CAC Annual Returns & PSC Filings: Nigeria 2025 Founder Checklist

• Companies (Ltd/Gte/Unlimited): deliver the annual return to CAC within 42 days after the company’s AGM (statutory timeline in CAMA 2020 s.421(1)). Single‑member companies are not subject to the 42‑day AGM timeline by s.421(2), but still have annual return obligations under the Act’s schedules and forms.
• Business Names: file annual return on or before 30 June each year.
• PSC disclosure: submit PSC information to CAC at incorporation, on annual returns and whenever changes occur. A PSC generally means a natural person who ultimately owns or controls a company (for example, holding 5% or more of shares or voting rights, the right to appoint/remove a majority of directors, or significant influence or control).

Tip: Keep a simple compliance calendar tied to your financial year and AGM date so the 42‑day window is never missed.

Core elements most companies prepare

• Company particulars (registered address, directors, secretary, share capital & allotment, members).
• Financial statements and auditors’ report (where applicable) to be annexed to the return.
• Small company certificate (if you qualify), and the private company certificate that no invitation was made to the public to subscribe for shares/debentures.

Note: Unlimited companies and companies limited by guarantee have special schedules; check your entity type before you start.

Who is a “Person with Significant Control” (PSC)?

A natural person who ultimately owns or controls the company—commonly by:

• 5% or more of issued shares or voting rights (directly or indirectly),
• the right to appoint or remove a majority of directors, or
• otherwise exercising significant influence or control.

When must PSC information be reported?

• By the PSC: notify the company within 7 days of becoming a PSC.
• By the company: lodge PSC information with CAC (and changes/cessations) using the CAC PSC forms; updates after internal changes are typically filed within one month of receiving the PSC notice.
• On annual returns: confirm or update PSC information as part of your yearly filings.

Where control is held through layers of entities, identify the natural person(s) at the top of the chain and capture intermediary entities in your filing.

• Annual returns: CAC applies penalties for late or non‑filing under the Companies Regulations 2021. Defaults can escalate and the company risks being marked inactive and, in persistent cases, struck off the register.
• PSC filings: daily administrative penalties can apply for failure to identify, maintain, or update PSC details; companies that ignore directives to update may be flagged inactive until they comply.

Since 2024, CAC has emphasized strict enforcement—clear backlogs early to avoid cumulative penalties.

1. Fix your AGM date and diarise the +42‑day filing window for annual returns (if not a single‑member company).
2. Prepare financial statements and auditors’ report (where required) for annexure.
3. Update members/share capital records and confirm directors/secretary data.
4. Identify/confirm PSC(s); obtain IDs, addresses and nature/percentage of control.
5. If a change in PSC occurred: record internally and lodge the change with CAC promptly (don’t wait for year‑end).
6. Log into the CAC ICRP, complete forms, upload documents and submit fees.
7. Save the acknowledgment and board approvals/minutes; maintain a compliance file.
8. Set a recurring reminder for next year (AGM and return deadline), and add mid‑year checks for PSC changes.

Do single‑member companies file annual returns?

They are exempt from the 42‑day post‑AGM timing rule in section 421(2) CAMA, but still have annual return obligations under the Act—check your applicable schedule and the CAC forms before filing.

We changed our cap table last quarter. Do we wait till year‑end to update PSC?

No. A PSC must notify the company within 7 days of becoming a PSC, and the company should lodge the change with CAC promptly (commonly within a month). Reflect the updated PSCs in your next annual return too.

We have gaps from past years—what order should we file?

Start with the oldest outstanding year and work forward. Penalties are assessed per year; clearing the backlog reduces exposure.