Not every private company gets the small-company penalty rate. Once a company grows past the small-company thresholds, its overdue annual return costs more.
Which companies count as "other private", not small
CAC treats a private company as either a small company or an "other private" company for this penalty, and each pays a different rate. Exactly which size test decides that boundary is not something we found confirmed on a CAC page, so this article does not attempt to set it out.
If you are not sure which band your company is in, ask a company secretary or accountant to check your last filed accounts. Many growing Nigerian SMEs cross the line without noticing, often around the time they take on more staff or a bigger contract.
The penalty this band pays for each late return
CAC's 2025 schedule of fees sets the annual return penalty for an "other private company" at ₦2,000 for each late return. For comparison, a small company's penalty is ₦1,000, so growing out of the small-company band roughly doubles the company-level fine.
Both figures are confirmed directly on Official Gazette No. 92 of 29 May 2025, applied from 1 Oct 2025. Confirm your own exact figure through icrp.cac.gov.ng before you pay, since the portal generates the live invoice.
Why it costs more than a small company's fine
CAC applies a different penalty for each company type, not one flat rate for every business. Why the other-private rate is higher is not spelled out on a CAC page we could find; the likeliest reason is that a larger private company is assumed to carry more resources than a small one.
The company and each of its directors and officers owe this fine. The company pays its own penalty, and directors or officers are billed separately, following the same public notice CAC issued for small companies.
What the officer penalty looks like here
Unlike some other figures on this schedule, this one is straightforward: each officer is assessed at ₦2,000, the same rate as the company itself, for each late return.
That means a company with three officers on record does not just owe its own fine. It owes that same figure four times over for every return that was late: once for the company, and once for each of the three officers.
A worked example
Say a mid-sized trading company, no longer small, has two late annual returns and two officers on record throughout.
| Item | Rate | Late returns | Subtotal |
|---|---|---|---|
| Company penalty | ₦2,000 | × 2 late returns | ₦4,000 |
| Officer 1 | ₦2,000 | × 2 late returns | ₦4,000 |
| Officer 2 | ₦2,000 | × 2 late returns | ₦4,000 |
| Example total | ₦12,000 |
This example applies the schedule's one-off rate once for each late return, which is a reasonable reading, not a confirmed portal total. Run your own dates through the CAC annual return penalty calculator, then confirm the actual figure on the portal.
Common mistakes
- Quoting the old, larger figure. An earlier, bigger number for this band still circulates in 2026 guides; it belongs to a different table on CAC's schedule, not this penalty.
- Assuming the small-company rate still applies. Growth out of the small-company band changes the fine, sometimes without the company noticing.
- Assuming officers are spared because the company already paid. The company and each officer are billed separately, at the same rate.
- Paying an old quote. Fees and penalties have shifted before, so always check the live figure on icrp.cac.gov.ng.
Our guide on small company penalties covers the lower band, and the CAC annual returns hub links every penalty article in this series. Once you know what you owe, you can start your CAC annual return.