Small companies that file their CAC annual return late are fined on two fronts: the company itself, and every director or officer on its file. Here is what each side owes on CAC's own schedule, and why a lot of guides still get the figure wrong.
What a small company pays when its return is late
CAC's 2025 schedule of fees sets the penalty for a small company's overdue annual return at ₦1,000, charged once for each late return. The return itself is filed on Form CAC 19, under sections 417 to 424 of CAMA 2020.
"Small" is a defined size band, not a casual description. A company that has grown past the threshold moves into a higher penalty band instead, covered in our private company penalty guide.
This charge is set out in Official Gazette No. 92 of 29 May 2025, gazetted under the wider Companies Regulations 2021. The company and each of its directors and officers owe it, which surprises small businesses that assumed only the company was on the hook.
The extra charge on each director and officer
CAC also charges ₦1,000 for every director or officer named on the company's record, for each late return. For a small company, this happens to be the same figure as the company's own charge.
Two directors means two lots of this charge, on top of the company's own fine, for every return that was late. A small company with a two-person board can owe several multiples of the same figures for one overdue return alone.
This liability is not new. Commentary on CAC's notice says the company alone was usually billed in practice before; the notice said officers would be pursued too, from 1 Apr 2024.
Why the larger figure you may have seen is wrong
Plenty of 2026 filing-agent guides still quote a bigger figure as the small-company annual return penalty, charged every year. That number exists on CAC's own schedule, but it sits in a different column: the "other penalties" table, not the annual-return table built for this specific charge.
The actual annual-return figure for a small company is ₦1,000, confirmed directly on the gazetted 2025 schedule and applied from 1 Oct 2025. Treat any guide still quoting the larger, older figure as out of date.
CAC has not published exactly how its portal totals this penalty across several missed years. Log in to icrp.cac.gov.ng and let the system generate your actual invoice before you pay anyone.
A worked example
Say a small company with two directors has three late annual returns to file.
| Item | Rate | Late returns or people | Subtotal |
|---|---|---|---|
| Company penalty | ₦1,000 | × 3 late returns | ₦3,000 |
| Director 1 | ₦1,000 | × 3 late returns | ₦3,000 |
| Director 2 | ₦1,000 | × 3 late returns | ₦3,000 |
| Example total | ₦9,000 |
This example applies the one-off rate once for each late return, which is a reasonable reading of the schedule, not a confirmed portal figure. The CAC annual return penalty calculator works this out from your own dates, and the portal invoice is the one to actually pay.
Common mistakes that make the bill bigger
- Quoting the "other penalties" figure. That larger number is real, but it is not the small-company annual-return penalty. Check which table a figure comes from before you repeat it.
- Forgetting past directors. Someone who was a director during a missed year can still be billed for it, even after they resign.
- Assuming a filing agent's estimate is final. A hand calculation is a guide. The invoice icrp.cac.gov.ng generates is the one you actually owe.
- Filing the return but skipping the penalty. Submitting the overdue return does not clear the fine sitting alongside it.
If your company has missed more than one year, our guide to CAC annual return costs covers the filing fee itself. You can start your CAC annual return once you know what you owe, or browse the CAC annual returns hub for how the penalty works for other company types.