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OVERVIEW OF POST-INCORPORATION COMPLIANCE AND FILINGS IN NIGERIA

The Companies and Allied Matters Act 2020 (CAMA) is the primary law regulating corporate activities in Nigeria. It outlines the requirements for compliance both before and during business operations. Companies must first meet the incorporation requirements set by the Corporate Affairs Commission (CAC) to begin operations.

Once incorporated, the company must fulfill several post-incorporation obligations to remain in good standing with the CAC and other regulatory bodies. These obligations ensure the company maintains compliance, is financially transparent, and operates seamlessly. However, many business owners are often unsure of the next steps after incorporation. Some are unaware of the need to file annual returns or how to properly handle tax registrations and payments.

This article provides businesses with valuable insights into post-incorporation obligations related to the CAC for all new and existing companies registered under the Companies and Allied Matters Act (CAMA). It outlines these obligations in accordance with the provisions of CAMA to ensure compliance.

Post-Incorporation Compliance and Filings Every Company Should Know in Nigeria

Companies need to be aware of several post-incorporation requirements. In this article, we’ve highlighted some key obligations to be fulfilled. In no particular order, let us examine some of them below.

  • Name Publication

Upon incorporation, it is mandatory to display your company name and registration number prominently at the entrance of every office or location where your business operates. The information must be written in legible characters and placed conspicuously to ensure visibility. This requirement promotes transparency and helps identify the business as a duly registered entity in compliance with Section 729 (1) of CAMA.

  • Filing of Alterations

Any changes made to a company’s structure or operations must be promptly registered with CAC to ensure that the company’s records remain accurate and up-to-date. These modifications may include, change of directors or company secretary, increase or reduction in share capital, or Changes in shareholding or ownership structure, etc.

Failure to register these changes with the CAC within the prescribed timelines can result in penalties and may affect the company’s legal standing. 

  • Keeping of Statutory Books

The statutory book requirements for companies depend on whether they are private or public. Both must maintain minutes of meetings and a register of directors and secretaries. Private companies need a register of members, while public companies must also keep an index of members. Additionally, both types must maintain a register of shareholdings to track ownership changes. These records ensure compliance with the Companies and Allied Matters Act (CAMA) and support proper governance.

  • Filing of Annual Returns

Every registered company in Nigeria must file Annual Returns with the CAC to confirm that the company remains active and operational. Private companies are required to file not later than forty-two (42) days after the anniversary of incorporation each year. While public companies must file not later than six (6) months after their financial year-end. Late filings attract penalties and may lead to deregistration if neglected over time.

  • Financial Statements and Tax Compliance

Companies must comply with tax laws and financial reporting requirements by filing Audited Financial Statements with the CAC (for public or large companies), obtaining a Tax Identification Number (TIN), and registering for VAT and Withholding Tax (WHT), if applicable. Filing Tax Returns: Submitting Company Income Tax (CIT) annually and VAT/WHT monthly returns where required. Non-compliance may result in fines and interest on unpaid taxes.

  • Holding Annual General Meetings

Under Section 237 of CAMA, a company must hold a meeting of its directors, shareholders, and members within 18 months of incorporation to address matters reserved for such meetings. During this meeting, participants may discuss business matters, pass resolutions, appoint new directors or auditors, and handle other relevant issues.

Except for small companies or those with a single shareholder, all companies in Nigeria must hold an Annual General Meeting (AGM) every year, in addition to any other meetings. The notice convening the meeting must clearly state that it is an AGM. Subsequent AGMs must be held no later than fifteen (15) months after the previous one.

Conclusion

In conclusion, post-incorporation filings are more than just legal obligations. They are essential for fostering transparency, compliance, and long-term sustainability for businesses in Nigeria. Meeting these requirements on time helps companies avoid legal issues like fines, penalties, or even deregistration by regulatory bodies. 

Companies must stay proactive by scheduling regular audits, ensuring timely submissions, and maintaining proper governance practices. For further inquiries or assistance on corporate obligations, feel free to reach out to Resolution law firm for assistance.