Business and corporate world in Nigeria both Private and Public Companies Limited by shares and others are regulated by the Companies & Allied Matters Act. Specifically, section 7 of the Act empowers the Commission to administer the Act including the regulation and supervision of formation, incorporation, registration, management and winding up of companies and businesses in Nigeria. Also unlimited company, company limited by guarantee, business registration under part B, incorporated trustees under part C and other regulations under the Companies Allies Matters Act are all regulated by CAMA LFN 2004. The usual practice is to engage the services of Business lawyers and Commercial law firm in order not to run afoul of the law and to receive proper legal guide in respect of compliance with Corporate Law in Nigeria.
Foreign and local business owners must know and comply with the following mandatory statutory filings which must be filed by a business entity through a company secretary, directors, external solicitors or corporate lawyers at the Commission manually or online via some new innovation introduced by the regulatory body.
Important Statutory Returns & Filings.
|S/N||Listed Statutory Returns||Filing Time Limit|
|1.||Annual Returns||42 days|
|2.||Return of Allotments||1 month|
|3.||Returns on Alteration of Share Capital||1 month|
|4.||Notice of Change of Directors And Secretaries||14 days|
|5.||Registration of Charges||90 days|
|6.||Notice of Increase in Share Capital||15 days|
|7.||Filling of Special Resolution||15 days|
|8.||Returns of Auditors s. 357,362 (2)||14 days|
|9.||Court orders s. 46(9) s. 53 (3) s. 90(4)||14 days|
|10.||Statement By Banks, Insurance, Companies. Applicable only to banks and insurance companies & other financial institutions.||s. 553|
Annual Returns Section 370
Business owners must know that in order to run a business in Nigeria, it is compulsory to file the annual returns by end of the year of each fiscal year of the company within 42 days. The law provides that every company shall at least once in every year make and deliver to Corporate Affairs Commission an annual return in the forms as contained in the matters specified under section 371 or 373 of CAMA LFN 2004 every single year.
Failure to comply by business owner, the company and every director or officer of the company who is in default shall be guilty of an offence and liable to a fine.
Return of Allotments Section 129
An incorporated and registered company in Nigeria that is limited by shares and has made any allotment of its shares, shall ensure that within 1 month, deliver for registration the said allotment at Corporate Affairs Commission. The registration of the allotted or shares which usually include a return of the allotment stating the number and nominal amount of the shares are comprised in the allotment, names, address and description of the allotted, and the amount and also as provided for in section 129 (b), b (i) (ii) (iii) of CAMA 2004.
Notice of Change of Directors and Secretaries – Section 292(4)
A company must note that it is mandatory within 14 days to send or register with the commission a return in the prescribed form containing the particulars specified in the register and notification in the prescribed form of any change among its Directors or in its Secretary or in any of the particulars contained in the register, specifying the date of change.
If default is made by the company or failure to comply with this provision, the company and the officers will be guilty of an offence and liable to fine.
Notice of Increase in Share Capital- Section 102
A company where its Investors or business owners has increased its share capital, shall within 15 days after the passing of the resolution authorizing the increase, give to the regulatory body, notice of increase and the Commission shall accordingly record the increase.
Non- compliance will result in fine for everyday during which the breach of default continues.
Returns of Auditors – Section 357,362 (2)
These sections cover appointment of Auditors for the company; and the law provides that every company shall at each annual general meeting appoint auditors to prepare the financial statements of the company and to hold office until the conclusion of the next annual general meeting. If a company fails to comply to give notice as required by the Act the business owner shall be liable to a fine every day until compliance.
Returns on Alteration of Share Capital
Within 1 month, if a company having share capital has consolidated and divided its share capital into shares of larger amount than its existing shares, converted any shares into stock, re-converted stock into shares, subdivided its shares, cancelled any shares, reduction of share capital under section 105 of the Act it shall within one month after so doing, give notice of it to Corporate Affairs Commission specifying all the above alteration of shares of the company. A breach in complying within time frame of this section of the law, the company and every officer of the company who defaults shall be liable to fine for everyday, which the non-compliance continues.
Filing of Special Resolution – Section 237
It is also necessary to register copies of Special resolution under section 237 and this must be carried out within 15 days after passing or making of such resolutions or agreement as the case may be and subsequently forward to the commission. Non- compliance will attract fine on officers of the company every day until compliance with what the law requires.
Registration of Charges Section 197
Note, 90 days is the time limit imposed on every company to register the following charges with the Commission.
- A charge for the purpose of securing any issue of debentures
- A charge on uncalled share capital of the company
- A charge created or evidences by an instrument which if executed by an individual would require registration of a bill of sale
- A charge on land, where ever situate, and interest there on
- A charge on book debt of the company
- A floating charge on the company
- A charge on calls made but not paid
- A charge on ship or aircraft or any share in the ship
- A charge on goodwill, on patent or license under copy right.
Failure to comply with registration and filing of all the above charges will attract sanction on the company under section 197 of the Act
Statutory Report – Section 211 (6)
All the statutory reports are expected to be file by the Company Secretary as specified by the Act; and Directors shall cause such reports, a copy of statutory report, certified as required by section 211(6) to be delivered to the regulatory body for registration after the sending of the copies to members of the company.
The penalty for non-compliance is fine for everyday during which the default continues.
Court Orders- Section 46(9)
The above section combined with exclusive Jurisdiction of the Federal High Court under Section 251 of 1999 Constitution stipulates that power of the Court in respect of listed items in section 251 and Companies & Allied Matters Act (CAMA) LFN, 2004 provides specific statutory filings of such Court orders and with other requirements of the Commission; and failure to comply will attract fine and penalty on the company.
Statement by Banks, Insurance, Companies- Section 553
Insurance, financial institutions, large companies, businesses like banking, insurance and other large scale investments are required after it commences business, to publish on first Monday in February and first Tuesday in August in every year during which it carries on business, must submit to the commission a statement in the form in fourteenth schedule of the Act.
- A copy of the statement shall be put up in a conspicuous place in the registered office of the company, and every branch office of the company where the business of the company is carried out.
- All shareholders of the company and creditors of the company shall all also be entitled to have a copy of the statement. Failure to comply shall attract fine and sanction of the Commission under section 553 of the Act.
Note, the Company Secretary must keep Statutory Registers or Books of the following:
- Register of Members.
- Register of Interest in Shares.
- Register of Charges.
- Register of Debenture Holder.
- Minute Books.
- Register of Directors and Shareholdings.
- Register of Directors and Secretaries.
- Accounting Records.
Business Owners, Foreign Investors and professionals like Corporate lawyers engaged to carry out all the above statutory filings requirement must also take note of these following statutory returns:
- Returns during receivership.
- Registration of certain resolutions.
- Notice of place where register of members is kept.
- Registration of appointment of receiver or manager.
- Statutory report.
- Copy upon dissolution of company.
- Notice of appointment of liquidator.
- Consummation of merger.
- Notice of resolution to wind up voluntarily.
- Notice of statutory declaration of solvency.
- Returns during receivership.
- Notice of resignation of auditor.
Information on Services of Corporate Affairs Commission in Nigeria
The commercial and corporate services of the commission are as follows:
- Incorporation of Companies (Private Or Public Company Limited Shares, Unlimited Company, Company Limited By Guarantee);
- Registration of Business Names;
- Registration of Incorporated Trustees;
- Conduct of Search on companies and other related corporate services
- Issuance of Certified True Copies of Extracts of Filed Documents;
- Registration of Increase In Share Capital, Mortgage, Debentures and Charges etc;
- Processing The Statutory Filings
- Annual Returns
- Alteration of the Memorandum and Articles of Association
- Addresses, etc;
- Registration of Change of Name;
- Change of Directors;
- Change of Particular Allotment;
- Change of Registered Office Address;
- Registration of Receivership;
- Registration of Appointment of Liquidators;
- Statement of Affairs Pursuant to Section 553;
- Conducting Investigation into the Affairs of the Company, Business Names or Incorporated Trustees;
- Supervising the Management and Winding up of Companies;
- Enforcing Compliance with the Provisions of the Act by Corporate Bodies;
In conclusion,’ ignorance of law is not an excuse’, it advisable to receive proper legal advice from best law firm around in Nigeria in order not to run afoul of the law in the requirement of compulsory statutory filings which may be sanctioned with fine, delisting of company from the commission register, revocation of certificate of registration and other enforcement penalties of the regulatory body.
Therefore, compliance to the law must not be ignored for smooth running of the business by local and foreign investors in Nigeria.
BAM & GAD SOLICITORS
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