A company's board or shareholding often shifts mid-year. The annual return is not where that change gets reported first.
Why a mid-year change does not wait for the annual return
CAMA treats a change of directors, shares or significant control as its own event, with its own notice and its own deadline. The annual return comes later and simply confirms the position for the year as a whole.
Treating the return as the place to "catch up" on a change is a common but risky habit. CAC expects the notice first, not a once-a-year summary.
The separate notice for a director change
Within 14 days of the change is the window for telling CAC that a director joined or left, or that a director's details changed. This is filed on its own, not folded into whatever annual return happens to be next.
Our guide to why CAC rejects a change-of-directors filing covers what happens when this notice runs into an unrelated problem, such as an outstanding earlier return.
The separate notice for share capital and significant control
A share capital increase has its own clock too. Within 15 days of the resolution, well before any annual return would otherwise report the new figure.
Significant control works on two linked deadlines. The person gaining control tells the company within 7 days of gaining significant control. The company then tells CAC within one month of receiving the information. Both happen long before the next annual return is due.
What the next annual return should then show
Once the separate notices are filed, the next annual return should show the board, shareholding and share capital as they stood at the point the return covers, including any change made during the year.
This is where the earlier notices pay off. A return prepared against notices already on file is a straightforward confirmation. A return prepared without them means reconstructing a change from memory, at exactly the point you are least likely to remember the details correctly.
Why filing the return never substitutes for the notices
The annual return at least once in every year. It is not designed to carry the load of every change made since the last one; each notice still needs its own separate filing.
Skipping a notice because "the annual return will cover it anyway" tends to backfire. Up-to-date annual returns and PSC information looks at the company's whole record, and a missing notice can sit there unnoticed until it blocks something else entirely.
Keep the two straight: file each change as it happens, then let the annual return do its normal job. For the paperwork the return itself needs, see documents you need for a CAC annual return. Once everything is current, start your CAC annual return, and see the CAC annual return cost guide for what it will cost.