Public companies, registered as PLCs, sit at the top of CAC's annual return penalty scale. Here is what that costs and who else is on the hook.
Why public companies sit in their own penalty band
CAC's 2025 schedule of fees sets a different annual return penalty for each company type: small, other private and public. A public company is assumed to carry more shareholders and more scrutiny than a private one. CAC has not published its reasoning for the scale, as far as we could find.
This is the same gazetted schedule behind the small and other-private penalties. Only the amount changes by band, not the underlying rule.
The figure for each late return, and where it comes from
CAC's schedule sets the public company penalty at ₦5,000 for each late return. That is the highest of the company bands.
This figure is confirmed directly on Official Gazette No. 92 of 29 May 2025, applied from 1 Oct 2025. It replaces a much larger figure that older filing-agent guides still quote. That older number sits in a different table on CAC's own schedule. Check icrp.cac.gov.ng for your company's actual invoice.
How it compares with the other bands
Putting the company-level figures side by side shows the scale, and where an incorporated trustee sits alongside it.
| Entity type | Penalty per late return | Charged against |
|---|---|---|
| Small company | ₦1,000 | company and each officer |
| Other private company | ₦2,000 | company and each officer |
| Public company | ₦5,000 | company and each officer |
| Incorporated trustees | ₦10,000 | entity only |
All four figures are confirmed directly on CAC's 2025 gazetted schedule. Incorporated trustees stand out here: unlike the company types, that penalty is assessed against the entity only, with no separate officer charge.
The liability that still reaches directors and the company secretary
The company and each of its directors and officers can be billed for a late annual return, and a PLC's board is usually larger than a private company's. More officers on record can mean more individual penalty lines on the invoice.
A public company's company secretary is generally treated as an officer, separate from an administrative role. Whether that holds in a specific case is worth confirming with a lawyer or company secretary, since it affects who else is exposed alongside the directors.
Why a PLC's backlog gets expensive fast
A public company usually carries a bigger board than a private one, often eight or more directors alongside a company secretary. Multiply that headcount by however many returns are late, and the personal side of the bill grows quickly, before the company's own ₦5,000 fine is even added.
A PLC's annual return also waits on audited financial statements. A delayed audit usually means a delayed filing, and CAC's penalty clock does not pause for the auditor to finish.
A board expecting a late audit should plan for the penalty as close to certain, not a risk to manage away. Raising it early with the company secretary works better than discovering the bill afterwards.
What to check before you pay
₦5,000 is confirmed for a single late return; CAC has not published how the portal totals several of them together. Log in through icrp.cac.gov.ng and let the system confirm the actual figure for your company's missed returns before anyone pays.
A PLC that has missed several returns should also check whether its other post-incorporation filings, such as a change of directors, are on hold in the meantime. CAC has said it will not process those until annual returns are current.
For the lower bands, see our guides to the small company penalty and the other private company penalty. The CAC annual returns hub links every article in this series, and you can start your CAC annual return once your figures are confirmed.