Post-incorporation compliance, and the companies being struck off now

The immediate point

On 15 July 2026 the Corporate Affairs Commission published notice under sections 692(3) and (4) of the Companies and Allied Matters Act 2020 of its intention to strike off approximately 100,000 companies. The stated grounds are not having carried on business for ten consecutive years, failure to file outstanding annual returns, and failure to submit persons with significant control information.

Affected companies had 90 days from publication to regularise, which put the deadline at 13 October 2026. That window has now closed. This briefing does not report what the Commission has done since, so check its website for the current list and status of any company you act for. The list was published on the Commission’s website. Regularisation means filing the outstanding returns and the PSC information and sending evidence of compliance to the Commission. A company that does nothing and is struck off does not thereby escape its accrued penalties: the Commission’s standing position, stated in a public notice of November 2023, is that it will pursue directors and officers of struck-off and wound-up companies for undischarged penalties.

Annual returns

Section 417 requires every company to make and deliver an annual return at least once in every year. Section 421(1) requires it to be signed by a director and the secretary and delivered not later than 42 days after the annual general meeting, with a power to apply for an extension.

There is a wrinkle worth knowing. The Commission’s own prescribed form, CAC 19, states that the return must be delivered within 14 days. The statute says 42. The statute governs, but since the Commission’s form says otherwise the prudent course is to work to the shorter period and avoid the argument.

A company need not file in its year of incorporation. Read with section 237 — first annual general meeting within 18 months of incorporation, and not more than 15 months between meetings thereafter — the first annual return commonly falls due in the second or third year.

Fees were restructured by the New Schedule of Fees gazetted on 29 May 2025, which took effect on 1 October 2025 after a deferral. Annual return fees are now tiered by share capital rather than flat. Section 425 makes the company and every director or officer liable for default, and defines officer to include a shadow director. We are not stating penalty amounts here because the published figures conflict; check the live figure on the portal at the point of filing.

Persons with significant control

A person with significant control is a natural person who directly or indirectly holds at least 5% of the shares or voting rights, holds the right to appoint or remove a majority of the directors, or exercises significant influence or control.

Section 119 requires the person to notify the company in writing within 7 days of becoming such a person, and the company to notify the Commission within one month. Default attracts daily fines on the person, the company and every officer. For public companies section 120 sets a parallel 14-day regime for substantial shareholders, and the notice must still be given even if the holding has already been disposed of.

The particulars go into the company’s register of members and feed the Commission’s central beneficial ownership register, which is publicly searchable free of charge. The Regulations provide that the Commission refuses registration and annual return approvals where PSC information is absent, and non-compliant entities are tagged inactive on the portal and denied post-registration applications and letters of good standing.

Registers and event-driven filings

A company must maintain a register of members with an index, a register of directors and of directors' residential addresses, a register of secretaries, a register of charges, a register of debenture holders, minutes of proceedings and accounting records.

Changes carry their own clocks. Changes to the register of directors are notified within 14 days. A return of allotment goes in within 15 days, reduced from one month by the Business Facilitation Act 2023. An increase in share capital is notified within 15 days. Particulars of a charge must be delivered within 90 days of creation — miss that and the charge is void against a liquidator and creditors, which is the most expensive deadline in the whole list.

What small companies are and are not exempt from

This is routinely got wrong. Section 424 exempts a small company from the requirement in section 422 to annex financial statements, the auditors' report and the directors' report to its annual return. It is not an exemption from filing the annual return itself. Small companies and single-member companies are separately relieved of holding an annual general meeting, of appointing auditors, and of appointing a qualified company secretary.

Single-member companies are a live question. Section 421(2) provides that section 421 does not apply to them, and section 237 exempts them from annual general meetings, which removes the event the 42-day clock runs from. Some commentary concludes they need not file at all. The Commission’s practice is to require returns from them, and the current striking-off campaign makes no carve-out. The better view is that section 417 imposes a standalone annual duty and section 421(2) removes only the timing mechanism. We would advise a single-member company to file.

Business letters

From 1 August 2026 the Commission began enforcing sections 304(1) and (2) and 729(c): business letters and official correspondence must state the registered name, the registration number, the registered office address, the directors' forenames or initials and surnames, any former names, and the nationality of non-Nigerian directors. Company and defaulting officers are liable. It is a cheap fix and a visible one.