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.
ComplianceApril 13, 20265 min read
Imagine searching for your business on CAC's public register and seeing it listed as "Inactive", or not finding it at all. That is what happens to businesses that skip their annual returns. CAC has been clearing inactive companies from the register in batches, most recently with a public notice in July 2026, so this is not a paper risk.
Annual returns are not a tax payment. They are a yearly filing with the Corporate Affairs Commission confirming that your business still exists and that its registered details (owners, directors, shareholders, address) are up to date. Tax returns go to the tax authority separately; see our guide on getting your TIN after CAC registration for that side.
1. Deadlines for BN and LTD
The filing deadlines differ based on your business structure:
Business Name (BN)
Annual returns are due by 30 June every year, covering the previous year. You don't file in the calendar year the business name was registered, so a business name registered in 2026 files its first return by 30 June 2027.
Limited Company (LTD)
Under CAMA 2020 every company files at least once a year. Companies that hold an Annual General Meeting file within 42 days of the AGM. The first AGM must be held within 18 months of incorporation, then once every calendar year with no more than 15 months between meetings. Small companies and single-shareholder companies don't have to hold an AGM, but they still file every year.
Important Note for New Registrations
A company doesn't file in the year it is incorporated, and may not need to in the following year if it isn't yet required to hold an AGM. After that, it files every year. CAMA doesn't give small companies a fixed calendar date, so the safe habit is to file once a year, well before 31 December.
2. The Cost of Late Filing
Filing late costs you the normal filing fee plus a late-filing penalty for every return you missed. The penalties are set in CAC's schedule of fees (the current one was gazetted in May 2025) and depend on the type of entity: business names, small private companies, other private companies, public companies and incorporated trustees each have their own rate. CAMA 2020 also makes the company's officers liable, so directors and the company secretary can be charged on top of the company.
The portal calculates what you owe when you file, so check the amount there rather than relying on figures quoted online. What matters more is that the bill grows with every year you skip.
The bigger risk is being struck off. CAMA 2020 treats failure to file annual returns for 10 consecutive years as grounds to strike a company off the register, and CAC can also strike off companies it believes are no longer operating after giving public notice. In July 2025 and again in July 2026, CAC published lists of companies with outstanding returns and gave them 90 days to file and update their Persons with Significant Control records or be struck off. Getting a struck-off company restored generally means applying to court, which is slow and expensive.
3. Maintaining 'Active' Status
An "Active" status on CAC's register has real consequences. Banks check it as part of their KYC, government procurement portals verify it, and investors and corporate clients look it up during due diligence. CAC marks entities that are behind on their returns as inactive.
Staying active means filing annual returns every year, telling CAC whenever your directors, shareholders, registered address or business name change, keeping your Persons with Significant Control (beneficial ownership) records current, and holding your AGM on time if your company has to hold one.
This ties directly to the other steps in our Post-Registration Compliance Checklist. Annual returns are just one piece of the ongoing compliance puzzle.
4. How to File (Step-by-Step)
Annual returns are filed online on CAC's portal. The screens change from time to time, but the process looks like this:
Log in to CAC's online portal
Use the CAC account the business was registered from. If an agent or platform registered it for you, ask them how filing works for your entity. Go to cac.gov.ng and follow the links to the registration portal rather than clicking links in messages.
Find your entity and choose Annual Returns
Search by your BN or RC number and select the annual returns filing for the year (or years) due.
Check and confirm your details
Review directors, shareholders, persons with significant control and address. Update anything that has changed.
Upload your accounts where required
Companies that must be audited upload audited financial statements. Small companies exempt from audit file the simpler statement the portal asks for.
Pay and keep your receipt
Pay the filing fee, plus any late penalties, online. Download the acknowledgement once the filing is approved and keep it with your records.
5. Documents Required
- For Business Names: Your BN number and access to the account the business was registered from. Most of the filing is confirming the business is still trading and its details are correct.
- For Small Ltd Companies: The company's financial position for the year (small companies are exempt from audit, so these can be unaudited), and up-to-date details of directors, shareholders and persons with significant control.
- For Other Ltd Companies: Audited financial statements for the year, signed off by the company's auditor, plus the same up-to-date officer and shareholder details.
6. Small Companies: What's Different
Under section 394 of CAMA 2020, a private company is a "small company" if its turnover is not more than ₦120 million, its net assets are not more than ₦60 million, it has no foreign members, no government ownership, and its directors hold at least 51% of its shares. (CAC can change these amounts.) Small companies don't have to hold an AGM, appoint an auditor or have their accounts audited. None of that removes the duty to file annual returns every year.
This CAMA "small company" test is separate from the "small company" definition in the Nigeria Tax Act 2025, which decides whether you pay company income tax. A company can be one without being the other.
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 (30 June for a business name), keep your records tidy, and file before the deadline to avoid penalties. Soon, FastCAC will automate annual-returns reminders on the platform so staying compliant is one less thing to worry about as you grow.
FastCAC Editorial Team
We research and write about how Nigerian founders can stay ahead of regulatory deadlines, avoiding unnecessary fines and legal hurdles.
