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/N | SUBJECT | FEES in Naira (₦) |
|---|---|---|
| 1 | Reservation of Name | N500.00 |
| 2 | Registration of private company with share capital of N1million or less | N10,000.00 |
| 3 | Registration of private company/Increase in Share Capital above N1million and upto N500million | N5,000.00 for every N1million share capital or part thereof |
| 4 | Registration of private company/Increase in share capital above N500million | N7,500.00 for every N1million share capital or part thereof |
| 5 | Registration of Public company/Increase in share capital | N20,000.00 for the first N1million share capital or part thereof |
| 6 | Registration of Public Company/Increase in share capitalabove N1million and upto N500million | N10,000.00 for every N1million share capital or part thereof |
| 7 | Registration of Public Company/increase in share capital above N500million | N15,000.00 for every N1million share capital or part thereof |
| 8 | Registration of Company not having a share capital | N20,000.00 |
| 9 | Filing of notice of exemption of foreign Companies from Registration | N30,000.00 |
| 10 | Re-instatement/Relisting of company name | N25,000.00 |
| 11 | Registration of charges for private company | N10,000.00 for every N1million or part thereof |
| 12 | Registration of charges for public company | N20,000.00 for every 1Million or part thereof |
| 13 | Filing of annual return for a small Company | N2,000.00 |
| 14 | Filing of annual return for Private company other than a small company | N3,000.00 |
| 15 | Filing of annual return for public company | N5,000.00 |
| 16 | Filing of annual return for company Limited by Guarantee | N5,000.00 |
| 17 | Filing of annual report by foreign companies | N5,000.00 |
| 18 | Filing of statement in form of schedule 14 under section 553 | N10,000.00 |
| 19 | Filing of notice of merger/acquisition | N50,000.00 |
| 20 | Filing of special resolution for merger | N20,000.00 |
| 21 | Filing of other documents relating to merger | N10,000.00 |
| 22 | Filing of statutory declaration of solvency | N5,000.00 |
| 23 | Registration of appointment of liquidator | N10,000.00 |
| 24 | Registration of resolution for winding up | N10,000.00 |
| 25 | Filing of return of final meeting and account of liquidation | N5,000.00 |
| 26 | Filing of notice of change of company name | N10,000.00 |
| 27 | Filing of notice of alteration of memorandum and articles of association | N5,000.00 |
| 28 | Filing of notice of changes in particulars of directors | N2,000.00 |
| 29 | Filing of return of allotment and or notice of change in shareholding | N2,000.00 |
| 30 | Filing of notice of change in registered address | N2,000.00 |
| 31 | Filing of notice of appointment of receiver | N10,000.00 |
| 32 | Filing of notice of discharge of receiver | N5,000.00 |
| 33 | Filing of notice of change of signature | N2,000.00 |
| 34 | Filing of notice of reduction in share capital by public company | N20,000.00 |
| 35 | Filing of notice of reduction in share capital by private company | N10,000.00 |
| 36 | Filing of deed of release by public company | N10,000.00 |
| 37 | Fiiling of deed of release by private company | N5,000.00 |
| 38 | Application for extension of time for holding of annual general meeting by public company | N10,000.00 |
| 39 | Application for extension of time for holding of annual general meeting by private company | N5,000.00 |
| 40 | Letter of Good Standing | N10,000.00 |
| 41 | Other filings (miscellaneous) | N2,000.00 |
| 42 | Certified true copy of certificate of registration | N10,000.00 |
| 43 | Certified true copies of memorandum and articles of association | N3,000.00 |
| 44 | Electronic Search | N1,000.00per company |
| 45 | Manual Search by customers | N2,000.00 per company file |
| 46 | Manual Search Report prepared by officers of the Commission | N5,000.00 |
| 47 | Certified true copies of other documents | N2,000.00 per document |
| 48 | Consent for Restricted Names | N5,000.00 |
Business Name Registration
| S/N | SUBJECT | FEES in Naira (₦) |
|---|---|---|
| 50 | Reservation of Name | 500 |
| 51 | Registration of business name | Reduced from 10,000.00 to 5,000 till 31st Dec. 2018 |
| 52 | Filing of notice of change of business name | 5,000.00 |
| 53 | Filing of notice of change in business address | 1,000.00 |
| 54 | Filing of notice of change in proprietorship | 1,000.00 |
| 55 | Filing of annual return | 1,000.00 |
| 56 | Filing of notice of cessation of business | 1,000.00 |
| 57 | Filing of other documents (miscellaneous) | 1,000.00 |
| 58 | Search on business name file | 1,000.00 per business name file |
| 59 | Certified true copy of business name certificate of registration | 5,000.00 |
| 60 | Certified true copies of other documents | 2,000.00 per document |
Incorporated Trustee
| S/N | SUBJECT | FEES in Naira (₦) |
|---|---|---|
| 61 | Reservation of Name | 500 |
| 62 | Incorporation of trustees | 30,000.00 |
| 63 | Filing of notice of change of name | 10,000.00 |
| 64 | Filing of notice of change in trustees | 10,000.00 |
| 65 | Filing of notice of amendment of constitution | 6,000.00 |
| 66 | Filing of annual return | 5,000.00 |
| 67 | Filing of notice of court order for dissolution of incorporated trustees | 5,000.00 |
| 68 | Filing of other documents (miscellaneous) | 1,000.00 |
| 69 | Search on incorporated trustees file | 2,000.00 |
| 70 | Certified true copy of certificate of incorporation | 10,000.00 |
| 71 | Certifed true copy of constitution | 5,000.00 |
| 72 | Certified true copy of incorporation form | 2,000.00 |
| 73 | Certified true copies of other documents | 2,000.00 per document |
PENALTIES
Company Penalties
| S/N | SUBJECT | FEES in Naira (₦) |
|---|---|---|
| 1 | Late filing of increase in share capital of public company | 10,000 |
| 2 | Late filing of increase in share capital of private company | 5,000.00 |
| 3 | Late filing of annual return for small company | 3,000.00 per year |
| 4 | Late filing of annual return for a private company other than a small company | 5,000.00 per year |
| 5 | Late filing of annual return for public company | 10,000 per year |
| 6 | Late filing of annual return for Company Limited by Guarantee | 5,000.00 per year |
| 7 | Late filing of statement in form of schedule 14 under section 553 | 100.00 per day for each director, company secretary and company |
| 8 | Late filing of notice of appointment of liquidator | 5,000.00 |
| 9 | Late filing of resolution for winding up | 500.00 for each director and the company secretary |
| 10 | Late filing of notice of change of company name | 5,000.00 |
| 11 | Late filing of notice in alteration of memorandum and articles of association | 5,000.00 |
| 12 | Late filing of notice/deed of release | 5,000 |
| 13 | Late filing of notice of changes in particulars of directors | 5,000.00 |
| 14 | Late filing of return of allotment by public company | 10,000.00 |
| 15 | Late filing of return of allotment by private company | 5,000.00 |
| 16 | Late filing of notice of change in shareholding | 5,000.00 |
| 17 | Late filing of notice of change in registered address | 50.00 per day for every director, company secretary and company |
| 18 | Late filing of charges by public company | 10,000.00 |
| 19 | Late filing of charges by private company | 5,000.00 |
| 20 | Late filing of other documents (miscellaneous) | 5,000.00 |
Business Name
| S/N | SUBJECT | FEES in Naira (₦) |
|---|---|---|
| 21 | Late filing of change of business name | 50.00 per proprietor |
| 22 | Late filing of notice of change in business address | 50.00 per proprietor |
| 23 | Late filing of notice of change in proprietorship | 50.00 per proprietor |
| 24 | Late filing of annual return | 2,500.00 |
| 25 | Late filing of notice of cessation of business | 1,000 |
Incorporated Trustees
| S/N | SUBJECT | FEES in Naira (₦) |
|---|---|---|
| 26 | Late filing of annual return | 5,000.00 |
FORMS
Company
| S/N | SUBJECT | FEES in Naira (₦) |
|---|---|---|
| 1 | Set of incorporation forms | 500.00 |
| 2 | Others | 100.00 per form |
Business Name
| S/N | SUBJECT | FEES in Naira (₦) |
|---|---|---|
| 1 | Registration form | 250.00 |
| 2 | Others | 100.00 per form |
Incorporated Trustees
| S/N | SUBJECT | FEES in Naira (₦) |
|---|---|---|
| 1 | Set of incorporation forms | 1,000.00 |
| 2 | Others | 100.00 per form |
| Accreditation | 5,000.00 |
|---|
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This is a great improvement on what used to be the norm before now, where torts have taken over the affairs of the commission.This torts are given legitimacy by been registered as Accredited Agents. Their collaborators who are staff of the commission owns and runs bussiness centres a stone throw away from the Commission’;s headquarters. The website was hitherto unaccessible. Thanks for this positive change, hope this new trend will be upheld and continue to be improved upon. kudos to the new management team.
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