Starting a business in Nigeria is an exciting venture, but the journey doesn’t end with incorporation. Post-incorporation filings are crucial for maintaining compliance and ensuring the smooth operation of your business. Many individuals who have incorporated companies in Nigeria sometimes don’t know the steps to take after incorporation. Many do not know if they are required to file returns or even how to go about their tax registrations and payments.
Here’s why these filings are so important:
- Legal Compliance
Post-incorporation filings ensure that your business remains compliant with the Companies and Allied Matters Act (CAMA).
- Transparency and Accountability
Regular filings promote transparency and accountability. By keeping your records up-to-date, you provide stakeholders, including investors and regulatory bodies, with accurate information about your business.
- Access to Services and Opportunities
Maintaining compliance through post-incorporation filings grants your business access to essential services and opportunities. For instance, only companies that have filed their annual returns can access certain post-incorporation services, such as restructuring or attracting new partnerships.
- Corporate Governance
Good corporate governance practices are supported by regular filings. These filings help in maintaining proper records of directors, shareholders, and other key stakeholders.
- Financial Health
Filing annual returns and other financial documents helps in assessing the financial health of your business.
- Adaptability and Growth
Businesses evolve, and post-incorporation filings allow for necessary changes such as altering the company name, increasing share capital, or changing the business address.
Via this article, businesses will be able to learn post incorporation obligations as it relates to the Corporate Affairs Commission (CAC) for every new and existing company registered under the Companies and Allied Matters Act. Please note that these post incorporation obligations are in line with the provisions of Companies and Allied Matters Act (CAMA).
- Every company must keep a register of its members as provided for under Section 109 (1) – (5) and Section 110(1) – (4). The register shall be kept at the registered address of the company.
- Every company having more than 50 members must keep an index of its members except the register is in such a form as to constitute an index. Section 111, CAMA.
- Section 122 states that all public companies shall keep a register of interest in shares.
- Every public company shall within a period of 6 months from the date of its incorporation hold a general meeting of the members of the company as stated in Section 235 CAMA.
- Every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings held in that year and shall specify such in the notice calling it as stated in Section 237 (1) CAMA. It should be noted that not more than 15 months must elapse between one general meeting and the next.
- Every company shall cause minutes of all proceedings of meetings as provided for under Section 266(1) – (5) to be entered in books for that purpose.
- By virtue of the provisions of Section 271(2) CAMA, any company whose number of directors falls below two, shall within one month of its so falling appoint new directors and it shall not carry on business after the expiration of one month, unless such new directors are appointed.
- The company directors must have their first meeting not later than 6 months after incorporation as stated in Section 289 CAMA.
- Every company shall keep at its registered office, register of its directors and secretaries by virtue of Section 318(1) CAMA.
- Every company must have a company secretary as stated in Section 293(1).
- Every company shall, at least once in every year make and deliver to the commission an annual return in the form containing the matters specified in Sections 417, 418 or 419 of the Act as may be applicable. Provided that accompany need not make a return under the Section either in the year of its incorporation or if not required by Section 237 of the Act or hold an annual general meeting during the following year, in that year.
- Any change in the registered Head Office address of the company must be given to the commission within fourteen days of such a change as provided for under Section 728(2) CAMA.
- Every company after incorporation shall paint or affix its name and registration number on the outside of every office which it carries on business. Section 729(1) CAMA.
- Section 733 CAMA provides that every banking company or insurance company or benefit society shall before it commences business and also in the first Monday in February and first Tuesday in August in every year during which it carries on business submit to the commission a statement in the form, in schedule 14 to the Act.
In conclusion, post-incorporation filings are not just a legal requirement but a strategic practice that supports the growth, transparency, and sustainability of your business in Nigeria. Ensuring timely and accurate filings can save your business from legal troubles and open doors to new opportunities. This aforementioned obligations are however not exhaustive, as the CAC issues various regulations from time to time. However, it is important that every company appoints a company secretary whose duty will be to ensure compliance with the CAC rules and regulations. If you have any questions or comments on the obligations of companies, please reach out to AOC via email at info@aocsolicitors.com.ng.