For years, businesses treated a late CAC annual return as the company's problem. CAC's own notice says otherwise.
The old practice versus the rule CAC applies now
Commentary on CAC's notice says the penalty was usually billed to the company alone in practice, even though the underlying rule allowed more. That habit is what changed.
CAC's notice, dated 3 Nov 2023, said the penalty would apply in full against the company and each of its directors and officers. Enforcement against officers directly followed from 1 Apr 2024.
What CAC's notice actually says about liability
The notice is specific: it names the company and its directors and officers together, not the company as a stand-in for all of them. The legal basis is section 425 of CAMA 2020, which makes the company "and every director or officer" liable to a penalty for a late return.
CAC's notice and the Act point the same way. Both confirm that the penalty was always meant to reach individuals, not only the company.
The company's bill next to each director's bill
The two bills are calculated the same way and billed separately. A small company's own fine is ₦1,000 for each late return, while each director or officer on record separately owes ₦1,000 for the same return.
Neither payment substitutes for the other. This pattern holds for other company types too, not just small ones: our guide to the per-director penalty sets out the rate for each band, and the small company penalty guide walks through a full worked example of both bills together.
What happens when a director has already resigned
CAC's notice does not describe a clean exit from liability on resignation. The penalty relates to years a return was outstanding while someone was on record as a director, so a former director can still be pursued for those specific years.
This is one of the sharper edges of the rule for anyone who has recently left a board. If it applies to you, a company secretary or lawyer can advise on your actual exposure better than a general guide can.
Where to check who is on record as a director or officer
Before assuming who owes what, confirm who CAC's own record shows as a director or officer for each unfiled year. Company records change over time, and CAC's file may not match your own memory of who sat on the board when.
Icrp.cac.gov.ng is where a company checks its own filing history, including who is listed against each year. That record, not a guess, should decide who the penalty actually reaches.
Read our guide on the penalty for directors specifically for the documented per-head figures, and see the CAC annual returns hub for the rest of this series. You can start your CAC annual return once your figures are confirmed.