10 Statutory Filing Corporate Firms in Nigeria Must Know

All companies in Nigeria, either private or public are regulated by the Companies & Allied Matters Act (CAMA). The CAMA regulates and supervises the formation, registration, and incorporation of all companies and businesses in Nigeria.

Unlimited companies, business registration, incorporated trustees, and the general affairs of businesses and companies in Nigeria, are all regulated by the CAMA LFN 2004. Under this Act, there are statutory filings that all business owners, whether foreign or local must know and follow. These filings are usually done by a business or corporate lawyer or law firm on behalf of the company in order to avoid defaulting and ensure compliance with the corporate law in Nigeria.

The following statutory filings are mandated for all business entities and must be done through corporate lawyers, directors, company secretaries, or external solicitors at the Commission.

Important Statutory Returns & Filings

1. Annual Returns (42 days)
2. Return of Allotments (1 month)
3. Returns on Alteration of Share Capital (1 month)
4. Notice of Change of Directors and Secretaries (14 days)
5. Registration of Charges (90 days)
6. Notice of Increase in Share Capital (15 days)
7. Filling of Special Resolution (15 days)
8. Returns of Auditors s. 357,362 (2) (14 days)
9. Court orders s. 46(9) s. 53 (3) s. 90(4) (14 days)
10. Statement By Banks, Insurance, Companies. (Applicable only to banks and insurance companies & other financial institutions)

Annual Returns 

It is mandatory for every business or corporate organization to fill an annual return by the end of every fiscal year of the company within 42 days. Every business owner must know and follow this, in order to avoid legal issues. According to section 371 and 373 of CAMA LFN 2004, every company must deliver an annual return to the Corporate Affairs Commission at least once in a single year. Any company or business who defaults in the payment of the annual return shall be guilty of an offense by law and liable to pay a fine.

Return of Allotments

 In Section 129 of CAMA 2004, all registered companies in Nigeria that are limited by shares or has any allotment of shares must deliver the agreed allotment of shares to the Corporate Affairs Commission within one (1) month. After incorporation, the return of allotment of shares form needs to be filled if you want to allot shares at any point in time.

Procedure of Allotment

In filling for return of allotment, a written application must first be submitted to the company by the person(s) who wish to purchase shares from the company, indicating the number of shares.

The company can then accept the application, and make an allotment to the applicant. Within 42 days after allotment, the company is required to notify the applicant of the allotment and the number of shares allotted to him/her. At any time before allotment, the applicant has the right to withdraw his/ her application to the company through a written notice.

In the case where the company does not notify an applicant within the stipulated 42 days, there will be no binding contract for the applicant to take shares in the company, and the applicant can revoke an offer for shares before the fact of allotment is notified to him/her.

After the allotment of shares, the name of the shareholder must be indicated on the company’s register of members within 28 days else the shareholder would be denied membership rights by law. The allotting company must comply with the statutory filing of the return of allotment at the Corporate Affairs Commission (CAC). Failure to register the return of allotment within one month of an allotment will yield a penalty fee of N5,000 for late filing.

Returns on Alteration of Share Capital

Another statutory filing every corporate organization in Nigeria must know is the return on alteration of share capital. In the case where a company has divided its share capital into a higher amount of shares, converted stocks to shares (or vice versa), canceled any shares, subdivided shares, or had a reduction in its share capital, the company must give notice to the Corporate Affairs Commission within one month, specifying the alteration of shares capital in the company. According to section 105 of the CAMA, failure to notify the CAC within a month will subject every officer of the defaulting company to a daily fine for each day of non-compliance.

Notice of Change of Directors and Secretaries – Section 292(4)

Every company must also know that it is mandatory to send or register with the Corporate Affairs Commission within 14 days of a change of director or secretary. A prescribed form that carries the particulars of the specified director or secretary in the register and a notification in the prescribed form in lieu of the change in Directors or Secretaries, as well as the date of its change must be sent to CAC. Any company that defaults in sending this notice in due time will be found guilty of an offense by law, and liable to a fine.

Returns of Auditors – Section 357,362 (2) 

According to section 357 and 362 of CAMA, every company must appoint auditors to prepare financial statements of the company at each annual general meeting, and auditors must hold office till the conclusion of the next annual general meeting. Failure to comply with this and give notice to the Commission, as required, will result in a daily fine to the business owner until the day of compliance.

Filing of Special Resolution – Section 237

According to section 237 of CAMA, every business or organization must register copies of special resolution within 15 days after such resolutions or agreements are made. The special resolution must be documented and forwarded to the commission. A default on this will subject the officers of the company to a daily fine according to the law until compliance is made.

Registration of Charges Section 197

Another statutory filing that every company must know is the registration of charges. There is a 90-day time limit given to every company to register certain charges with the Corporate Affairs Commission (CAC). These charges include:

1. The uncalled share capital of the company charge
2. Securing issues debentures
3. Land use charge
4. Bill of sale charge (where necessary)
5. Company book debt charge
6. Company floating charge
7. Charge on unpaid calls
8. Ship, aircraft, or share in the ship charges
9. Patent, license, or copyright charge

Where the above registration and filing is not done within the stipulated time, the company will be sanctioned according to section 197 of CAMA.

Statutory Report – Section 211 (6)

Corporate firms in Nigeria should also know that all statutory reports must be filed by the company’s secretary. This is stated in section 211(6) of the CAMA. Directors of the company must ensure that a copy of such a statutory report is sent to members of the company and delivered to the Commission in due time. Failure to comply with this will subject the company to a fine for each day of default.

 Court Orders- Section 46(9)

According to Section 252 of the 1999 Constitution as well as Section 46 (9) of the Companies & Allied Matters Act (CAMA) LFN, 2004, the filling of such court orders along with other requirements of the Commission must be done within 14 days. Failure to comply with court orders or file the statutory documents will attract a penalty and fine on the company.

Statement by Banks, Insurance, Companies- Section 553

All banks, insurance companies, large scale companies, and financial institutions are required according to Section 553 of the CAMA, to publish a statement after the commencement of business on the first Monday in February and first Tuesday in August every business year. The statement must be submitted to the Corporate Affairs Commission every year.

A copy of this statement must also be put in the company’s office, as well as every branch office the company carries out its business. Shareholders, investors, or stakeholders of such companies are also entitled to a copy of this statement. Failure to comply with the submission and publishing of the company’s statement will attract the Company to a fine and sanction by the Commission.

Conclusion

Every corporate firm in Nigeria should know and abide by these statutory filings in order to avoid sanctions by the law such as fines, delisting of the company from the commission, revocation of certificate, and other penalties according to the Companies & Allied Matters Act (CAMA) LFN, 2004. These statutory filings include; Annual Returns, Return of Allotments, Returns on Alteration of Share Capital, Notice of Change of Directors and Secretaries, Registration of Charges, Notice of Increase in Share Capital, Filling of Special Resolution, Returns of Auditors, Court orders, and Statement By Banks, Insurance, Companies.  

Every corporate firm is strongly advised to have efficient and competent lawyers to advise the company on the necessary things to do as a corporate organization in order to avoid legal issues or closure of the company. Compliance with the above 10 statutory filings for corporate organizations is compulsory and must be adhered to. Robert Inoma & Co. is a law firm with professional lawyers with decades of experience in corporate law, immigration, and intellectual property rights such as trademark, patent, and design. Contact us today.