NIGERIA Law and Practice Contributed by: Yeye Nwidaa, Mariam Olayinka Akinyemi, Toluwalase Oliver-Jude and Adedoyin Odekilekun, Jackson, Etti & Edu
6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting In Nigeria, companies are subject to various annual and periodic financial reporting obliga - tions to ensure regulatory compliance and pro - mote transparency. These requirements apply generally to all companies, with additional sector-specific obligations imposed by various regulatory bodies, depending on the nature of the company’s operations. The key financial reporting obligations are as fol - lows. • Under CAMA, all companies are required to prepare and file their annual financial state - ments with the CAC, within 42 days after the annual general meeting. • Publicly quoted companies are required to file annual financial statements, quarterly reports and corporate governance reports with the NGX. • Public companies (both quoted and unquot - ed) are required to submit their annual finan - cial statements, quarterly reports and corpo - rate governance reports to the SEC. • Public interest entities are required to file their annual financial statements and corporate governance reports with the FRC. • Insurance companies are mandated to file their annual financial statements with the National Insurance Commission (NAICOM). • Banks and other financial institutions are required to file their annual financial state - ments and quarterly reports with the CBN. • Banks, insurance companies and deposit, provident or benefit societies are 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.
6.2 Disclosure of Corporate Governance Arrangements Companies are required to disclose the extent of their compliance with the NCCG on an annu - al basis, outlining the nature of the company’s compliance and, where applicable, explaining any areas of non-compliance. The report must be filed on the FRC’s portal on or before March 31st each year and, for publicly listed com - panies, must also be filed with the NGX on or before March 31st annually. In addition, public companies are required to submit an annual corporate governance report in compliance with the SEC Corporate Governance Guidelines on or before January 31st. 6.3 Companies Registry Filings The CAC is the regulatory body responsible for incorporating companies in Nigeria. Companies are required to make various filings with the CAC, as needed, including: • annual returns; • notice of appointment/change of director; • notice of share increase; • notice of appointment/change of company secretary; • notice of appointment/change of external auditors; • notice of transfer of shares; • allotment of shares; • alteration of Memorandum; • Statement of Affairs (Fourteenth Schedule); • notice of change of registered address; • notice of change of persons with significant control; and • notice of resolution to wind up. The filings must be made within specific time - frames, and failure to comply can result in pen - alties, which may be a one-off payment or daily penalties, depending on the nature of the filing.
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