Register of members vs register of directors: what CAC filings update

Register of members vs register of directors at a Nigerian company: what each one tracks, and which CAC filing updates it.

2 min readBy the Docufy editorial team

Quick answer

The register of directors tracks who runs the company. The register of members tracks who holds its shares. A change of directors updates the first, filed within 14 days of the change. A share allotment or transfer updates the second.

Register of directors
who runs the company
Register of members
who holds the shares
Director change filed
within 14 days of the change
Both feed into
the company's annual return
On this page

A company keeps more than one statutory register, and CAC filings do not all update the same one. Confusing the two is a common reason the wrong filing gets started.

Two different statutory registers, one company

Every company keeps a register of directors and a register of members. Both sit with the company's own records, and both are reported to CAC in different ways.

They answer two different questions. One tells you who runs the company day to day. The other tells you who owns it.

Confusing the two has real consequences. A director is not automatically a shareholder, and a shareholder is not automatically a director. Some people are both, and CAC's records still treat each role separately.

What the register of directors tracks

The register of directors lists who is legally responsible for running the company. It shows names, addresses and the dates people joined or left the board.

A change here, an appointment, a resignation, a removal, or a death, is filed as a change of directors, within 14 days of the change. CAC change of directors: the deadline covers that filing in full.

What the register of members tracks

The register of members lists who holds shares in the company, and how many. Running the business and owning shares in it are two separate things, and this register tracks the second one.

A share transfer moves shares between existing holders. A share allotment creates and issues new ones. Transferring shares in a Nigerian company and return of allotment: the form and the deadline each update this register in their own way.

Which CAC filing updates which register

A change of directors never touches the register of members. A share transfer or allotment never touches the register of directors. Filing the wrong one leaves the actual change unrecorded.

Ask what actually happened before you start a filing. Did someone join or leave the board, or did shares change hands? The answer tells you which register, and which form, you need.

A founder stepping back from day-to-day management but keeping their shares is a common example. That is a change of directors alone. The register of members does not move unless they also sell or transfer their stake.

How both feed into the annual return

The annual return draws on both registers at once. It reports the company's current directors and its current shareholders together, in one filing.

Keeping each register current during the year makes that annual return far easier to prepare. A company reconstructing months of unrecorded changes at return time is doing the hard version of this task.

You can start a CAC annual return once both registers are current. The CAC registration hub links the rest of this series on directors and shares.

Questions people ask

Are these the same document?

No. They are two separate statutory registers, even though one company keeps both, and both are reported to CAC.

Which register does a share transfer update?

The register of members. See transferring shares in a Nigerian company for how that update happens.

Which register does a new director update?

The register of directors. CAC change of directors: the deadline covers that filing, due within 14 days of the change.

Do both registers get checked at the annual return?

Yes. The annual return draws on both, which is one reason keeping each current during the year makes that filing far simpler.

Sources

Last checked 27 Sep 2026. Fees and rules change; the agency that issues the document has the final word. See our editorial policy.

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