A company's annual return penalty is not the only bill on the table. CAC also charges the people who run it.
Why CAC now charges directors and officers, not just the company
CAC's notice, dated 3 Nov 2023, said the annual return penalty would apply in full against the company and each of its directors and officers. That is a company plus every director or officer on its record, not the company alone.
The legal basis is section 425 of CAMA 2020, which makes the company "and every director or officer" liable to a penalty for a late return. The same section also defines who counts as an officer, covered below.
The documented per-head figure for every company type
For a small company, CAC's 2025 schedule sets the per-officer penalty at ₦1,000 for each late return, the same figure as the company's own fine. Our small company penalty guide walks through a full worked example.
Three directors on record means three separate charges at this rate, for every return that was late while they held office.
The rate is now published for every company type
For an other private company, each officer is assessed at ₦2,000, the same as the company's own fine. For a public company, that figure is ₦5,000. Our guides to the other private company penalty and the public company penalty cover each band in full.
The pattern holds across every company type: the officer pays the same rate as the company, for each late return. A business name is the exception, since its penalty is assessed against the entity only, with no separate charge on its proprietor.
Who counts as an officer beyond the listed directors
A company secretary is generally treated as an officer, separate from its directors. For companies required to have one, that is another name exposed to the same per-head penalty.
The Act's own definition goes further than job titles. Section 425(2) of CAMA 2020 says an officer includes a person whose directions the directors are used to following, which can reach someone with real influence over a company even without a formal seat on the board.
A shareholder who never sits on the board, and gives no such directions, is a different case. Ownership alone does not make someone an officer, and the per-head penalty follows the role, not the shareholding.
What a new director should check before accepting the role
Anyone about to join a board should ask how current the company's annual returns are before they accept. Signing on to a company with years of unfiled returns can mean inheriting a penalty clock that was already running.
A quick check of the company's filing history on icrp.cac.gov.ng answers this well before any paperwork is signed. Looking costs nothing, and it avoids a nasty surprise once the appointment is on record.
How to stop the bill from growing
The penalty applies for each return that was late, so the fastest way to stop it growing is to file. Filing an old return does not remove what is already owed, but it stops another late return from adding to the total.
CAC has also said it will not process other filings, such as a change of directors, until up-to-date annual returns and PSC information are current. Clearing the backlog first avoids being stuck on two fronts at once.
If you are trying to work out a full bill across several years and several officers, the CAC annual return penalty calculator is a faster start than doing it by hand. The CAC annual returns hub links the rest of this series, and you can start your CAC annual return once your figures are confirmed.