whether your company is a small company or not? The quick acid test among others is that, if the turnover and the net assets of the company is not more than N120,000,000 and N60,000,000, your company may be regarded as a small company. Please note that other criteria apply. Your CAC accredited agent will guide you aright in your selection.
After you are done with this, you will then provide the registered office address and the head office address of the company (if the head office location is different from the registered address). You will also need to provide the address of register of members/register of person with significant control where applicable.
Part 2: Officers of the company
Officers of the company include the Secretary and the Directors. Secretary can be a Corporate or Individual Secretary. You will provide the name, address, phone number and email address of the secretary. If it is a Corporate Secretary, you will need to provide the registered name, registered number, address, phone number and email address of the corporate body. In case there has been new appointments after the date of the annual returns, you can’t include such new appointments in the annual returns. However, you will fill another form to give a notice of the new appointment or change to officer details. The completed form will be submitted with the annual return.
After you have provided information about the company secretary, you will give detailed list of the directors of the company.
Part 3: Summary of Issued share capital and debentures
In this section, you will provide information about the class of shares of the company (e.g. Ordinary/Preference share), number of shares, aggregate nominal value, total aggregate amount unpaid (if any), the prescribed particular of rights attached to the shares, particular of indebtedness, and the list of past and present members.
In addition to the above, small companies that are not required to submit financial statements are to disclose their total turnover and total net assets for the year both in figures and words.
Companies are now mandated to disclose the details of the persons with significant control (PSC). Persons with Significant Control (PSC) are the persons directly or indirectly holding at least 5% of the shares or interest in a company or limited liability partnership. Use the form to provide the details of such person.
Authentication
After completing the form, the person authorizing the form who may be a director, secretary or any authorized officer of the company with need to put his name and description while the CAC accredited agent presenting the annual return for filing will fill the last part of the annual return form including is accredited number.
Submission of the annual return form online
The accredited agent will log into CAC portal to fill all the information above, make the necessary filing fee payment, attach necessary documents and then submit the form online. CAC will review the annual returns and approve it if satisfied. If not, the annual return will be queried. CAC usually give specific reason why an annual return is being queried. Once the issue is resolved, the accredited agent can resubmit the annual return. When approval has been given, the agent can then download the acknowledgement letter and then apply that the status of the company be made active.
Requirements for the Filing of Return of a Company
If you want to file annual return for a company, below are the requirements.
- Completed Annual Return Form for Companies. This form is now online. The accredited agent will complete the form online based on the information provided by a director, secretary or any authorized officer of the company.
- Certified Copies of Accounts: You are to upload the audited financial statements of the company. Corporate Affairs Commission expressly stated that except for companies qualifying as small companies, every annual return should be accompanied with a written copy, certified both by a director and by the secretary of the company to be true copy, of every balance sheet laid before the company in general meeting during the period to which the annual return relates and a copy of the report of the directors accompanying each such balance sheet.
- Payment of the required filing fee with penalty (where applicable). The annual return filing fee is as follows:
Applicable Fees for Filing of Annual Return for Companies
The fee to be paid for the filing of annual return of a company depends on the size and type of the company. Find below the applicable filing fees:
| Small Company | Company (Ltd/Gte) | Private Company Other Than Small | Public Company | |
| Annual Filing Fee | 5,000 | 5,000 | 5,000 | 10,000 |
| Penalty for Late Filing | 5,000 | 10,000 | 10,000 | 25,000 |
Do you want to file annual return? You can contact us.