Two documents sit behind every CAC annual return penalty. Most guides mention one and skip the other.
The two documents that matter: an Act and a Regulation
Companies and Allied Matters Act 2020 (CAMA 2020) is the parent law. It creates companies, sets out how they run, and requires them to keep CAC informed through filings like the annual return.
Companies Regulations 2021 sits underneath it. This is where the actual penalty for missing an annual return comes from, according to CAC's own public notice.
What CAMA 2020 requires every company and business name to do
A registered company files its annual return under sections 417 to 424 of CAMA 2020. A business name files its own version under a different section, section 822 of CAMA 2020, and incorporated trustees file under section 848 of CAMA 2020.
All three are annual return duties. None is optional, and none depends on how much the entity actually traded that year.
Where the penalty amounts actually come from
The Act sets the duty to file. The regulations set the price of not doing it. CAC's notice on annual return penalties confirms this: it describes Companies Regulations 2021 as the source of the penalty, not the Act itself.
Section 425 of CAMA 2020 is the specific provision: it makes the company "and every director or officer" liable to a penalty for failing to file, with the actual figure set out in CAC's schedule of fees.
Why CAC still needed a public notice
If the law and the regulations already existed, a public notice might seem redundant. It was not, because the notice changed enforcement, not the underlying rule.
CAC's notice made clear that the company and each of its directors and officers are liable, not the company alone, and that CAC would apply the penalty in full going forward. Commentary on the notice suggests the company alone was usually billed in practice before then, even though the regulations allowed for more. That is a statement about practice catching up with a rule that was already on the books.
What this means if you want to dispute a penalty
Knowing which document says what helps you ask the right question. A dispute about whether a penalty applies at all is a question about the regulations and the notice. A dispute about whether your company even had to file is a question about the Act's annual return sections instead.
Either way, this article is a map of where to look, not a substitute for legal advice on your specific case. A lawyer or company secretary can trace the exact provision that applies to your company, rather than the general reference this article gives. For the figures themselves, see our guides to the small company, private company and public company penalties, or the CAC annual returns hub for the rest of this series. You can start your CAC annual return once you are ready to file.