CAC Post Incorporation Guide

The CAC post-incorporation provides an opportunity for improvement and an online registration portal that enables an update on statutory uploaded documents. This means that after incorporation, companies can modify existing records with the CAC and file documents on the CAC portal.

Previously, CAC post-incorporation filings for changes to the structure and composition of registered companies were accomplished by physically visiting the Commission’s offices and filing the necessary documents.

Changes in shareholding and ownership, changes in directorship, increases and decreases in authorized share capital, changes in constitutional documents or other corporate documents, and notification of winding up and cessation of business are all required filings/updates that can be completed during CAC post-incorporation changes.

What is Post-incorporation in CAC?

CAC Post Incorporation

This is a system that has been adopted by the corporate affairs commission to fill and update some essential documents of a company on the CAC portal. These documents are vital documents, which are stipulated by the Company and Allied Matters Act.

The current automation system adopted by the Commission on the filling and updating these statutory documents has wiped out the era of physical submission of these documents. These documents can be filed through certain required processes, which we will consider as we proceed on the CAC portal.

We believe that the automation of the procedure will increase registered entities’ compliance with their post-incorporation commitments. However, the CAC must guarantee that suitable safeguards are in place to ensure that the data and other information of organizations and individuals under its control are safely stored under the country’s data protection rules.

How do I create a CAC post-incorporation account?

Before anyone can go through the process of filling out the CAC post-incorporation statutory documents, the individual or entity must have registered such an account with CAC. The registration process is straightforward for anyone to go through easily.

Below are a few quick steps to register an account with the commission post-incorporation portal:

  • Log in to the post-incorporation portal or click here
  • Fill out the form, providing accurate information with all the required information on the form
  • Finally, click on the section with ‘Register’

Please, if you are an accredited agent of the CAC, you can register on the post-incorporation portal using your accreditation details. This is to gain the opportunity to link the two accounts together.

To do this, ensure that the email account you fill in the form with is the same one you filled out and are using as an accredited agent of CAC. But perhaps there is a change. You can walk to any CAC branch office to have your accreditation details updated.

CAC Post Incorporation Forms

The post-incorporation forms are those documents that are statutorily important that a company must file with CAC when there is a major change in the documents filed during the incorporation of the business entity. Below are some of the statutory post-incorporation forms that must be filed with CAC:

  • CAC 1 Name Reservation and Availability Check
  • CAC 1 Change of Name Reservation Form and Name Check For Availability
  • CAC 1.1 Application for Registration Form
  • CAC 1.1 Continuation Page for First Directors
  • CAC 2.1 Appointment/Change of Company Secretary
  • CAC 2.4 Notice of Change in the Authorized Share Capital of the Company
  • CAC 2A Return of Allotment (Post Incorporation)
  • CAC 2.7 Request for a Company’s Re-Registration and Conversion
  • CAC 3 Notice of Situation/Change of Registered Address
  • CAC 7A Notice of Change of Directors, or in the Name, Residential Address, or Postal Address of Directors
  • CAC 8 Particulars of Charge
  • CAC 9 Verification Memorandum of Charge Satisfaction Declaration
  • CAC 10 Small Company Annual Return
  • CAC 10A Annual Return for a Company Apart From a Small Business With Shares
  • CAC 10B Limited Liability Company’s Annual Report
  • CAC 10C Annual Report of Foreign Companies under Exemption
  • CAC 11 Statement by the Liquidator for a Pending Liquidation and Sales of Unclaimed Assets
  • Application for Business Name Registration
  • CAC/BN/2 Notice of Change in Business Name
  • CAC/BN/6 Notice of Cessation of Business
  • CAC/BN/7 Business Name Annual Returns
  • CAC/IT 1 Incorporated Trustees Application Form
  • CAC/IT 2 Change of Incorporated Trustee Name
  • CAC/IT 3 Changes of Trustees
  • CAC/IT 4 Annual Returns (Incorporated Trustees)

How Can I Download CAC Post Incorporation Forms?

CAC Post Incorporation

The major reason why most business entities leave the post-incorporation fillings in the hands of professionals is because they find it difficult to download these post-incorporation forms. When there is a major change in a company after incorporation, the company must download the post-incorporation form related to the changes, which may affect the information provided during company registration, and file the changes with CAC.

Here is how you can download any post-incorporation form that relates to statutory changes that can occur in a registered company:

  • Assess the CAC’s official website or click here
  • Scroll to the drop-down menu on the website
  • From the list, click on ‘Resources’
  • Below is the list of forms for forwarding applications to CAC

The fastest means of getting to this post-incorporation page is to go to: https://www.cac.gov.ng/resources/

How to File CAC Post Incorporation Form

It is important to note that it is irrelevant to download post-incorporation forms when you wish to file your statutory post-incorporation forms online. This is because, in the process of filling out the form, you will be provided with the form to fill on the portal. The need to download the form is important when you desire the help of professionals. Below are the steps to file the CAC post-incorporation form:

  • Log on to the CAC post-incorporation portal or click here
  • Register an account as a user, don’t register as an accredited agent
  • From the list of companies, select the one your company falls under
  • Select from the list of post-incorporation forms the one that best suits your filling
  • Complete the required information on the form and proceed to the online payment portal
  • Make your payment and confirm it.
  • On approval of your post-incorporation updates by the Commission, download the online receipt and the approval copy of the form.

List of Information Required for CAC Post Incorporation Filling

Different post-incorporation documents have different requirements. For clarity, we will list the requirements of some post-incorporation documents.

Requirements for Filing Annual Returns

  • A copy of each balance statement and profit and loss account was presented to the firm in a general meeting throughout the period covered by the return.
  • Each balance sheet is accompanied by a copy of the auditors’ report and the directors’ report.
  • A document signed by a director and the secretary stating that the company has not published any offer to the public to subscribe to its shares or debentures from the last return or incorporation, whichever is the case.

Requirements to File a Change of Company Name

  • Approval form for the new name
  • A director and secretary, or two directors, must sign a special resolution to change the name.
  • A signed memorandum and articles of incorporation indicating the new name.
  • An application signed by a director and secretary or two directors outlining the reasons for the name change.
    Cancellation of the company’s original certificate of establishment.
  • Annual returns must have been updated.
  • Section 553, CAMA filing where relevant, has been updated.
  • Fees for filing must be paid.
  • Within 15 days of the passage of the special resolution for a name change, an application for a change of company name must be filed with the Commission.
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Requirements to File Alteration of Memorandum and Articles of Association

  • Special resolution for changing the memoranda and articles, signed by the company director and secretary or two directors, indicating the changed terms or articles
  • Duly stamped memorandum and articles of incorporation indicated ‘as Altered’ and reflecting the changed clauses and/or provisions.
  • Annual returns have been updated.
  • Where applicable, section 553 filings have been updated.
  • Proof of payment of FRC annual dues
  • Fees must be paid.
  • Notice of alteration of memorandum and or articles of association must be filed with the Commission within 15 days of the signing of the decision unless the alteration pertains to the company’s business or component. In such a case, it must be filed with CAC within 15 days after the 28 days for proposal to the court for withdrawal of the memorandum and or articles of association.

Requirements for Change of Directors

The following are the requirements for filing a notice of change in the directorship of a company:

  • A director and secretary, or two directors, must sign a resolution to remove or appoint a director(s).
  • Form duly completed for notice of changes in directorship particulars
  • Where applicable, a letter of permission
  • Where applicable, a residence permit
  • If applicable, a letter of resignation
  • Where relevant, a death certificate for the departed director
  • The annual return filing has been updated.
  • Where applicable, section 553 filings have been updated.
  • Notice of the removal or appointment of a director must be submitted to the Commission within 14 days of the resolution authorizing the action.

Requirements for the Change of Secretary

The following are the requirements for filing a notification of appointment or change of secretary:

  • Board of Directors or corporate resolution signed by two directors
  • Form duly completed for the particulars of a company’s secretary
  • Annual return filing must have been updated.
  • Where applicable, section 553 filings have been updated.
  • Fees must be paid.
  • Notice of appointment or change of secretary must also be filed with Commission before 14 days of the resolution’s passage.

Requirements For Notice of Change in Registered Office

The following are the requirements for filing a notice of change of registered office address:

  • A resolution to modify the company’s registered office address must be signed by a director and secretary or two directors
  • Notice of change of registered address duly completed
  • Annual return filing must have been updated.
  • Where applicable, section 553 filings have been updated.
  • Fees must be paid.
  • A notice of change in registration address must be filed with the Commission before 14 days of the resolution. The office address must be a physical and traceable address in Nigeria.

Requirement for Return of Re-Allotment of Shares

To file a return of share allocation, the following criteria must be met:

  • Two business directors must have signed a special resolution.
  • Properly completed return of allotment form
  • Whenever necessary, the corporation will decide to renounce its shares.
  • Submission of an updated annual return
  • Update the section 553 filing if necessary.
  • Proof of annual FRC dues being paid
  • Fees must be paid
  • Within one month of the allocation, the return of allotment must be lodged with the Commission.

Requirements for Registration of Merger and Acquisition

The following criteria must be met for a merger notification to be registered:

  • Each firm in the proposed merger must have passed a unique resolution.
  • A Court Order
  • Evidence of court orders published in at least one newspaper and the Gazette
  • Each dissolved company’s original certificate of incorporation for cancellation
  • Returns are updated annually.
  • If appropriate, updated section 553 filing
  • Fees must be paid
  • Within 15 days following its passage, the special resolution must be submitted to the Commission.
  • Within 15 days after the court order’s issuance, a notice of the sanctioning of the plan must be filed with the Commission.

Requirements for Application For Certified True Copies CTC

The following requirements for certified true copies (CTC) of filed documents must be met:

  • Application properly completed
  • Fees must be paid
  • Latest update annual return
  • If the application is submitted on the company’s behalf or the directors’ or secretary’s behalf

CAC Post Incorporation Fees

CAC Post Incorporation

The fact remains that the CAC post-incorporation fillings are not free. There are charges levied by the Commission on these post-integration incorporation fillings.

To get a clear fee for the post-incorporation activities of the Commission, we will segment the fees according to the three categories of CAC registrations.

Post Incorporation Registration Fee of Companies Under Part A of CAMA

  • Form001: Registration of Increase in Share Capital of Public company – ₦20,000.00 for every ₦1 million
  • Form002: Registration of Increase in Share Capital of a Private Company—$10,000.00 per million shares increased.
  • Form003: Filing of Notice of Exemption by foreign companies – ₦30,000.00
  • Form004: Re-instatement of Company Name- ₦10,000.00
  • Form005: Filing of Annual Returns – ₦1,000.00
  • Form006: Filing of Annual Reports by Foreign Companies – ₦5,000.00
  • Form007: Filing of Statement of Affairs (Section 636) – ₦5,000.00
  • Form008: Filing of Notice of Merger/Acquisition – ₦10,000.00
  • Form009: Filing of Statutory Declaration of Solvency – ₦5,000.00
  • Form010: Registration of Appointment as Liquidator – ₦10,000.00
  • Form011: Change of Company’s Name – ₦10,000.00
  • Form012: Certified True Copy of Memorandum and Articles of Association—3,000.00
  • Form013: Certified True Copy of Certificate of Incorporation – ₦6,000.00
  • Form014: Certified True Forms CO2, CO6, CO7 (each) – ₦2,000.00
  • Form015: Certified True Copy of all other documents – ₦2,000.00
  • Form016: Alteration of Memorandum and Articles of Association – ₦5,000.00
  • Form017: Deed of Release – ₦2,000.00
  • Form018: Changes in Forms CO2 and CO7 – ₦2,000.00
  • Form019: Penalties for Late Filing of documents (other than Increase in Share Capital) – ₦2,000.00
  • Form021: Penalty for Late Filing of Increase in Share Capital – ₦4,000.00
  • Form022: Miscellaneous (Filing of other documents) – ₦5,000.00
  • Form023: Same Day Incorporation (excluding filing fees) – ₦50,000.00

Post Incorporation Fees For Business Name Registration

  • Form 001: Registration of Business Name – ₦4,000.00
  • Form 002: Change of Name – ₦2,000.00
  • Form 003: Business Name Search – ₦500.00
  • Form 004: Change of Partnership – ₦1,000.00
  • Form 005: Change of Address – ₦1,000.00
  • Form 006: Certified True Copy of a Business Name Certificate – ₦1,000.00
  • Form 007: Filing of Annual returns – ₦300.00
  • Form 008: Business Name Registration Form – ₦250.00

Post Incorporation Fees For Incorporated Trustees

  • Form001: Registration of Incorporated Trustees – ₦20,000.00
  • Form002: Change of Name – ₦10,000.00
  • Form003: Change of Trustees – ₦10,000.00
  • Form004: Incorporated Trustees Search – ₦500.00
  • Form005: Filing of Dissolution of Trustees – ₦1,000.00
  • Form006: Certified True Copy of Certificate – ₦5,000.00
  • Form007: Filing of Annual returns – ₦1,000.00
  • Form008: Incorporated Trustees Registration Form- ₦500.00

How To Make CAC Post Incorporation Payment

Below are the procedures to make payments on the post-incorporation portal

  • Log on to the CAC post-incorporation portal or click here
  • Register an account as a user, don’t register as an accredited agent
  • From the list of companies, select the one your company falls under
  • Select from the list of post-incorporation forms the one that best suits your filling
  • Complete the required information on the form and proceed to the online payment portal
  • Generate Remita for payment
  • Pay in any commercial bank of your choice and confirm the transaction.

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