CAMA Compliance in 2025: Common Mistakes & Fines (and how to fix them)

• Annual return: within 42 days after AGM (companies). Business names: on or before 30 June each year.
• Changes in directors/secretary/registered office: file promptly after board/shareholder approval.
• Shares: allotments/transfers must be reflected in the register and filed with CAC.
• Charges: register charges within the statutory timeframe to preserve priority.
• PSC: maintain internal PSC register and notify CAC on changes; confirm in annual return.

Companies face administrative penalties under the Companies Regulations and may be flagged inactive on the public register for persistent default. Chronic non‑filing can lead to strike‑off. Clear backlogs in chronological order and keep acknowledgments.

Area	Typical issues	What to do
Annual returns	Years outstanding; wrong forms	File oldest first; use current CAC portal forms; attach financials if applicable
PSC	Not updated after cap‑table changes	Identify PSCs; lodge changes; align with next annual return
Charges	Unregistered or late filings	Regularise; obtain lender cooperation; diarise future security
Addresses	Old registered office	Pass resolution; file change; update letterheads/websites

1. Day 0–10: gather CAC filings history, cap table, minutes, registers, charges; open a compliance tracker.
2. Day 11–30: update internal registers (members, directors, secretary, charges, PSC). Prepare missing minutes/resolutions.
3. Day 31–60: regularise share transfers/allotments; lodge PSC updates; tidy registered office/secretary records.
4. Day 61–90: file outstanding annual returns (oldest first); fix charges; implement a compliance calendar and internal SLA.

• AGM/Board: schedule meetings, circulate agendas early, record decisions clearly; keep e‑sign options ready.
• Minutes: store signed minutes and resolutions in a central repository with version control.
• Registers: maintain electronic registers (members, directors, secretaries, charges, PSC); back up regularly.
• Seals & execution: confirm authorised signatories, sealing policy and witness requirements.

• Reconcile the register of members with your investor spreadsheet and share certificates.
• Ensure board/shareholder approvals for past issuances and transfers are on file.
• Update share certificates, stamping and delivery logs.
• Reflect changes in CAC filings and PSC register.

• Appointment/change of company secretary and registered office.
• Alterations to share capital, name changes, and articles amendments.
• Charges creation/satisfaction releases.
• PSC changes (nature/percentage of control, cessation).

• Act in good faith, with reasonable care and skill; avoid conflicts and undeclared interests.
• Record related‑party transactions and obtain approvals where required.
• Keep service contracts and disclosure of interests up to date.
• Observe limits on age or disqualification triggers where applicable.

1. Set AGM date & diarise +42‑day annual return window.
2. Update registers (members, directors/secretary, charges, PSC).
3. Regularise share transfers/allotments; issue certificates.
4. Confirm registered office & secretary details; update stationery/web.
5. Register outstanding charges; collect satisfaction documents on repayment.
6. Prepare missing minutes/resolutions (bank mandates, loans, issuances).
7. File outstanding annual returns oldest → newest; save acknowledgments.
8. Adopt a compliance calendar and internal SLA for future filings.

We’ve missed two years of annual returns—what now?

File the oldest year first, then the next. Pay penalties as assessed and keep acknowledgments; your public status should update after processing.

Do single‑member companies hold AGMs?

Single‑member companies are treated differently on timing but still have annual return obligations. Keep registers and minutes up to date.

What if we can’t trace old share certificates?

Reconstruct the register using board minutes, investor agreements and bank records; issue replacement certificates with proper resolutions.