NIGERIA Law and Practice Contributed by: Yeye Nwidaa, Mariam Olayinka Akinyemi and Toluwalase Oliver-Jude, Jackson, Etti & Edu
• CAMA requirements: all companies are required to prepare and file their annual financial statements with the CAC within 42 days after the AGM. • Publicly quoted companies: companies listed on the (NGX must submit annual financial statements, quarterly reports and corporate governance reports to the NGX in accordance with listing and disclo - sure requirements. They are also subject to con - tinuous disclosure obligations, including the timely reporting of price-sensitive information, insider transactions and material changes in shareholding. • All public companies (whether listed or unlisted) are required to file annual financial statements, quarterly reports and corporate governance reports with the SEC, in addition to meeting any other peri - odic reporting requirements prescribed by the SEC. • Public interest entities are required to file annual financial statements and corporate governance reports with the FRCN. • Insurance operators must submit annual audited financial statements, statutory returns and solven - cy-related reports to the NAICOM in accordance with sectoral regulatory requirements. • Banks and other financial institutions are required to file annual financial statements, bi-annual reports and quarterly reports with the CBN. • Special statutory returns (selected institutions): banks, insurance companies and deposit, provi - dent or benefit societies are also required to file a Statement of Affairs (Fourteenth Schedule) with the CAC on the first Monday of February and the first Tuesday of August each year. 5.2 Corporate Governance Arrangement Disclosure Companies in Nigeria are required to disclose their level of compliance with the NCCG 2018 on an annual basis. This disclosure must clearly outline the extent of compliance and, where applicable, provide expla - nations for any areas of non-compliance. The NCCG compliance report is required to be filed with the FRCN on or before March 31st each year. For publicly listed companies, a governance report must also be submitted to the NGX within the same timeframe.
Furthermore, public companies are required to submit an annual corporate governance report in line with the SEC Corporate Governance Guidelines on or before January 31st each year. Beyond regulatory filings, companies also typically include disclosures on their governance practices within their annual reports, providing stakeholders with broader insight into board structure, governance policies and oversight mechanisms. 5.3 Incorporation and Registration In Nigeria, the CAC is the statutory body responsi - ble for the incorporation and regulation of compa - nies under CAMA. It serves as the central registry for corporate entities, ensuring that businesses operate within a structured legal and regulatory framework. Statutory Filings with the CAC Companies are required to make a range of statu - tory filings to maintain compliance and legal standing, including but not limited to: • annual returns and audited financial statements; • notices of the appointment, resignation or removal of directors; • the appointment or change of company secretary and external auditors; • the allotment or transfer of shares; • an increase or reduction of share capital; • an alteration of the memorandum or articles of association; • a change of the registered office address; and • changes in persons with significant control. These filings are generally accessible to the public and may be inspected or obtained through the CAC portal. often upon the payment of prescribed fees. Non-Compliance Failure to comply with statutory filing obligations within the prescribed timelines may attract penalties, which may take the form of either one-off fines or daily default fines, depending on the nature of the breach. Failure to file annual returns as and when due may also result in the company being classified as inactive on the CAC portal. Continued non-compliance for a
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