Two companies that look alike on paper, same number of directors, same kind of business, can pay different fees for exactly the same filing. The difference is share capital, not size.
Why the fee follows share capital, not a size label
Official Gazette No. 92 of 29 May 2025 sets the annual return fee for a company limited by shares against its issued share capital, not against whether it counts as "small" or "other private" for penalty purposes. Those penalty labels matter elsewhere. They do not decide this fee.
The schedule has applied since 1 Oct 2025, after two postponements while CAC stabilised its new registration portal.
The four bands
There are four bands, and the fee rises as issued share capital rises:
- The lowest band, where most small and private companies sit, pays ₦5,000.
- The next band up pays ₦100,000.
- The band above that pays ₦150,000.
- The top band, for the largest issued share capital, pays ₦200,000.
Each band is a single flat fee, not a percentage. A company just inside a band pays the same as one sitting at the very top of it. Crossing into the next band only happens once the company raises its issued share capital.
Where a guarantee company fits instead
A company limited by guarantee has no shares to measure, so it never sits in any of the four bands. It pays a flat ₦10,000 instead, whatever the size of the organisation behind it.
This is the fee most NGOs and foundations structured as companies limited by guarantee, rather than incorporated trustees, actually pay. See the annual return for a company limited by guarantee for how the rest of its filing works.
Why two similar-looking companies can pay different fees
A company with a large issued share capital but few staff can land in a higher band than a company with many staff and a modest share capital. The fee tracks the figure on the incorporation documents, not the size of the operation.
This surprises founders who set a large authorised or issued share capital early, then find their annual filing costs more each year as a result. It is one more reason to think through share capital at incorporation, not only at the point of raising funds.
Where to confirm your own band
Check the company's own incorporation documents for its issued share capital before assuming a band. The CAC annual return cost guide sets these fees alongside the late-filing penalties, which follow a different classification entirely.
Once you know your fee, you can start your CAC annual return and see the running total before you pay. For the maths on late years, the penalty calculator handles the arithmetic once your band is confirmed.