Friday, 17 August 2018

POST-INCORPORATION FILINGS WITH CAC

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Our last article looked at some of the other mandatory registrations after a company’s incorporation. This article focuses on some other requirements that must be carried out by a business with the Corporate Affairs Commission (CAC) after incorporation/registration:

A. ANNUAL RETURNS

This is a yearly 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 businesses, companies, and incorporated trusteeship submit their annual returns yearly to the CAC. The reason for this is to enable the Commission keep records of the company/business and confirm it is still in operation and will not be dormant in the nearest future. CAC is empowered to strike off names from the Register of Companies where it reasonably believes that the company is no more in operation.

The Company and Allied Matters Act (CAMA) mandates that all businesses, companies, and incorporated trusteeship should submit their annual returns for filing within a prescribed period of time.

i. Annual Returns for Incorporated Companies

The first annual returns of an incorporated company to be filed must be submitted 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 Annual General Meetings.

A duly filled annual returns form signed by a director and the company secretary should be forwarded to the Commission for filing with a copy of the company’s financial and audit report for the year and all applicable fees paid.

Failure to file annual returns currently attracts a penalty for each year not filed of N3,000 for small private companies with share capitals of less than N2million, N5,000 for larger private companies with share capitals of more than N2million, N10,000 for public companies and N5,000 for companies limited by guarantee.

ii. Annual Returns for Registered Business Names

For registered partnerships, business ventures and all other types of registered business names, annual returns need not be submitted for the first year after registration of the business.  For subsequent years the business is in existence, annual returns must be submitted for filing and applicable fees paid not later than the 30th day of June of each year.

Failure of a registered business to file its annual returns attracts a penalty of N2,500 for each year not filed.

iii. Annual Returns for Incorporated Trustees

Filing of annual returns with the CAC for incorporate trustees must be between the 30th of June and the 31st of December each year other than the year in which it is incorporated.

The names, addresses and occupations of the trustees and members of the governing body, particulars of any land held by the trusteeship during the year and any changes which have taken place in the constitution of the trusteeship during the preceding year are matters contained in these kinds of annual reports.

Failure to file annual returns attracts a penalty of N5000 for each year not filed.

Payment of annual duties within the period prescribed by the law will keep the company or registered entity from being delisted and prevent the payment of penalties for late filing of annual returns.

B. SIGNIFICANT CHANGES IN THE BUSINESS

It is rare that a company remains in the exact position that it was as at the time of its incorporation. Many changes occur in a company’s business structure that CAC must be given notice of, such as:
  1. Increase or decrease in the share capital of an incorporated company;
  2. Changes in the shareholding structure of the company;
  3. Change of the company or businesses registered address;
  4. Change of company officials such as the board of directors or company secretary of an incorporated company, change in proprietorship in a registered business name, change of trustees in incorporated trustees, etc;
  5. Change of name of the company, business or trusteeship;
  6. Notice of mergers/acquisitions;
  7. Notice of winding up of companies, cessation of business or dissolution of incorporated trustees; etc.

It is mandatory to file a notice of any of these and other changes with the CAC for record purposes and in compliance with the provisions of CAMA.

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