How to Maintain Compliance with Annual Returns Under CAMA 2020
Introduction
In Nigeria, the Companies and Allied Matters Act (CAMA) 2020 is the bedrock of corporate regulation, ensuring that all registered business entities operate transparently, responsibly, and in compliance with the law. One of the most essential—and often neglected—obligations imposed by CAMA 2020 is the filing of Annual Returns with the Corporate Affairs Commission (CAC).
Annual Returns are not merely a routine paperwork exercise. They are a statutory declaration confirming that a company or business name remains active, compliant, and properly managed. Filing your Annual Returns on time keeps your company’s status “active” on the CAC database, protects your legal existence, and preserves your ability to bid for contracts, attract investors, or obtain financing.
Failure to file Annual Returns, on the other hand, exposes your business to serious consequences—ranging from penalties and loss of good standing to deregistration or striking off from the CAC register.
This comprehensive article explains everything you need to know about maintaining compliance with Annual Returns under CAMA 2020. It covers the meaning and purpose of Annual Returns, the timeline and procedure for filing, penalties for non-compliance, record-keeping requirements, and practical compliance strategies for businesses operating in Nigeria—especially in Lagos, the nation’s commercial hub. It also includes a case study, FAQs, and a professional call to action for business owners seeking legal guidance to maintain corporate compliance.
Understanding Annual Returns Under CAMA 2020
Under Section 417 of CAMA 2020, every registered company, business name, or incorporated trustee must file Annual Returns with the Corporate Affairs Commission once every year.
Annual Returns serve as a snapshot of your company’s current status—its directors, shareholders, registered address, share capital, and principal activities. The purpose is to update CAC’s public records and confirm that the business remains in operation.
Filing your Annual Returns does not mean submitting financial statements or tax records to CAC; rather, it is a legal confirmation that your company remains a going concern. However, under CAMA 2020, companies are also expected to prepare and keep proper financial records for audit and tax purposes.
Why Annual Returns Matter
Many business owners overlook Annual Returns, viewing them as unnecessary paperwork. In reality, this single compliance obligation plays a critical role in your company’s credibility and continuity.
Key reasons why Annual Returns are important include:
Legal Requirement: It is mandatory under CAMA 2020.
Proof of Active Status: It shows that your business is active and lawfully operating.
Access to Contracts and Loans: Many institutions and government agencies require proof of CAC compliance.
Investor Confidence: Investors prefer dealing with companies that maintain good corporate standing.
Avoidance of Penalties: Late filing attracts cumulative fines under CAMA 2020.
Prevention of Deregistration: Companies that fail to file for several years risk being struck off the CAC register.
Reputation Protection: A compliant company enjoys a better reputation and trust from clients, banks, and partners.
Entities Required to File Annual Returns
Under CAMA 2020, the following entities are required to file Annual Returns with CAC:
Private Limited Liability Companies (Ltd)
Public Limited Companies (Plc)
Business Names (Sole Proprietorships and Partnerships)
Limited Liability Partnerships (LLP)
Companies Limited by Guarantee
Incorporated Trustees (NGOs, Churches, Foundations, Associations)
Each category has different timelines, formats, and fees.
Timeline for Filing Annual Returns
CAMA 2020 sets strict timelines for filing Annual Returns:
For Companies:
Newly registered companies must file their first Annual Returns within 18 months of incorporation.
Subsequently, every company must file its Annual Returns not later than 42 days after its Annual General Meeting (AGM) each year.
For Business Names:
The first Annual Returns must be filed within 12 months after registration.
Every subsequent year, the return must be filed not later than June 30th.
For Incorporated Trustees:
The Annual Returns must be filed within 60 days after the annual general meeting (AGM).
Filing beyond these statutory timelines attracts financial penalties, which accumulate over time.
The Filing Process: How to File Annual Returns in Nigeria
The Corporate Affairs Commission (CAC) has fully digitized its operations, making it easier to file Annual Returns online.
Steps to file Annual Returns include:
Log in to CAC Portal: Visit www.cac.gov.ng and click on the “File Annual Returns” link.
Select Your Entity Type: Choose whether you are filing as a company, business name, or incorporated trustee.
Provide Company Details: Enter your company registration number (RC or BN number), name, and year of return.
Confirm Company Status: Verify the directors, shareholders, and registered address listed on CAC records.
Attach Required Documents: Upload your company’s Annual General Meeting (AGM) resolution or, for business names, a simple declaration of business continuity.
Pay the Statutory Fees: Make payment electronically through the CAC portal or Remita.
Download and Retain Acknowledgement Slip: Keep the CAC receipt as proof of compliance.
Required Information and Documents
Before filing your Annual Returns, ensure you have the following details ready:
CAC registration number (RC or BN number)
Business address and contact details
List of directors and shareholders
Share capital structure
Principal business activities
Annual General Meeting (AGM) date and resolution (for companies)
Statement of business continuity (for business names)
Proof of payment of Annual Returns fee
Fees for Filing Annual Returns
CAC charges vary depending on the type of entity and the number of years due.
Current CAC Annual Return Fees (as of 2025):
| Entity Type | Annual Return Fee (₦) |
|---|---|
| Business Name | ₦3,000 per year |
| Private Limited Company | ₦5,000 per year |
| Public Limited Company | ₦10,000 per year |
| Incorporated Trustees | ₦5,000 per year |
Penalty for Late Filing:
₦10,000 for the first year of default and ₦2,000 for each subsequent year for business names.
₦25,000 for companies in default, depending on how many years outstanding.
Record-Keeping Obligations Under CAMA 2020
CAMA 2020 emphasizes the need for companies to keep proper accounting and corporate records.
Every company must maintain:
Register of members, directors, and secretaries.
Minutes of meetings.
Accounting records and balance sheets.
Annual General Meeting resolutions.
Updated share registers and changes in shareholding.
Failure to maintain proper records may make it difficult to file accurate Annual Returns and could expose directors to liability.
Penalties for Non-Compliance
Under Section 425 of CAMA 2020, failure to file Annual Returns within the stipulated time attracts sanctions such as:
Late filing penalties.
Restriction from accessing CAC services.
Loss of “Active” status on CAC database.
Disqualification of directors in extreme cases.
Striking off (deregistration) from CAC register.
Once a company is struck off, it ceases to legally exist, and its name becomes available for use by others unless reinstated through a court order.
Benefits of Maintaining Compliance
Continuous legal existence.
Eligibility for government contracts and funding programs.
Avoidance of fines and sanctions.
Improved public image and investor trust.
Smooth renewal of licenses and permits.
Ease in obtaining loans and grants.
Case Study – How a Lagos Company Recovered from CAC Non-Compliance
In 2022, MegaBuild Construction Limited, based in Victoria Island, Lagos, had not filed Annual Returns for four consecutive years. The company’s directors were unaware of the requirement, assuming that paying taxes to FIRS covered all legal obligations.
When they applied for a government contract, the due diligence process revealed that the company’s CAC status was marked as “Inactive”. This nearly cost them the project worth ₦800 million.
The directors engaged Chaman Law Firm, which conducted a full compliance audit and discovered the lapses. The firm quickly:
Compiled all missing Annual Returns from 2019–2022.
Paid the necessary CAC penalties and filing fees.
Updated the company’s register of directors and shareholders.
Filed a corrective Annual Return for the current year.
Within two weeks, CAC restored the company’s status to “Active.”
The company went on to secure the government contract and, thereafter, implemented a compliance policy handled by Chaman Law Firm’s corporate team.
Lesson: Regular filing of Annual Returns is not optional—it is a legal lifeline for your company. A single oversight can delay transactions or cause reputational damage.
Best Practices for Staying Compliant
Set up annual compliance reminders for return filing.
Engage a corporate lawyer or CAC-accredited consultant.
Conduct yearly board reviews before filing.
Keep accurate corporate and financial records.
File all returns through official CAC channels only.
Retain acknowledgment receipts for future reference.
Common Mistakes Companies Make
Assuming tax filing equals CAC filing.
Using unaccredited agents.
Waiting until penalties accumulate before filing.
Failing to hold AGMs before filing returns.
Not updating director or address changes before submission.
Frequently Asked Questions (FAQ)
What is an Annual Return?
An Annual Return is a yearly statement that confirms a company’s active status, structure, and compliance under CAMA 2020.
Is it the same as filing tax returns?
No. CAC Annual Returns differ from FIRS or LIRS tax filings. One is corporate law compliance; the other is tax compliance.
How often should I file Annual Returns?
Once every year after your first year of incorporation.
Can I file Annual Returns myself?
Yes, but it is advisable to use a lawyer or CAC-accredited agent to avoid errors or penalties.
What happens if I don’t file for many years?
Your company may be marked as inactive, penalized, or struck off the CAC register.
Can a struck-off company be restored?
Yes. It requires legal representation and a court order before CAC reinstatement.
What documents are required to file Annual Returns?
You need your company registration details, list of directors/shareholders, registered address, and proof of payment.
Can I pay penalties online?
Yes. All payments are made electronically on the CAC portal.
What is the deadline for business names?
By June 30th of every year.
Does CAMA 2020 make it easier to comply?
Yes. CAMA 2020 introduced simplified online filing, reduced fees, and flexible compliance timelines.
Case Study 2 – Preventing Deregistration Through Proactive Compliance
In 2023, AquaTech Nigeria Limited, a water treatment company in Ikeja, discovered that it had been listed among the CAC defaulters due for strike-off. The company had not filed returns for three years due to administrative oversight after its accountant resigned.
Before CAC completed the strike-off list, AquaTech engaged Chaman Law Firm to manage its compliance. The firm performed a detailed corporate audit, retrieved the company’s original documents, and filed all outstanding returns online.
The lawyers also created a compliance tracker for the directors—sending quarterly reminders and ensuring all statutory meetings were documented.
Within 10 days, CAC acknowledged receipt of filings, removed the company from the defaulter’s list, and restored its “Active” status. The company later used its updated CAC certificate to apply for a ₦50 million equipment financing loan.
Lesson: Prevention is always better than cure. Proactive compliance saves money, protects reputation, and sustains operational continuity.
How Legal Practitioners Help with Annual Returns
Professional law firms like Chaman Law Firm provide comprehensive corporate secretarial services, ensuring seamless compliance with CAMA 2020. Their responsibilities include:
Preparing and filing Annual Returns.
Conducting compliance audits.
Managing CAC updates and amendments.
Filing changes in directorship, address, or share capital.
Advising on corporate governance under CAMA 2020.
Outsourcing compliance to professionals helps companies avoid missed deadlines, rejections, or deregistration risks.
Consequences of Neglecting Annual Returns
Neglecting Annual Returns goes beyond penalties. It may also:
Block your company from bidding for government or private contracts.
Prevent bank verification during account openings or loans.
Lead to delisting from tender or vendor databases.
Create obstacles during due diligence by investors or partners.
Tarnish your corporate reputation.
Corporate Governance Implications
Filing Annual Returns is a cornerstone of good corporate governance. It assures stakeholders that your business is well-managed, legally compliant, and financially transparent. Directors have a fiduciary duty under CAMA 2020 Section 305 to ensure the company complies with all statutory requirements, including Annual Returns.
Failure by directors to act diligently could amount to breach of duty, exposing them to personal liability or disqualification.
Conclusion
Maintaining compliance with Annual Returns under CAMA 2020 is not a bureaucratic burden—it is a crucial pillar of business legitimacy and longevity. Every registered business in Nigeria, from sole proprietorships to multinational corporations, must adhere strictly to this statutory requirement.
Filing Annual Returns keeps your business legally alive, demonstrates integrity, and opens doors to new opportunities—from contracts to financing and partnerships. On the other hand, failure to comply invites penalties, reputational damage, and potential deregistration.
If you are uncertain about your company’s compliance status or have missed past filings, now is the time to act. Engage a professional law firm to review your records, file your outstanding returns, and set up an annual compliance system that ensures you never miss another deadline.
Call to Action
At Chaman Law Firm, we help individuals and corporate organizations stay fully compliant with CAMA 2020. Our legal team specializes in Annual Returns filing, CAC updates, and corporate governance advisory.
✅ Our Services Include:
Annual Returns filing and compliance review
Restoration of inactive or struck-off companies
CAC amendments (change of directors, address, or share capital)
Corporate governance advisory under CAMA 2020
Ongoing company secretarial services
📞 0806 555 3671, 08096888818, 08024200080
📍 Chaman Law Firm 115, Obafemi Awolowo Way Allen Junction, Beside Lagos Airport Hotel, Ikeja, Lagos
👉 Book a consultation now: www.chamanlawfirm.com/book-consultation
Protect your business. Stay compliant.
Contact Chaman Law Firm today to file your Annual Returns, regularize your CAC records, and ensure your company remains legally active under CAMA 2020.