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In Nigeria, for a company to attain legal status, it must be incorporated. Incorporation refers to the registration of a limited company, business name or incorporated trustees with the statutory body legally empowered to do same. In Nigeria, this statutory body is the Corporate Affairs Commission (CAC) created by statute called CAMA (Companies and Allied Matters Act 1990). It should be noted that registration of a company may either be done personally by individual or a group of people seeking to register their businesses or by those accredited with the Commission (CAC). A Chartered Secretary, Chartered Accountant or a Lawyer can be an accredited agent.
A registered company’s duties and obligations do not cease upon incorporation. To this effect, a company has the following post-incorporation duties:
This is a yearly financial statement that gives a view of the company’s performance for the year and its financial position. It is statutorily required that all duly registered business names, limited companies, and incorporated trustees submit their annual returns yearly to the CAC. This allows the Commission (CAC) keeps record of the company/business and confirms it is still in operation and a going concern. The CAMA mandates all businesses, companies and incorporated trustees to submit their annual returns for filing within a prescribed period of time.
In order to enhance the status of a business carried on under a business name, provisions are made for disclosure of its affairs. Section 670 provides that every firm, company or individual carrying ion business under a registered business name shall not later than the 30th day of June in each year, except the calendar year in which the business name is registered, deliver to the Commission a return in the prescribed form showing the following:
The returns shall be signed, in the case of an individual or firm consisting only of individuals, by the individuals; and in the case of a company or a partner who is a company, by a director and the secretary.
Note: Failure of a registered business to file its annual returns attracts a penalty of N2,500 additional fees for each year not filed and if these persist for a longer period then the business name will be removed by the Commission from its register.
Every company must, at least once in every year, make and deliver to the Commission an annual return in the form, but a company need not make a return either in the year of its incorporation, until 18 months after the company’s incorporation and within 42 days after the first Annual General Meeting for the year. Subsequent annual returns must be filed yearly also within 42 days after the company’s AGM.
Except in the case of unlimited companies exempted under section 377 (1), and of small companies, every company must attach the following documents to its annual returns:
Some additional requirements for private companies:
In addition to the documents required to be delivered by a private company, a small company must also deliver to the Commission a certificate signed by a director and the secretary stating:
Failure or default in filing annual returns
The trustees of the corporation are required to deliver to the Commission an annual return showing the particulars of the corporation specified in section 607 (1). The return must be submitted not earlier than 30th June or later than 31st December of each year, but no return is required for the year in which the trustees are incorporated.
The return must show, inter alia, the name of the corporation, the names, addresses and the occupations of the trustees, and members of the council or governing body, particulars of any land held by the corporation during the year, and of any change which has taken place in the constitution during the preceding year.
Failure to file annual returns attracts a penalty of N5000 for each year not filed.
A company/legal entity continues to grow; hence, there may be significant changes in the company’s structure of which the Commission must be notified.
Requirements for change of company name shall include the following –
Requirements for alteration of memorandum and articles of association of a company shall include the following –
Requirements for filing of notice of increase in authorised share capital shall include the following –
Requirements for filing of notice of change in directorship of a company shall include the following –
Requirements for filing of notice of appointment/change of secretary shall include the following –
Requirements for filing return of allotment of shares shall include the following –(a) Special resolution signed by two directors of the company-
Requirements for filing of notice of change in registered office address shall include the following –
Requirements for search on a company file shall include the following –
Requirements for certified true copies (CTC) of filed documents shall include the following –
Requirements for certified true copies of certificate of incorporation of a company shall include the following –
Requirements for registration of notice of merger shall include the following –
Gomez Corporate Consult LTD is an all encompassing corporate firm with seasoned legal practitioners & chartered secretaries with in-depth knowledge and experiences in the Nigerian corporate system.
For all corporate post-incorporation applications & filings, contact us via 08107804290 or 0812794272, mail firstname.lastname@example.org and our professionals will be there to assist you.