Mandatory Filings for Companies Under the Companies And Allies Matters Act (CAMA) 2020

By Oluseyi Ugonna Ajayi

INTRODUCTION

The Companies and Allied Matters Act(CAMA) 2020 was signed into law on 7^th August 2020. It is an amendment to the repealed Companies and Allied Matters Act, 1990. CAMA regulates and supervises the formation, registration, and incorporation of all companies and businesses in Nigeria.

1. Appointment of supervisor in a company voluntary arrangement

Notice of his appointment as Supervisor shall be filed with the Commission within 14 days of his appointment.

2. BI-ANNUAL STATEMENTS BY INCORPORATED TRUSTEES, pursuant to Section 845 of the Companies and Allied Matters Act, (CAMA) 2020.

The bi-annual statements required under the Act shall be in FORM CAC/IT 5 and shall be made up to the 30th day of June and 31st day of December each year and filed not later than 15th day of July and 15th day of January following.

3. TIMELINE FOR FILING OF POST-INCORPORATION APPLICATIONS FOR INCORPORATED TRUSTEES

Save for Annual Returns, Bi-annual Statements and Miscellaneous filings, all post-incorporation applications for Incorporated Trustees shall be filed with the Commission within 15 days of the date of passing the resolution provided that applications that are required to be published shall not be processed before the expiration of 28 days after the last publication.

4. FILING OF BRIEFS AND EXCHANGE OF PLEADINGS

(1) Parties shall file briefs (electronically or otherwise) with the Administrative Proceedings Committee and serve each other notice of same not later than 10 working days from service of the hearing notice.

(2) Parties may file and serve each other further documents not later than five working days from filing and service of the initial pleadings on each other.

5. Application to register a company

It shall entail basic information about the company as stipulated in the regulation.

6. Notice of financial year end or changes therein, pursuant to S. 377(4) of CAMA 2020.
7. Notice of change of name of a company, pursuant to S. 30
8. Application for re-registration of company, pursuant to S. 55-77
9. Director’s solvency statement which shall be sworn at the registry of a court before the commissioner for oaths, pursuant to S. 57(2b)
10. Return of allotment shares. S. 154
11. Notice of consolidation, sub-division, redemption of shares of shares or re-conversion of shares into stocks. Pursuant to S. 125, 182 and 418(2)
12. Notice of registered or head office address. S. 728
13. Appointment of director: all appointments of directors must be filed to the Corporate Affairs Commission (CAC) pursuant to S. 321
14. Notice of vacation of office/ removal/ resignation of director: This form shall be authorised by a director, secretary, or any other authorised officer of the company and filed to the CAC pursuant to section 284 and 288.
15. Notice of change in particulars of directors. S. 321
16. Appointment of secretary. S. 330
17. Notice of removal of secretary. S. 333
18. Notice of change of particulars of secretary. S. 337& 338
19. Particulars of charge, pursuant to S. 222. This form must be delivered to the Commission for registration within 90 days beginning with the day after the date of creation of the charge. If delivered outside of the 90 days, it will be rejected unless it is accompanied by a court order extending the time for delivery. A certified copy of the instrument must be enclosed with this form.

Basic types of charge include:

1. charge for the purpose of securing any issue of debentures;
2. charge on uncalled share capital of the company;

• charge created or evidenced by an instrument which if executed by an individual would require registration as a bill of sale;

1. charge on land, wherever situate, or any interest therein, but not including a charge for rent or other periodical sum issuing out of land;
2. charge on book debts of the company;
3. floating charge on the undertaking or property of the company;

• charge on calls made but not paid;
• charge on a ship or aircraft or any share in a ship; and

1. charge on goodwill, or on any intellectual property.
2. Statement of satisfaction in whole or in part of a charge. S. 229
3. Notice of appointment of an administrator, receiver, receiver manager or supervisor for company.

The stated appointees would make a statutory declaration before a commissioner for oaths or notary public. Pursuant to section 442, 455, 550, 585 and 654

22. notice of cessation to act as a receiver, receiver manager, administrator or supervisor. S. 559
23. Application for striking off by a company:on dissolution all property and rights whatsoever vested in or held on trust for the company immediately before its dissolution, including leasehold property (but not including property held by the company on trust for any other person) shall, subject and without prejudice to any order which may at any time be made by the Court under section 691 or 692 of this Act, be deemed to be vested in the State without further assurance, as bona vacantia.
24. Notice of statutory declaration of solvency. S. 625
25. Notice of resolution of voluntary winding up. S. 621 & 634
26. Appointment of liquidator. S. 631 & 641
27. Notice of return of final meeting. S. 631 & 641
28. Notice of fourteenth schedule. S. 733
29. Annual return form. S. 417-424
30. Extension of time to hold annual general meeting. S. 237
31. Notice of exemption of foreign company. S. 80
32. Annual report of exempted foreign company. S. 57
33. Notice of persons with significant control. S. 119
34. Notice of change in details or shares of persons with significant control. S. 119
35. Application for accreditation of professional/agent.
36. Application for accreditation of insolvency practitioners.
37. Application for creation of an electronic account.
38. Application to register a Limited Liability Partnership (LLP). S. 753
39. Notice of change in registered office or head office address. S. 755
40. Application for change of name: for LLP and must be authorised by a designated partner of the LLP, pursuant to section 758.
41. Notice of change in particulars of partners. S. 764
42. Admission of partner of a limited liability partnership. S. 764(2)
43. Notice of cessation of partner of a limited liability partnership. S.764(2)
44. Annual return of limited liability partnership. S. 733
45. Application to register a limited partnership (LP). S. 798
46. Notice of change in principal place of business or branch address. S. 800
47. Notice of change in name of limited partnership. S. 800
48. Annual return of limited partnership. S. 773 & 807
49. Notice of change/correction in particulars. Of partner of a limited partnership. S. 800
50. Notice of change in objects limited partnership. S. 800
51. Notice of cessation of limited partnership. S. 806(3)
52. Application to register business name. S. 814
53. Notice of change in principal place of business or branch address. S. 818
54. Change of name. S. 818
55. Notice of change in objects of business name. S. 818
56. Notice of change/correction in particulars. S. 818
57. Annual return of business names. S. 822
58. Incorporated trustees’ application form. S. 823
59. Change of name of incorporated trustees. S. 832
60. Replacement/appointment and change in particulars of a trustee. S. 834
61. Incorporated trustees annual return. S. 848
62. Bi-annual statement of affairs of incorporated trustees. S. 845
63. Notice of merger of incorporated trustees. S. 849
64. Notice of alteration of constitution of incorporated trustee. S. 833

CONCLUSION

It is important to know that there are consequences attached to not adhering strictly to the methods stipulated in the Act. This is indicated in Section 862 which is produced verbatim below:

1) Subject to the provisions of subsections (2) and (3), if any person in any return, report, certificate, balance sheet, or other document required by, or for the purpose of any of the provisions of this Act, wilfully makes a statement which is false in any material particular knowing it to be false, he commits an offence and is liable

– (a) on conviction to imprisonment for a term of two years; and

(b) in the case of a company, to fine as the Court deems fit for every day the default continues.

2) A company which makes a statement in its annual returns which is false in any material particular shall in respect of each year of any such returns be liable to a penalty prescribed in the Commission’s regulations if it is a small company or in any other case.

3) Nothing in this section shall affect the provisions of any enactment imposing penalties in respect of perjury in force in Nigeria.

REFERENCES

1. Companies and Allied Matters Act, 2020
2. Companies Regulation, 2021.

The writer, Oluseyi Ugonna Ajayi is currently a legal intern at Elcrest Exploration and Production LTD and a law student of Adekunle Ajasin University, Akungba-Akoko, Ondo state.