New companies often brace for an annual-return bill before they need to. The law gives every company a grace year first.
The exemption in the first year
CAMA's proviso to section 417 says no annual return is required for the year of incorporation. A company registered in March owes nothing on the annual-return front for that same calendar year.
This is not a discount. It is a plain exemption, because a company has barely any governance history worth reporting in its first weeks.
Where the first real deadline comes from
The exemption covers one year only. After it, the ordinary rule applies: a return at least once in every year, due within 42 days after the annual general meeting.
The trigger for that first real deadline is the company's first annual general meeting, due within 18 months of incorporation. Once that meeting happens, the 42-day countdown for the return starts from it.
Put together, a company incorporated in June has until the following year for its first AGM, then 42 days after that for its first return. The exact month still depends on when the meeting actually happens, not a fixed date on a calendar.
Why this is a reading, not a single stated date
CAC has not published one line saying "your first annual return is due on this date". What exists are two separate rules: the incorporation-year exemption, and the 18-month window for the first AGM.
Combining them gives a realistic answer, usually the year after incorporation or the year after that, rather than an official single date. Treat any source, including this one, that hands you one fixed month for every company with some caution.
If your company also has a single shareholder, small companies and companies with a single shareholder, so it never holds the meeting that would otherwise fix the date elsewhere. The filing duty still applies once the exemption year ends, even without a meeting to count from.
What to do while you wait
A new company still has other clocks running even while the annual-return exemption applies.
- Book the first AGM well inside the 18-month window, rather than at the deadline.
- Keep director and shareholder records current, since the first return will ask for them.
- Check the company's record on the CAC public search on icrp.cac.gov.ng once the exemption year passes, rather than assuming a date.
Common mix-ups founders make
Some founders assume the exemption removes every CAC obligation in year one. It only covers the annual return; other filings, such as a change of registered address, run on their own separate deadlines.
Others assume the first return is due exactly one year after incorporation, in every case. Since the trigger is the AGM rather than the incorporation date, that assumption is often wrong by several months.
For the rule that applies every year after the first, see when a CAC annual return is due. Once you know your date, you can start your CAC annual return when it arrives. For what to gather beforehand, see documents you need for a CAC annual return, and browse the CAC annual returns hub for the rest of this series.