Annual Returns 101: Keep Your Business 'Active' in the CAC Database
Many entrepreneurs mistakenly think registration is a one-time thing. Failing to file returns can lead to your business being delisted.
Imagine searching for your business on the CAC Public Search portal and seeing it listed as "Inactive" or not finding it at all. This is the reality for thousands of Nigerian businesses that neglect their Annual Returns. In 2026, the CAC has intensified its delisting process, making compliance more critical than ever.
Annual Returns are not a tax payment—they are a statutory declaration to the Corporate Affairs Commission confirming that your business still exists, is operational, and its registered particulars have not changed. Think of it as your business renewing its operating license with the government every year.
1. Deadlines for BN and LTD
The filing deadlines differ based on your business structure:
Business Name (BN)
Annual Returns must be filed no later than 30th June of each year. The filing covers the previous calendar year (January–December). Newly registered Business Names are typically given a grace period for the first year.
Limited Company (LTD)
Returns must be filed within 42 days of your Annual General Meeting (AGM). For companies that have not held an AGM, CAMA requires that an AGM be held within 18 months of incorporation for the first time and thereafter within 15 months of the preceding AGM.
Important Note for New Registrations
A newly incorporated company is not required to file annual returns in the year of its incorporation. However, it must file returns for subsequent years without fail. Do not assume you have more time than you do.
2. The Cost of Late Filing
The penalties for late filing are progressive and escalate rapidly. In 2026, the CAC imposes both a daily default penalty and a fixed late filing fee, in addition to the standard annual returns fee itself.
| Business Type | On-Time Fee | Late Penalty (per day) |
|---|---|---|
| Business Name | ₦5,000 | ₦100/day |
| Small Company (Ltd) (Turnover < ₦100M) | ₦5,000 | ₦100/day |
| Medium Company (Ltd) (Turnover ₦100M - ₦500M) | ₦100,000 | ₦200/day |
| Large Company (Ltd) (Turnover > ₦500M) | ₦150,000 – ₦200,000 | ₦200/day |
Beyond fines, persistent non-compliance can result in the CAC marking your business as "Struck Off"—effectively removing it from the Companies Register. Reinstating a struck-off company requires a court application, which is expensive and time-consuming.
3. Maintaining 'Active' Status
An "Active" status on the CAC portal is not just a technicality—it has real-world consequences for your business. Banks use CAC status checks as part of their KYC process. Government procurement portals verify it. Investors and corporate clients check it during due diligence.
Maintaining active status means: filing annual returns before the deadline every year, updating the CAC whenever there is a change in directors, shareholders, registered address, or business name, and holding your Annual General Meeting (for Ltd companies) within the statutory period.
This ties directly to other compliance activities described in our Post-Registration Compliance Checklist. Annual returns are just one piece of the ongoing compliance puzzle.
4. How to File (Step-by-Step)
Filing is done entirely online through the CAC Post-Incorporation portal. Here is the step-by-step process:
Log in to the CAC Post-Incorporation portal
Navigate to post.cac.gov.ng and log in with your company's account credentials.
Search for your entity and select "Annual Returns"
Enter your RC number or Business Name to locate your entity in the system.
Upload your Statement of Affairs / Financial Statements
Smaller companies can file a simple Statement of Affairs. Larger companies must upload audited financial statements.
Pay the annual returns fee + processing fee
Payment is made online via Remita. Keep your payment receipt as proof of filing.
Download your filing confirmation
After approval, download and save the CAC acknowledgement notice. Your status will update to "Active" within 24–48 hours.
5. Documents Required
- For Business Names: A simple declaration confirming no changes, or a Statement of Affairs if required.
- For Small Ltd Companies: Statement of Affairs signed by at least one director, plus the CAC filing form.
- For Large Ltd Companies: Audited financial statements for the preceding financial year, signed by a certified auditor.
- Current list of directors (Form CAC 7).
- Current list of shareholders (Form CAC 2.1 or equivalent).
6. Who is Exempt?
Under CAMA 2020, "small companies" meeting certain criteria are exempt from the requirement for a statutory audit, meaning they can file unaudited accounts. A company qualifies as small if: its annual turnover does not exceed ₦120 million, its net assets do not exceed ₦60 million, and it has fewer than 50 employees. However, they are still required to file annual returns—the audit exemption does not remove the obligation to file.
Conclusion
Don't treat your business registration like a one-time event. Annual returns are what keep your business legally alive and commercially credible in Nigeria. Set a calendar reminder every year, prepare your documents early, and file before the deadline to avoid penalties. Reach out to the FastCAC compliance team if you'd like us to handle your filings on your behalf—it's one less thing to worry about as you grow.
FastCAC Compliance Team
Our compliance team ensures that FastCAC clients stay ahead of regulatory deadlines, avoiding unnecessary fines and legal hurdles.