Late CAC annual returns: penalties, inactive status and how to catch up

Penalties for late filing

CAMA 2020 makes the company and its officers liable to penalties for failing to file annual returns (section 425). In a circular of 2 November 2023, CAC announced that from 1 January 2024 it would fully apply the penalties in the Companies Regulations 2021, against the company and against each director and officer. For directors and officers, penalties now accrue daily rather than as a single flat fee.

Penalty amounts are set by CAC's fee schedule and change over time, so check the current figures on the portal when you file.

CAC can hold back other services

Until your returns and any penalties are up to date, CAC may decline post-incorporation services. That can block changes you actually need, such as appointing a new director, transferring shares or changing your registered address, often at the moment a deal or a bank account depends on it.

Inactive status and striking off

An entity that keeps defaulting can be shown as inactive on CAC's register, and can ultimately be struck off. CAMA 2020 allows CAC to strike off companies that have been dormant for at least 10 years (section 692), and to deregister companies that fail to file annual returns for 10 consecutive years (section 425(3)).

CAC uses this power. In July 2024 it announced plans to delist about 91,000 dormant companies, and gave them 90 days to file their outstanding returns. In July 2026 it listed another 100,000; see our guide to the CAC strike-off list.

Being struck off does not end your obligations: the liabilities of directors, officers and members can still be enforced as if the company had not been struck off (section 692(5)).

Restoring a struck-off company

• Restoration is by order of the Federal High Court (CAMA 2020, section 692), not by application to CAC. The company, a member or a creditor can apply.
• Time limits apply: within 10 years of CAC publishing the striking off, or within 2 years if the company struck itself off voluntarily.
• After the order, the company files it with CAC, pays the relisting fee and files all outstanding annual returns.

It is far cheaper and quicker to catch up before it gets that far.

How to catch up on missed returns

1. Check your status on CAC's public search. Our guide to checking company status shows how.
2. List the missing years. Work out every year a return was due and not filed. The deadline checker helps with the dates.
3. Gather the records for each year: directors, shareholding, address and, for companies, AGM dates and financial statements.
4. File each outstanding year on CAC's online portal and pay the penalties due.
5. Keep every acknowledgement, and set reminders so it doesn't happen again.