Corporate Affairs Commission (CAC) – All You Need to Know

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What is the corporate affairs commission? How was it established? Who are the members of the CAC and what is the tenure of membership? Learn more here

You must have heard business people talk about the Corporate Affairs Commission when trying to get a contract, get a loan, or carry out some other sensitive business activities, isn’t it?

Why is the Corporate Affairs Commission in Nigeria so important to corporate organizations? What are the functions of the CAC, how did this body come into being?

This and many other things will be explained in this article.

When we talk about the formation of companies in any country, it must be noted that companies have legal status.

In this article, I’ll share with you the overview of incorporation of companies in Nigeria, and the statutes that brought about the Corporate affairs commission.

What Is The Corporate Affairs Commission?

The Corporate Affairs Commission is a corporate body with perpetual succession and common seal, capable of suing and being sued in its property, for purposes of carrying out is functions which include:

  • Administering the Companies and Allied Matters Act, including the regulation and supervision of company formation, incorporation, registration, management and winding up of companies
  • Establish and maintain company’s registries and offices in all Perform such other functions as may be specified by the Act or any other enactments.
  • More functions to be discussed in this article.

Establishment and History of The Corporate Affairs Commission

The Companies Allied and Matters Decree No. 1 of 1990 which was later amended by Act No. 32 of 1990, in an attempt to modernize laws relating to business transactions established the Corporate Affairs Commission.

There was a need to harmonize the principles of company law which has taken deep root in Nigeria and so, CAC was established the cure the defects of the 1968 Companies Act.

The Companies Act of 1968 was administered by the Federal Ministry of Trade through its Corporate Affairs Division.

There was a company’s registry administered by the Registrar of companies. The registry suffered severe handicaps.

It was not self-accounting, as its budget depended on the budget of the Federal Ministry of Trade.

The Registrar himself, a lawyer was a staff of the Federal Ministry of Justice, posted to the Trade Ministry.

Other Staffs of the Registry were employees of the Ministry of Trade. So, this unsatisfactory arrangement with the attendant bureaucracy grossly hampered the work of the registry.

The supervisory functions of the Companies Registry were totally neglected. There were allegations of delays and corruption.

This greatly hampered the work of the registry as it failed to perform its functions efficiently and effectively.

After considering the structure and administration of the Registry, the Law-reform Commission proposed that a Corporate Affairs Commission be established.

The new establishment will take over the functions of the Companies Registry and to perform other related functions as may be assigned to it.

Membership of the Commission

The Corporate Affairs Commission has membership of 15 persons representing a wide variety of interests which include;

  • Labour
  • Legal profession
  • Accountancy profession
  • Manufacturers’ Association of Nigeria,
  • Association of Small Scale Industries,
  • Institute of Chartered Secretaries and Administrators,
  • Securities and Exchange Commission
  • Ministries of Trade and Tourism
  • Ministry of Finance and Economic Development
  • Ministry of Justice,
  • Ministry of Industry and Internal Affairs
  • Registrar-General of the Commission

There shall be a Chairman, appointed by the President of Nigeria, who must be a person experienced in or has acquired specialist knowledge of corporate, industrial, commercial, financial or economic affairs.

The corporate affairs commission chairman must be able to make outstanding contributions to the work of the Commission.

There is a provision for a Registrar-General of the Commission who is appointed by the Commission and is a member of the Commission.

Tenure of Office of Members of The CAC

  • Members of the Corporate Affairs Commission other than ex-oficio members hold office for five years and are eligible for reappointment for a further term of five years.
  • With the exception of the Registrar-General, members are generally part-time members.
  • The Registrar-General of the Corporate Affairs Commission, must be a legal Practitioner who has been qualified to practice law in Nigeria, for not less than ten years.
  • He must have had experience in company law practice or administration for not less than eight years.
  • The Registrar-General is the Chief Executive of the commission and is subject to the directive of the Commission and also, he is the accounting officer of the Commission.
  • The Registrar-General is entitled to represent the Commission in Legal proceeding in court.

Also Read: Functions of the Nigerian exchange market NSE

Termination of Membership of the Commission

A member of the Commission shall, cease to hold office if;

  • He becomes of unsound mind or is incapable of carrying out his duties
  • He becomes bankrupt or has made arrangements with his creditors
  • He is convicted of felony or any offence involving dishonesty.
  • He is guilty of serious misconduct relating to his duties; or
  • In the case of a person possessed professional qualifications, he is disqualified or suspended from practicing his profession in any part of Nigeria by order of any competent authority made in respect of him personally.

What Are The Functions of the Corporate Affairs Commission

The functions of the Corporate Affairs Commission include:

  • To administer the Act, including the regulation and supervision of the formation, incorporation, registration, management and winding up of companies in Nigeria.
  • To arrange or conduct investigation into the affairs of any company where the interest of shareholders and public to demand;
  • To undertake such other activities that are necessary or expedient fo giving full effect to the provisions of the Act.
  • To establish and maintain company’s registries and officers in all the states
  • To Perform such other functions as may be specified by the Companies and Allied Matters Act, or any other enactments.

Corporate Affairs Commission Forms & Statutory Fees

S/NSUBJECTFEES in Naira (₦)
1Reservation of NameN500.00
2Registration of private company with share capital of N1million or lessN10,000.00
3Registration of private company/Increase in Share Capital above N1million and upto N500millionN5,000.00 for every N1million share capital or part thereof
4Registration of private company/Increase in share capital above N500millionN7,500.00 for every N1million share capital or part thereof
5Registration of Public company/Increase in share capitalN20,000.00 for the first N1million share capital or part thereof
6Registration of Public Company/Increase in share capitalabove N1million and upto N500millionN10,000.00 for every N1million share capital or part thereof
7Registration of Public Company/increase in share capital above N500millionN15,000.00 for every N1million share capital or part thereof
8Registration of Company not having a share capitalN20,000.00
9Filing of notice of exemption of foreign Companies from RegistrationN30,000.00
10Re-instatement/Relisting of company nameN25,000.00
11Registration of charges for private companyN10,000.00 for every N1million or part thereof
12Registration of charges for public companyN20,000.00 for every 1Million or part thereof
13Filing of annual return for a small CompanyN2,000.00
14Filing of annual return for Private company other than a small companyN3,000.00
15Filing of annual return for public companyN5,000.00
16Filing of annual return for company Limited by GuaranteeN5,000.00
17Filing of annual report by foreign companiesN5,000.00
18Filing of statement in form of schedule 14 under section 553N10,000.00
19Filing of notice of merger/acquisitionN50,000.00
20Filing of special resolution for mergerN20,000.00
21Filing of other documents relating to mergerN10,000.00
22Filing of statutory declaration of solvencyN5,000.00
23Registration of appointment of liquidatorN10,000.00
24Registration of resolution for winding upN10,000.00
25Filing of return of final meeting and account of liquidationN5,000.00
26Filing of notice of change of company nameN10,000.00
27Filing of notice of alteration of memorandum and articles of associationN5,000.00
28Filing of notice of changes in particulars of directorsN2,000.00
29Filing of return of allotment and or notice of change in shareholdingN2,000.00
30Filing of notice of change in registered addressN2,000.00
31Filing of notice of appointment of receiverN10,000.00
32Filing of notice of discharge of receiverN5,000.00
33Filing of notice of change of signatureN2,000.00
34Filing of notice of reduction in share capital by public companyN20,000.00
35Filing of notice of reduction in share capital by private companyN10,000.00
36Filing of deed of release by public companyN10,000.00
37Fiiling of deed of release by private companyN5,000.00
38Application for extension of time for holding of annual general meeting by public companyN10,000.00
39Application for extension of time for holding of annual general meeting by private companyN5,000.00
40Letter of Good StandingN10,000.00
41Other filings (miscellaneous)N2,000.00
42Certified true copy of certificate of registrationN10,000.00
43Certified true copies of memorandum and articles of associationN3,000.00
44Electronic SearchN1,000.00per company
45Manual Search by customersN2,000.00 per company file
46Manual Search Report prepared by officers of the CommissionN5,000.00
47Certified true copies of other documentsN2,000.00 per document
48Consent for Restricted NamesN5,000.00

Business Name Registration

S/NSUBJECTFEES in Naira (₦)
50Reservation of Name500
51Registration of business nameReduced from 10,000.00 to 5,000 till 31st Dec. 2018
52Filing of notice of change of business name5,000.00
53Filing of notice of change in business address1,000.00
54Filing of notice of change in proprietorship1,000.00
55Filing of annual return1,000.00
56Filing of notice of cessation of business1,000.00
57Filing of other documents (miscellaneous)1,000.00
58Search on business name file1,000.00 per business name file
59Certified true copy of business name certificate of registration5,000.00
60Certified true copies of other documents2,000.00 per document

Incorporated Trustee

S/NSUBJECTFEES in Naira (₦)
61Reservation of Name500
62Incorporation of trustees30,000.00
63Filing of notice of change of name10,000.00
64Filing of notice of change in trustees10,000.00
65Filing of notice of amendment of constitution6,000.00
66Filing of annual return5,000.00
67Filing of notice of court order for dissolution of incorporated trustees5,000.00
68Filing of other documents (miscellaneous)1,000.00
69Search on incorporated trustees file2,000.00
70Certified true copy of certificate of incorporation10,000.00
71Certifed true copy of constitution5,000.00
72Certified true copy of incorporation form2,000.00
73Certified true copies of other documents2,000.00 per document

PENALTIES

Company Penalties

S/NSUBJECTFEES in Naira (₦)
1Late filing of increase in share capital of public company10,000
2Late filing of increase in share capital of private company5,000.00
3Late filing of annual return for small company3,000.00 per year
4Late filing of annual return for a private company other than a small company5,000.00 per year
5Late filing of annual return for public company10,000 per year
6Late filing of annual return for Company Limited by Guarantee5,000.00 per year
7Late filing of statement in form of schedule 14 under section 553100.00 per day for each director, company secretary and company
8Late filing of notice of appointment of liquidator5,000.00
9Late filing of resolution for winding up500.00 for each director and the company secretary
10Late filing of notice of change of company name5,000.00
11Late filing of notice in alteration of memorandum and articles of association5,000.00
12Late filing of notice/deed of release5,000
13Late filing of notice of changes in particulars of directors5,000.00
14Late filing of return of allotment by public company10,000.00
15Late filing of return of allotment by private company5,000.00
16Late filing of notice of change in shareholding5,000.00
17Late filing of notice of change in registered address50.00 per day for every director, company secretary and company
18Late filing of charges by public company10,000.00
19Late filing of charges by private company5,000.00
20Late filing of other documents (miscellaneous)5,000.00

Business Name

S/NSUBJECTFEES in Naira (₦)
21Late filing of change of business name50.00 per proprietor
22Late filing of notice of change in business address50.00 per proprietor
23Late filing of notice of change in proprietorship50.00 per proprietor
24Late filing of annual return2,500.00
25Late filing of notice of cessation of business1,000

Incorporated Trustees

S/NSUBJECTFEES in Naira (₦)
26Late filing of annual return5,000.00

FORMS
Company

S/NSUBJECTFEES in Naira (₦)
1Set of incorporation forms500.00
2Others100.00 per form

Business Name

S/NSUBJECTFEES in Naira (₦)
1Registration form250.00
2Others100.00 per form

Incorporated Trustees

S/NSUBJECTFEES in Naira (₦)
1Set of incorporation forms1,000.00
2Others100.00 per form
Accreditation5,000.00

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