Every company registered in Nigeria is required to file its annual returns with the Corporate Affairs Commission (“CAC”) once a year. The annual return form is required to be filed within forty-days after the Annual General Meeting and the form is to be signed by both a director and the Company Secretary. However, the Company Secretary’s role with regard to the filing of the annual return extends beyond co-signing the form and may be summarized as follows:
a. acting as a pivotal interface between the Accounts/Tax Department, the Auditors and the Board of Directors during the preparation of the audited accounts (the audited accounts are required to be annexed to the annual return form);
b. liaising closely with the Auditors to ensure that all corporate information contained in the audited accounts is correct; s/he will also be responsible for signing the Directors’ report in the audited accounts on behalf of the Board of Directors;
c. responding to the audit confirmation letter relating to any changes in the company’s Directors, Shareholders and details of meetings and the resolutions passed within the relevant financial year;
d. Following up on the approval of the audited accounts by the Directors and the adoption of the accounts by the Shareholders at the Annual General Meeting.
As the annual return is required to be filed by prescribed deadlines, the Company Secretary ensures that the deadlines are met. The Company Secretary’s role requires him/her to actively work towards both greater cohesion in the company and integrity, transparency and timeliness in meeting its reporting obligations.
 Section 370 Companies and Allied Matters Act Laws of the Federation of Nigeria 2004 (“CAMA”)
 Section 374 CAMA
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