JusticeSure
    CAC / Corporate
    CAMA 2020
    Updated 2025

    CAC Annual Returns: Complete Guide for Nigerian Companies (CAMA 2020)

    Everything Nigerian business owners need to know about filing annual returns with the Corporate Affairs Commission — deadlines, required documents, penalties for late filing, the CAMA 2020 small company audit exemption, and how to use the CAC online portal.

    What this guide covers

    • ✓ What annual returns are and why every Nigerian business must file
    • ✓ Key changes introduced by CAMA 2020 (audit exemption, beneficial ownership)
    • ✓ Exact filing deadlines for business names, limited companies, and NGOs
    • ✓ Documents required for online filing via ent.cac.gov.ng
    • ✓ Penalties for late filing and risks of company strike-off
    • ✓ Step-by-step guide to filing on the CAC portal

    Key Annual Returns Facts for Nigerian Businesses

    📅
    Business Name Filing Deadline
    Within 30 days of each anniversary of registration
    🏢
    Company Filing Deadline
    Within 42 days of the AGM
    ✅
    Small Company Audit Exemption
    Turnover ≤ ₦120M & net assets ≤ ₦60M
    👤
    Beneficial Ownership Threshold
    5% or more of shares / voting rights
    ⚠️
    Strike-Off Trigger
    3+ consecutive years of non-filing
    💻
    Online Filing Portal
    ent.cac.gov.ng

    Frequently Asked Questions

    Common CAC annual returns questions from Nigerian business owners

    Under CAMA 2020 Part F, every Nigerian company must maintain a register of beneficial owners — individuals who ultimately own or control 5% or more of the company's shares or voting rights, or who exercise significant management control. This information must be filed with the CAC and is updated as part of the annual returns process. A beneficial owner is different from a shareholder: a shareholder may hold shares on behalf of someone else (the beneficial owner). Failure to register beneficial owners is an offence under CAMA 2020. For foreign-owned companies, all ultimate beneficial owners must be disclosed regardless of how many holding layers exist.

    To file annual returns on the CAC portal (ent.cac.gov.ng): (1) Log in with your company's portal credentials (created during incorporation), (2) Navigate to 'Post Incorporation' then 'Annual Returns', (3) Select the filing year(s) — if you have outstanding years, file each separately, (4) Complete the online form with current directors, shareholders, share capital, and registered address, (5) Upload required documents (accounts, etc.), (6) Generate the assessment and pay the filing fee via Remita or your bank, (7) Submit the filing. The CAC typically acknowledges receipt within 24–72 hours and posts the updated filing status on the portal. You will receive a confirmation receipt — keep this as proof of compliance.

    Step-by-Step: File Annual Returns on the CAC Portal

    1

    Log in to the CAC Enterprise Registry

    Go to ent.cac.gov.ng and log in with your company's portal credentials. If you don't have credentials (e.g., the company was incorporated before the portal existed), contact the CAC directly to retrieve access.

    2

    Navigate to Annual Returns

    From your dashboard, go to 'Post Incorporation' → 'Annual Returns'. Select the filing year — if you have multiple outstanding years, start with the oldest year first.

    3

    Confirm and update company details

    Review and update: registered address, directors and their details (date of birth, address, BVN), shareholders and shareholding percentages, and any share capital changes during the year.

    4

    Complete beneficial ownership information

    Under CAMA 2020, declare all beneficial owners — individuals who ultimately own 5%+ of shares or have significant management control, even if they hold shares via nominee arrangements or holding companies.

    5

    Upload required financial documents

    Upload your audited financial statements (or unaudited management accounts if you qualify as a small company under CAMA 2020). Ensure the accounts are signed by the directors and — if audited — bear the auditor's stamp and ICAN/ANAN membership number.

    6

    Generate fee assessment and pay

    The portal will generate the annual return fee assessment based on your company's share capital. Pay via Remita using the generated payment reference. Keep your payment confirmation — you need this to complete submission.

    7

    Submit and download confirmation

    After payment, submit the completed return. The CAC will review and post a confirmation on the portal within 24–72 hours. Download and save the acknowledgement receipt as proof of compliance — store it with your statutory books.

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    What are CAC annual returns and why are they mandatory?

    CAC annual returns are a yearly filing obligation under the Companies and Allied Matters Act (CAMA 2020) requiring every registered business to confirm to the Corporate Affairs Commission (CAC) that the business is still active and to report any changes in its details — such as directors, shareholders, share capital, or registered address. They are mandatory for all business names, limited liability companies, and incorporated trustees in Nigeria. Failure to file annual returns results in penalties, late filing fees, and ultimately the company being struck off the CAC register as defunct — making it legally non-existent.

    What changed about annual returns under CAMA 2020?

    The Companies and Allied Matters Act 2020 introduced several significant changes to the annual returns regime: (1) Small companies (turnover below ₦120 million or net assets below ₦60 million) are now exempt from mandatory statutory audit for annual returns — they can file unaudited management accounts instead. (2) Private companies with a single shareholder (formerly prohibited) are now permitted. (3) The CAC introduced an online filing portal (ent.cac.gov.ng) making the process digital. (4) New penalty structures for late filing were introduced. (5) The definition of 'small company' was updated. (6) Beneficial ownership registration is now mandatory — all companies must disclose their beneficial owners.

    When must annual returns be filed with the CAC?

    The annual returns deadlines are: Business Names — within 30 days after each anniversary of registration (the date the business name was registered, every year). Private Limited Companies — within 42 days after each Annual General Meeting (AGM); the AGM itself must be held within 15 months of the previous AGM (or within 18 months for a new company's first AGM). Public Limited Companies — same timeline as private companies. Incorporated Trustees (NGOs, associations) — within 42 days after the AGM. If you have not held an AGM, you must apply for an extension from the CAC — simply not holding an AGM does not excuse the filing obligation.

    What documents are needed to file annual returns with the CAC?

    For Business Names: a completed annual return form (availability on the CAC portal), annual return fee payment receipt. For Private Limited Companies: completed CAC Form 10 (Annual Return), a copy of the audited financial statements (or unaudited management accounts if you qualify as a small company under CAMA 2020), list of current directors and their details, list of shareholders and shareholding, details of any share capital changes during the year, and proof of payment of the filing fee. All filings are now done through the CAC Enterprise Registry portal at ent.cac.gov.ng using your company's authentication details.

    What are the penalties for filing CAC annual returns late?

    Under CAMA 2020 and the CAC's fee schedule, late filing attracts: a late filing penalty fee which increases for each year of default (ranging from ₦3,000 for the first year up to ₦10,000+ for subsequent years for companies), a backlog filing requirement (you must file all outstanding years, not just the current year), and accumulated late fees for each missed year. If a company fails to file for 3 or more consecutive years, the CAC may commence the process to strike off the company — declaring it defunct. Reinstatement after strike-off requires a separate court application and significantly higher costs. Directors of struck-off companies can be disqualified.

    Does my company qualify for the small company audit exemption under CAMA 2020?

    Under CAMA 2020 Section 394, a company qualifies as a small company (exempt from statutory audit for annual returns) if it meets at least two of the following three criteria in the relevant financial year: (1) Annual turnover does not exceed ₦120 million, (2) Net assets (balance sheet total) do not exceed ₦60 million, (3) The company has no more than 50 employees. If you qualify, you can file unaudited management accounts with your annual returns instead of audited financial statements — saving significant accounting fees. However, the exemption does not remove the obligation to maintain proper books of account or to file with the NRS.

    What is beneficial ownership registration and is it required for annual returns?

    Under CAMA 2020 Part F, every Nigerian company must maintain a register of beneficial owners — individuals who ultimately own or control 5% or more of the company's shares or voting rights, or who exercise significant management control. This information must be filed with the CAC and is updated as part of the annual returns process. A beneficial owner is different from a shareholder: a shareholder may hold shares on behalf of someone else (the beneficial owner). Failure to register beneficial owners is an offence under CAMA 2020. For foreign-owned companies, all ultimate beneficial owners must be disclosed regardless of how many holding layers exist.

    How do I file annual returns on the CAC online portal?

    To file annual returns on the CAC portal (ent.cac.gov.ng): (1) Log in with your company's portal credentials (created during incorporation), (2) Navigate to 'Post Incorporation' then 'Annual Returns', (3) Select the filing year(s) — if you have outstanding years, file each separately, (4) Complete the online form with current directors, shareholders, share capital, and registered address, (5) Upload required documents (accounts, etc.), (6) Generate the assessment and pay the filing fee via Remita or your bank, (7) Submit the filing. The CAC typically acknowledges receipt within 24–72 hours and posts the updated filing status on the portal. You will receive a confirmation receipt — keep this as proof of compliance.