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What is Annual Return?

An annual return is a return in the prescribed form containing the specified matters relating to the organization in accordance to the provisions of the Companies and Allied Matters Act (CAMA). 

It is a mandatory requirement for every business name, private limited company, or incorporated trustees in Nigeria and is required, as the name implies, to be done at least once in every year to the Corporate Affairs Commission (CAC).

Filing of the annual return by a company helps to simply keep the CAC abreast that such company is still actively in operation and still engaging in business activities or otherwise.

When is Annual Return due?

As the name implies, an annual return must be made every calendar year (i.e. annually). However, new companies may not file its return within the first 18 months of its incorporation, while for older companies, the annual return is due no later than 42 days after its Annual General Meeting.

Procedure

The procedures for filing returns for Business names and companies are almost the same but for the purpose of clarity, the two procedures are separately itemised below:

For Business Name:

1. Purchase annual returns form
2. Fill the form properly
3. The annual return shall be signed by the proprietors, and where a company is a proprietor, by a director and secretary of the company
4. Submit the completed form for verification and assessment
5. Pay the required annual returns fee to the authorised bank
6. Keep your receipt/teller as evidence of payment

For Companies:

1. Have your Company’s Statement of Affairs or Audited Statement of Accounts prepared. You need the service of a licensed practising chartered accountant for this.
2. Purchase annual returns form
3. Fill the form properly and sign
4. Attached your Company’s Statement of Affairs or Audited Statement of Accounts duly signed by the Director and Company’s Secretary.
5. Submit the completed form for verification and assessment
6. Pay the required fee to the authorised bank
7. Keep your receipt/teller as evidence of payment

CAC FORMS AND DOCUMENTS REQUIRED FOR FILLING ANNUAL RETURN

1. FORM CAC 10: Annual Return for a small company
2. FORM CAC 10 A: Annual Return for a company having shares other than a small company.
3. FORM CAC 10B: Annual Return for a company limited by guarantee.
4. FORM CAC 10C: Annual Return of exempted foreign companies.
5. FORM CAC/IT 4: Annual Return for Incorporated Trustee.
6. FORM CAC/BN/7: Annual Return for Business Name.

WHAT ARE THE DOCUMENT TO BE ANNEXED TO FILING OF ANNUAL RETURN

In the process of delivering an annual return to the CAC, by virtue of Section 375(1)(a)(b), certain documents are to be annexed to the annual return filing and these documents include the followings:

• A Written copy, certified both by a director and by the secretary of the company to be a true copy, every balance sheet and profit and loss account laid before the company in general meeting held in the year to which the returns relate (including every document required by law to be annexed to the balance sheet); and
• A copy, certified as aforesaid, of the report of the auditors on, and of the report of the directors accompanying each balance sheet.
• Other documents evidencing the payment of all necessary fees or dues may also be annexed.

Failure to file annual returns may attract various consequences, which include the payment of the default fee as may be imposed on defaulting company and every director or officer of the company by the CAC.

Also, when a company goes to the CAC to deal with any post incorporation matter, the commission may not give any audience to such defaulting company until the annual return of such company has been duly filed.

Furthermore, the company in default may be treated by the CAC as a defunct company and such company may be delisted from the list of the companies by the commission.