A rejected change-of-directors filing is often blamed on the form. Frequently, the real reason sits somewhere else entirely: the company's annual returns.
The rule CAC published about post-incorporation filings
CAC's notice states plainly that it will not process post-incorporation filings until up-to-date annual returns and PSC information. A change of directors falls squarely into that category.
This is a published rule, not a guess by a filing agent trying to explain a rejection. If your company is behind on its returns, this is the most likely explanation before you look anywhere else.
Why annual returns come before almost anything else
CAC's annual return, filed under sections 417 to 424 of CAMA 2020, is how the register stays current on who runs a company. It makes sense, from CAC's side, to refuse updating that record further with a director change while the underlying picture is already out of date.
The company and each of its directors and officers may also owe a penalty for the very years causing the block, which is a second, separate problem sitting behind the same rejected filing.
PSC information: the other box you must tick
CAC's notice does not name annual returns alone. It ties the same block to a company's persons-with-significant-control, or PSC, information being current too.
A company can be fully paid up on its annual returns and still find a filing blocked if its PSC records are the part that has lapsed. Both boxes need checking, not just the more familiar one.
What to clear first before you try again
Work out exactly which annual returns are outstanding, and file and pay for every one of them, not just the most recent year. Then check whether the company's PSC information is current, since that is the less obvious half of the rule.
Only after both are current is it worth resubmitting the original filing that was rejected. Trying again before clearing either one is likely to hit the same wall.
Keep proof of each payment and each filing as you go. If a rejection happens again after you believe both boxes are ticked, that record is what a company secretary or CAC's own support will ask for first.
Other filings this rule can also catch
A change of directors is the example most people run into, but CAC's notice is not limited to it. Adding a new shareholder, changing a registered address, or increasing share capital can all sit behind the same block if annual returns are outstanding.
Anyone about to make several changes to a company at once should assume the annual return check comes first, before any of them. Clearing it early avoids finding out the hard way, halfway through a different filing.
How long the fix usually takes once returns are filed
This article cannot promise a specific timeline, since CAC's own processing time for post-incorporation filings is outside what a fact-checked figure covers here. What is clear is the order of operations: returns and PSC information first, then the filing that depends on them.
If you are unsure how many years your company owes, our guide to calculating a multi-year penalty walks through the arithmetic. The CAC annual returns hub links the rest of this series, and you can start your CAC annual return to clear the backlog before you resubmit anything else.