12/11/2021
Annual Return is a yearly report which states information about a corporate entity, its activities and financial position.
Annual Return is filed to different regulatory bodies depending on the type of business a corporate entity engages in and the law regulating such businesses. For instance, the NIGERIAN PRESS COUNCIL ACT 1992 provides that every publisher of newspapers, magazines, journals etc shall submit annual performance to the Council.
Also, section 50 of the Central Bank of Nigeria Act 2007 provides that all Banks shall file Annual Return to the Central Bank of Nigeria yearly. MERCHANT SHIPPING ACT, 2007 provides that owners of ships must ensure that their ships are surveyed annually. NIGERIAN COMMUNICATIONS ACT provide that all communication media must file an annual report to the appropriate body, etc.
All corporate entities registered with the Corporate Affairs Commission (CAC) are to file Annual Return yearly failure which attracts penalties per year. Corporate entities include: Companies, Business Names and Incorporated Trustees. See the case of *Marina Nominees Ltd. V. FBIR (1986) LPELR-1839 SC. where the court held that companies are to file Annual Return.*
Previously only companies with share capital are required to file annual return to CAC by virtue of the provisions of *sections 117 to 121 of the Companies Act 1968* During this period Business Names were regulated by the *Registration of Business Names Act 1961 (RBA)* which did not provide for annual return for Business Names. However, *section 669*of the *Companies and Allied Matters Act 1990 (CAMA)* repealed the RBA and section 670 of CAMA 1990 introduced the filing of Annual Return for business names.
Also the enactment of the *Companies and Allied Matters Act, 2020* provides that all corporate entities registered with the CAC are required to file Annual Return excluding the year of incorporation. *See sections 417 to 421 CAMA 2020 for companies annual return, section 822 CAMA 2020 for business names annual return and section 848 CAMA 2020 for incorporated trustees annual return.*
The fees and penalty to file Annual Return depends on the type of corporate entity. Only companies with one member are exempted from filing Annual Return under *section 421 of CAMA 2020*
Filing of Annual Return is an evidence that a corporate entity is operative and active. Otherwise, CAC reserves the right to delist a company that has not filed annual Return for a very long time as it will be taken that such company is not in existence.
Corporate entities who have not filed Annual Return since incorporation can contact a lawyer to assist with this and thereafter apply for an update of status at CAC
Follow us on Facebook @ luminous TMA ATTORNEYS contact us on: [email protected]
