Every company is statutorily to at least in every year, make and deliver to the Corporate Affairs Commission (“CAC”) an annual return (the “Return”) in the prescribed form and containing the matters specified in the relevant sections of the Companies and Allied Matters Act (“CAMA”). However, a company need not make the Return under this section either in the year of its incorporation or, if it is not required by section 213 of CAMA to hold an annual general meeting during the following year, in that year.
To file annual returns, the following documents must be submitted to the CAC:
1. Audited financial statements for the relevant financial year/period; and
2. The prescribed form (Form 10 (annual returns for a small company), Form 10A (annual returns for a company having shares other than a small company) or Form 10B (Annual returns for a company limited by guarantee).
It is important to complete the correct form relevant to each company as each form contains the precise matters which each type of company is required to report on in line with the provision of CAMA. While CAMA does not prescribe a penalty for submitting the inappropriate annual returns form, the CAC will reject the submission of an inappropriate form.
While it is clear that the relevant form for a company limited by Guarantee is Form 10B, private companies limited by shares have to know whether the applicable form for their company is Form CAC 10A or Form CAC 10. CAMA provides clarification in this regard by defining a small company. Section 351 of CAMA provides that a company qualifies as a small company in a year if for that year, the following conditions are satisfied:
1. it is a private company having a share capital;
2. its turnover for that year is not more than N2 million or such amount as may be fixed by the CAC;
3. its net assets value is not more than N1 million or such amount as may be fixed by the CAC;
4. none of its members is an alien;
5. none of its members is a Government or a Government corporation or agency or its nominee; and
6. the directors between them hold not less than 51 per cent of its equity share capital.
A company must meet all the requirements in the year for which it is filing the annual returns for it to qualify as a small company and use the Form CAC 10. All other private companies having shares other than a small company are required to complete the Form CAC 10A.
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