CAC Annual Returns — What to File, When, and What Happens If You Slip
Three time windows determine the entire annual-returns picture. Forty-two days from the AGM under Section 421 of CAMA 2020 for companies. The end of June each year under Section 822 for business names. Ten years of missed filings under Section 692 before the entity sits on the striking-off shortlist.
The three time windows that determine annual-returns reality
CAC annual returns sit on three time windows. The whole compliance picture — when to file, what happens on the first miss, what happens after a long stretch of missing — reads cleanly once these three are in mind.
| Document | Details |
|---|---|
| 42 days from the AGM (Section 421 of CAMA 2020) — companies | Every Nigerian company (private, public, limited by guarantee, unlimited) must file its annual return with CAC not later than 42 days after the AGM. The AGM itself must be held within 18 months of incorporation for the first AGM and at intervals of not more than 15 months thereafter. A small company that does not hold an AGM files by the end of its financial year. The first annual return is not due in the year of incorporation; it comes due the year after. |
| 30 June each year (Section 822 of CAMA 2020) — business names | Every business name registered under Part C of CAMA 2020 must file its annual return on Form CAC/BN 06 on or before 30 June each year, with the exception of the year of registration. The return is a confirmation of continuing operation: the business name, the registered address, the proprietor or partners, and a financial summary for the preceding calendar year (1 January to 31 December). |
| 10 consecutive years of missed returns (Section 692) — the striking-off threshold | Section 692 of CAMA 2020 empowers CAC to strike off the register the name of any company that has not filed annual returns for a consecutive period of 10 years, where the Commission has reasonable cause to believe the entity is no longer carrying on business. Both the 2024 and 2025 striking-off exercises targeted entities at the ten-year mark, with a ninety-day grace-period notice published on the CAC website. A single missed return flips the entity to Inactive immediately; the striking-off risk builds over a much longer window. |
The three windows operate together. The 42-day or 30-June deadline is the inside-the-year discipline that keeps the entity Active. The ten-year window is the outside-the-decade risk that determines whether the entity stays on the register at all. The first miss does not start the ten-year clock from zero; it starts the daily late-filing penalty meter and flips the public-facing status to Inactive.
By entity type — the per-type filing picture
The deadline stack above is universal. The specifics — which form, what attachments, which fee — vary by entity type.
Business name (Part C)
Form CAC/BN 06. Filed under Section 822 of CAMA 2020 on or before 30 June each year except the year of registration. No audited accounts requirement; a simple financial summary for 1 January to 31 December of the preceding year is sufficient. Annual returns fee ₦5,000 per year. The DIY route at the post-incorporation portal is the typical path for sole proprietorships and small partnerships.
Small private company (Part A)
Form CAC 10A. Filed under Section 421 of CAMA 2020. A small company is defined under CAMA 2020 as a private company with revenue not exceeding ₦120 million and net assets not exceeding ₦60 million, with no foreign or governmental members. Small companies are not required to hold an AGM and file by the end of the financial year. Annual returns fee ₦5,000 per year. Audited accounts are not required; a directors' summary plus the statement of financial position is the standing requirement.
Private company other than small (Part A)
Form CAC 10A. Filed within 42 days of the AGM. Audited accounts are required (prepared by an ICAN or ANAN chartered accountant). The annual returns fee is tiered by share capital under the CAC New Schedule of Fees gazetted 29 May 2025: ₦10,000 at ₦100,000 to ₦100,000,000 share capital; ₦100,000 at above ₦100,000,000 to ₦500,000,000; ₦150,000 at above ₦500,000,000 to ₦1,000,000,000; ₦200,000 above ₦1,000,000,000.
Public company (Part A)
Form CAC 10A with the public-company schedules. Filed within 42 days of the AGM. Audited accounts mandatory. Annual returns fee tiered as for non-small private companies, with the higher tiers more commonly engaged given the typical share-capital levels of public companies.
Company limited by guarantee (Part A)
Form CAC 10A with the CLG schedule. Filed within 42 days of the AGM. No share capital, so the lower-tier figure (typically ₦10,000) applies. The CLG's continuing compliance with the Attorney-General of the Federation's original consent conditions is reviewed as part of the annual-returns cycle.
Incorporated trustees (Part F)
Form CAC/IT 4. Filed under Part F provisions of CAMA 2020. Annual returns fee ₦5,000. The financial statement attached covers the trustees' financial activity for the preceding year; for NGOs and religious organisations the statement names the sources of funding and the application of funds.
The single most useful instruction across all types is to file the return in the year it is due, not in the year a counterparty next asks for a Status Report. The cost of staying current is materially less than the cost of catching up from an Inactive state, and far less than the cost of relisting a struck-off entity.
Step-by-step — filing through the post-incorporation portal
The DIY route at the post-incorporation portal is the standard path. The walkthrough below assumes the entity is already linked to your iCRP account; if it is not, see how to download your CAC certificate for the entity-linking flow.
- 1Open the post-incorporation portal and sign in
- 2Open the entity's dashboard and select Annual Returns
- 3Complete the form
- 4Pay the statutory fee plus any late penalty
- 5Submit and track to reconciliation
- 6Download the filing acknowledgement
Annual returns can also be filed through an accredited agent; the agent runs the same flow on the entity's behalf and invoices the agent service fee on top of the CAC statutory line. Both routes are legitimate. The choice is operational — a small business name with simple records often runs the DIY route as a yearly habit; a public company with audited accounts often has the accountant who prepared the accounts file the return as part of the same engagement.
Late filing — what the penalty meter actually does
The late-filing penalty accrues by the day, not by the month. The one-off penalty applies once on the first day of default; the daily penalty applies for every day from the deadline until the filing clears.
The figures from the CAC New Schedule of Fees gazetted 29 May 2025:
| Document | Details |
|---|---|
| Small company and limited partnership | One-off penalty ₦1,000 plus ₦100 daily. A return that is 60 days late: ₦1,000 + (60 × ₦100) = ₦7,000 in penalty on top of the ₦5,000 statutory fee. A return that is 365 days late: ₦1,000 + ₦36,500 = ₦37,500 in penalty on top of the underlying fee. |
| Private company other than small, company limited by guarantee, and LLP | One-off ₦2,000 plus ₦200 daily. 60 days late: ₦2,000 + ₦12,000 = ₦14,000 in penalty. 365 days late: ₦2,000 + ₦73,000 = ₦75,000 in penalty on top of the tiered statutory fee. |
| Public company | One-off ₦5,000 plus ₦500 daily. 60 days late: ₦5,000 + ₦30,000 = ₦35,000 in penalty. 365 days late: ₦5,000 + ₦182,500 = ₦187,500 in penalty on top of the tiered statutory fee. |
| Business name | One-off ₦5,000 plus ₦100 daily. 60 days late: ₦5,000 + ₦6,000 = ₦11,000 in penalty on top of the ₦5,000 statutory fee. 365 days late: ₦5,000 + ₦36,500 = ₦41,500 in penalty. |
| Incorporated trustees | One-off ₦10,000 plus ₦200 daily. 60 days late: ₦10,000 + ₦12,000 = ₦22,000 in penalty. 365 days late: ₦10,000 + ₦73,000 = ₦83,000 in penalty on top of the ₦5,000 statutory fee. |
The figures multiply per year of arrears for a multi-year catch-up. An entity with three years of unfiled small-company returns at the point of filing pays three years of statutory fees (₦15,000) plus three years of accumulated daily penalties, where each year's penalty meter ran from its respective deadline until today. The catch-up arithmetic is the strongest argument for filing on time.
The penalty is in addition to the underlying annual-returns fee, not in place of it.
From Inactive to dormant to struck-off — the long arc
The status arc has three stages, and the route back to active service depends on which stage the entity has reached.
Inactive — the first missed return
The status label flips from Active to Inactive at the public search and at the iCRP authenticated dashboard at the first missed return. The entity remains a legal person. The path back to active service is straightforward: file the outstanding return through the post-incorporation portal, pay the statutory fee plus the daily-default penalty for the period of the delay, and the status flips back to Active within one to three working days of CAC reconciliation. The longer the delay the heavier the penalty, but the routing is unchanged.
Dormant — the long stretch toward striking-off candidacy
Entities that have not filed for a long stretch sit informally as dormant — still on the register, still legally extant, but on the path toward Section 692 striking off. The 2024 and 2025 CAC striking-off exercises targeted entities at or beyond the ten-year mark. An entity in this stretch can still restore active service through the same filing route; the penalty arithmetic is heavier because the meter has been running for years, but the procedural step is the same as for a single-year miss. Filing within the ninety-day notice period published by CAC is the safe action.
Struck off — removal from the register
Once CAC has formally struck the entity off the register under Section 692 (4) of CAMA 2020, filing outstanding returns alone does not bring the entity back. The route is restoration through the Federal High Court under Section 693 of CAMA 2020. The application names CAC as the respondent and is supported by an affidavit explaining the failure to file and the entity's intention to continue trading. All outstanding annual returns and the accrued penalty must be paid as a condition of restoration. Once the court orders restoration, CAC reinstates the entity's name on the register and the active status returns.
The cost of restoration through the Federal High Court — court fees, legal fees for the affidavit and application, the standing penalty arithmetic — materially exceeds the cost of staying current. Restoring a struck-off entity is the heaviest route in the annual-returns picture; it is the route to avoid by filing on time.
What being current actually means for the business
Annual returns compliance is not a paperwork task; it is an operational status that determines what the business can do at the counterparty side.
- Banking — corporate accounts. Banks check CAC status before opening a new corporate account, before approving a Tier 3 cash-limit upgrade, before extending a corporate facility, and at periodic KYC refreshes. An Inactive label triggers the bank's compliance desk to request a fresh Status Report after the outstanding returns clear. See {"value":"The Central Bank of Nigeria operates a three-tier KYC framework for individual bank accounts and wallets. Tier 1 (low-KYC) requires either a BVN or a NIN (per the CBN circular of 1 December 2023), with typical limits of ₦50,000 single transaction, ₦300,000 maximum balance, and a daily debit cap commonly cited at ₦50,000 — figures vary slightly by bank and tier-1 product. Tier 2 (intermediate) requires both BVN and NIN linkage plus a valid means of identification, with typical limits of ₦200,000 daily and ₦500,000 maximum balance. Tier 3 (full) requires BVN, NIN, valid ID, and a verified residential address, and has no statutory transaction cap (banks set their own internal limits). From 1 March 2024 the CBN mandated BVN and NIN compliance for all individual Tier-2 and Tier-3 accounts under the threat of post-deadline account freezing.","lastVerified":"2026-05-22","source":"CBN tiered KYC framework (cbn.gov.ng/Out/2013/CCD/3%20TIERED%20KYC%20REQUIREMENTS.PDF) and CBN 2023 circular on Tier-1 wallets and accounts; CBN BVN-NIN compliance circular (March 2024) covered by Businessday, Guardian Nigeria, and The Nigeria Lawyer; tier-figure variance noted across SRJ Legal, UIDC, Kuda, Legit.ng and Moniepoint summaries"} for the cross-cluster tier-three logic on the wider banking side.
- Government tenders. The Bureau of Public Procurement and most MDAs require bidders to attach a CAC Status Report dated within the last three months. An Inactive entity is excluded at the pre-qualification stage. For an entity that bids on government contracts, currency at CAC is operational — the Status Report is part of the standing bid bundle.
- Counterparty contracts. Large suppliers, multinational counterparties, and lenders running transaction-grade due diligence check status before signing material contracts. An Inactive label routes the deal through compliance review and often delays it by one to four weeks.
- Post-incorporation modifications at CAC. Most CAC post-incorporation operations (change of registered office, change of directors, share allotment, change of secretary) require the entity to be current with annual returns before the modification can be processed. CAC's portal will accept the application but route it to a query asking for the outstanding returns to be filed first. See the forthcoming change of business address and other modification guides for per-operation routing.
The single most useful framing is that annual returns are how the entity tells the rest of the system it is still in business. The 42-day or 30-June deadline is the discipline; the Inactive label is what happens when the discipline slips; the ten-year window is the existential risk if the slip becomes permanent.
Frequently asked questions
What if my company has not held an AGM yet — is the annual return still due?
For a small company that does not hold an AGM, the return is due by the end of the company's financial year — the AGM trigger does not apply. For a non-small private company or a public company, the AGM itself must be held within 18 months of incorporation for the first AGM and at intervals of not more than 15 months thereafter under CAMA 2020. A company that has not held the AGM within the statutory window is in default of two provisions, not one; both the AGM and the consequent annual return need to be brought current.
Can I file two or three years of returns at once?
Yes. The post-incorporation portal handles multi-year catch-ups. The system computes the statutory fee per year of arrears and the late-filing penalty for each year (each year's penalty meter from its respective deadline). The whole catch-up clears in a single payment cycle. The status flip from Inactive to Active follows CAC reconciliation as for a single-year filing.
My business has not traded yet — do I still need to file annual returns?
Yes for a registered entity. Annual returns are a confirmation of the entity's continuing existence and current details; they are not tied to whether the entity has revenue. A registered business name or company that has not traded files a return showing zero or nominal financial activity; the filing fee and the deadline both apply. The alternative is voluntary striking off through the post-incorporation portal where the entity is genuinely no longer in operation.
Does filing annual returns also handle my tax filings at NRS?
No. The two compliance streams are separate. CAC annual returns confirm the entity's continuing existence under CAMA 2020 and update the register. NRS tax filings (company income tax, value-added tax, withholding tax, personal income tax for directors where applicable) are filed at NRS under the Nigeria Tax Act 2026. Both filings are needed; neither one substitutes for the other. See [how to get a TIN after CAC registration](/cac/how-to-get-tin-after-cac/) for the NRS-side overview.
Frequently asked questions
When are annual returns due for a Nigerian company?
Section 421 of CAMA 2020 requires a company's annual return to be filed with CAC not later than 42 days after the annual general meeting (AGM) for the year. The AGM itself must be held within 18 months of incorporation for the first AGM and not more than 15 months after the last AGM thereafter. A small company that does not hold an AGM files by the end of its financial year. The first annual return is not due in the year of incorporation.
When are annual returns due for a business name?
Section 822 of CAMA 2020 requires every business name to submit its annual return on or before 30 June each year, with the exception of the year of registration. Form CAC/BN 06 is the prescribed form. The filing is a confirmation of the business's continuing operation and current details — name, registered address, proprietors or partners — plus the financial summary for the preceding calendar year.
What is the penalty for filing annual returns late?
A one-off penalty plus a daily default penalty that accrues until the filing clears. The figures are in the CAC New Schedule of Fees gazetted 29 May 2025. Small company and limited partnership: ₦1,000 one-off plus ₦100 daily. Private company other than small, company limited by guarantee, and LLP: ₦2,000 plus ₦200 daily. Public company: ₦5,000 plus ₦500 daily. Business name: ₦5,000 plus ₦100 daily. Incorporated trustees: ₦10,000 plus ₦200 daily. The penalty is in addition to the underlying annual returns fee.
What happens to my CAC status when I miss an annual return?
The status flips from Active to Inactive at the CAC public search and at the iCRP authenticated dashboard. The flip is automatic at the first missed return. The entity remains a legal person — contracts are still enforceable, the certificate is still valid — but high-value banking, tender bidding, and any new post-incorporation modification at CAC requires the outstanding returns to be filed before proceeding. See [how to check your CAC status](/cac/how-to-check-cac-status/) for the wider status taxonomy.
How many years of missed returns trigger striking off?
Section 692 of CAMA 2020 empowers the Commission to strike a company off the register where the company has not filed annual returns for a consecutive period of 10 years. Both the 2024 and 2025 striking-off exercises targeted entities at or beyond the ten-year mark, with a ninety-day grace-period notice published on the CAC website. A single missed return flips the status to Inactive immediately; the striking-off risk builds up over a much longer window.
How do I file annual returns?
Through the post-incorporation portal at post.cac.gov.ng. Log in (or open an iCRP account if you do not have one), navigate to the entity's dashboard, and select Annual Returns from the post-incorporation menu. Fill the prescribed form (Form CAC 10A for companies, Form CAC/BN 06 for business names), attach the financial statement where required, pay the statutory fee plus any late penalty through Remita, and submit. CAC reconciliation flips the status to Active within one to three working days.
Do I need an accredited agent to file annual returns?
No. Annual returns can be filed directly by the company's own representative through the post-incorporation portal — the DIY route is a first-class path. The accredited-agent route (a chartered accountant, qualified lawyer, or chartered secretary) is an option, not a requirement; an agent typically charges between ₦15,000 and ₦80,000 in service fees on top of the CAC statutory fee plus any late penalty. For a small private company or a business name the DIY route is straightforward; for a public company or a tiered-fee private company with audited accounts the accountant who prepared the accounts often files the return as part of the engagement.
My company has been struck off — can I restore active status by filing returns?
Once an entity has been struck off under Section 692 of CAMA 2020, filing outstanding returns alone does not restore it to the register. Section 693 provides for restoration by application to the Federal High Court; the application names CAC as the respondent, is supported by an affidavit, and requires all outstanding returns and penalties to be paid as a condition of restoration. The route is materially heavier than catching up from an Inactive state. File before the entity sits on the striking-off shortlist.
Sources
Independent guide, not affiliated with any government agency. The facts, fees and steps above are checked against the primary sources below — government, regulator and agency material first, reputable press second.
- 1.CAMA 2020 full text at CAC
- 2.Aluko & Oyebode on striking off of company names under CAMA 2020
- 3.Aluko & Oyebode on filing annual returns for active and dormant companies
- 4.Section 822 annual return of business name (CAC/BN 06) on the CAC news site
- 5.BarristerNG on the effect of compliance and non-compliance with CAMA 2020 on annual returns
- 6.Nairametrics on the CAC ninety-day ultimatum for dormant companies
- 7.Businessday on CAC striking off dormant companies for ten-year non-filing
- 8.Channels Television on CAC delisting one hundred thousand dormant companies
- 9.Splashdict on filing annual returns of business name with CAC
Facts verified against the NigeriaHowTo facts registry.
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