Company filings rarely get attention until something goes wrong, and the consequences of missing them have become more serious. A missed annual return can lead to penalties and, increasingly, to the company being struck off the register, since CAC has been removing companies that do not file in large batches. It struck off more than 400,000 companies in 2025, and in July 2026 it gave a further 100,000 companies 90 days to bring their annual returns and significant control records up to date.
The solution is straightforward to describe. The company needs a calendar that reflects its actual legal position, with an owner for each deadline and proof that each filing was accepted. An accountant or company secretary can do much of the work, but the directors remain responsible, so they should be able to see at any time what has been done and what is outstanding.
Know which rules apply to your company
The starting point is the company's legal form and its current status on the CAC register. Some obligations depend on whether the company is a small company or has a single shareholder, so the company should record which category it falls into and why, and check that position again whenever the business grows or the shareholders change.
CAMA, together with its later amendments, sets the rules on statutory registers, meetings, accounts and decision‑making. The company should establish which meetings and accounts it must have and when a written resolution is enough, bearing in mind that small companies and single‑member companies have lighter rules on general meetings but still need to record their decisions properly.
The current articles and the shareholders' agreement should be kept together, so that whoever prepares a decision can see when investor consent is needed, since a board resolution does not replace a consent an investor is entitled to give.
Annual obligations
Each return has its own deadline. Section 421 of CAMA requires a company that holds an annual general meeting to file its annual return within 42 days after that meeting, and single‑member and small companies that do not hold an AGM still have to file annual returns, so the correct date for the company should be confirmed and put in the calendar. CAC returns should be tracked separately from tax returns, with evidence of acceptance kept for each authority.
If filings for earlier years were missed, each outstanding year should be listed and filed in order. A company that has stopped trading still has to file until it is formally wound up or struck off, so if the business has stopped, the founders should decide whether to keep the company or close it properly.
Filings are made through CAC's current registration portal, which also publishes notices about its processes and any outages. If the portal fails during a filing, the company should keep the submission reference or a screenshot of the error and follow up until the filing has been accepted and the company's status has been updated.
File changes when they happen
A new director, a change of registered office, a share issue or a share transfer each needs its own filing and an update to the relevant register, and whoever approves the transaction should also decide who will make the filing and by when.
Persons with significant control are subject to their own rules. Under section 119 of CAMA, a person who acquires significant control must notify the company in writing within seven days, and the company must then notify CAC within one month. The control tests should be checked carefully, including control held through another company or a nominee, and the position should be reviewed after every round or other change in ownership.
If the company gives security over its assets, the charge should be registered at CAC within 90 days of its creation, and a charge over movable assets may also need to be registered on the National Collateral Registry. These registrations should be built into the financing timetable, and I explain the approvals that come before them in who is allowed to sign for the company.
Tax and payroll
The Nigeria Tax Act 2025 and the related laws in force since January 2026 have changed the tax calendar for many startups, and the Federal Inland Revenue Service is now the Nigeria Revenue Service. A small company with turnover of ₦100 million or less and fixed assets below ₦250 million pays 0% company income tax, but it must still register and file returns, while larger companies pay 30% plus the 4% development levy. Every company also needs a tax identification number, which banks now check.
Monthly obligations usually include VAT returns and the payment of withholding tax deducted from suppliers, as well as PAYE for staff and pension contributions to each employee's pension fund administrator. The amounts deducted from staff pay should be reconciled with what the pension administrators and tax authorities actually received, and any difference should be investigated.
Where staff work abroad or the business operates in another country, the obligations in that country also need to be checked, including local registration and employment rules, and the answer will depend on where the work and management actually take place.
Licences and data protection
Regulated businesses usually have licence conditions that require regular reports and prior approval for changes in ownership or senior management. Those conditions should be checked before a fundraise or a senior appointment, with time for the regulator's approval built into the timetable, and the licence reporting calendar should sit alongside the company filings, since regulators ask for different information on different dates.
Data protection has its own calendar as well. Under the Nigeria Data Protection Act and the NDPC's GAID 2025, which has applied since September 2025, companies classed as data controllers or processors of major importance must register with the NDPC and file annual compliance audit returns. I explain how to work out whether this applies in handling personal data from the first product, and any resulting deadline should go into the same calendar with a named owner.
Keep evidence and responsibility together
Each recurring obligation should have an owner and a reviewer, and the company should keep the accepted filings and payment receipts in one agreed place. It also helps to be specific about what the accountant or company secretary has been engaged to do, because preparing accounts and filing annual returns are separate tasks, and I often find that founders assume one includes the other. Before anyone with access to the filing portals leaves, their login details should be handed over.
Overdue items should be reported to the board with their consequences and a plan for dealing with them. Keeping the registers and records up to date during the year means that each return can be prepared from documents that already exist.
This article is general information and not legal advice. For guidance on your specific circumstances, speak with us directly.