A company that never traded still has to file. To file annual returns for an inactive or dormant company, you submit the statutory return on the Corporate Affairs Commission’s Company Registration Portal along with an audited Statement of Affairs or a nil balance sheet.
Sections 417 to 425 of the Companies and Allied Matters Act (CAMA) 2020 require every company registered in Nigeria to file annual returns whether or not it did any business in the year being reported.
A company that has never started operations, or has paused trading, counts as inactive and is allowed to file zero activity returns with a statutory declaration instead of full audited financial accounts.
Skipping the filing is where it gets expensive. Default penalties accumulate, post-incorporation requests get frozen, and under Section 692 of CAMA 2020 the company can be struck off the register entirely.
What CAMA 2020 requires of a dormant company
The first annual return is due within 18 months of incorporation. After that, each year’s return must be filed no later than 42 days after the annual general meeting.
No revenue does not mean no obligation. The point of the filing is to keep the public register current on the company’s legal standing, its directors, its share capital, and its registered office address, and none of that depends on whether money moved.
Where a company was non-operational for the whole financial year, it declares its operational status as dormant or inactive during the post-incorporation filing.
That declaration is what lets small private companies and pre-revenue entities file a certified Statement of Affairs, signed by two directors or by a director and the company secretary, rather than full financial reporting statements.
Filing on time also keeps the company out of the delisting gazettes, where the CAC publishes registration details of entities it treats as abandoned.
The underlying principle is worth stating plainly for directors: corporate legal personality is separate from revenue. As long as the company exists on paper, the reporting duties run.
What you need before you start
Filing an inactive return needs a specific set of documents proving both dormancy and identity before you open the application on the portal.
You need the exact RC Number, the full registered company name, and the registered office address as they appear on the certificate of incorporation.
You also need a certified Statement of Affairs showing nil turnover, zero operational income, and zero trading profit, signed by the directors and saved as a PDF for upload.
Then there are the current particulars of directors, shareholders, and the company secretary, including verified National Identification Numbers, residential addresses, and working email contacts.
Small companies qualifying under Section 394 of CAMA 2020 with no turnover can prepare all of this in house without paying for a full external audit, provided the required officer signatures are on the documents.
It is also worth passing and filing a board resolution acknowledging the inactive status, and keeping it in the statutory registers.
| Stage |
Requirement |
Document |
Authority |
| Corporate identity |
Valid RC number and name |
Certificate of incorporation |
Corporate Affairs Commission |
| Financial disclosure |
Proof of nil trading activity |
Statement of Affairs (PDF) |
CAMA 2020 |
| Governance update |
Current director and shareholder data |
Valid NIN, email, phone |
National Identity Management System |
| Payment |
Filing fee and any late fees |
Remita payment receipt |
Treasury Single Account |
| Approval |
Verified active legal status |
CAC status report or acknowledgment |
Corporate registry enforcement |
Filing on the Company Registration Portal
Log in to the CAC Company Registration Portal using a verified account belonging to an accredited agent, a director, or the company secretary.
From the dashboard, go to the post-incorporation console and pick the annual returns module from the company maintenance actions.
Enter the RC number. The portal queries the national business registry, pulls up the company’s incorporation data, and shows which years have gone unfiled.
Select the year, or the run of back years, you are regularising, and mark the company as inactive or dormant for each of those periods.
In the financial data section, enter zero for turnover, gross revenue, and distribution expenses.
Upload the signed Statement of Affairs and any supporting director declarations, keeping file sizes and resolutions within the portal’s upload limits.
Tick the statutory verification boxes and the system generates a Remita Retrieval Reference invoice covering the filing fees plus any late default penalties. Pay it through the Remita gateway.
Once payment confirms, the application moves to submitted status and joins the queue for CAC compliance examiners to review.
Check the portal’s notification section regularly after that. Examiners raise queries for things like a missing director signature or a data field that does not match the register, and the file sits until you answer.
Clearing years of backlog
If the company has missed several years, the backlog has to be cleared in order, starting from the earliest default year and working forward to the current one.
The CAC charges late filing penalties for each defaulting year, and those penalties land on the company and on every corporate officer named in the register.
All of it has to be paid alongside the normal filing fee for each year before the commission will approve any update to the company record.
Check that the Remita receipts show the correct year by year breakdown. Gaps in the sequence trigger query notices and stall the file.
Once the backlog is cleared the company is back in good standing, which is what unlocks later changes such as a share capital increase, a director appointment, or a mortgage registration. Until then the portal blocks them.
Leaving the default to run has a harder ending: gazetting for strike off, after which restoring the company means a High Court proceeding under CAMA 2020.
When the company starts trading again
Once an inactive company wins a contract, raises capital, or begins trading, it has to move off dormant filing and onto normal operational reporting.
The first annual return after trading resumes must carry standard audited financial statements prepared by licensed chartered accountants in line with CAMA 2020.
The company also needs its tax identification number synchronised with the Federal Inland Revenue Service TaxProMax platform so it can file company income tax returns.
Dormancy does not exempt a company from FIRS either. Even with zero profit, the FIRS requires annual nil tax returns supported by the same Statement of Affairs filed at the CAC.
Keeping the two sets of records consistent avoids parallel penalties, banking restrictions, and disqualification from public procurement.
Banks check for this in practice, since tax clearance certificates and corporate status reports both come up during anti-money laundering account revalidation.
Confirming the filing went through
After the compliance officers review the submission, the application status on the portal changes to approved.
Download the Annual Return Acknowledgment Letter from the CRP dashboard. That is the proof of compliance for the year.
Then download an updated electronic Status Report, which took over from the old CAC 2 and CAC 7 forms under CAMA 2020.
The Status Report is what shows the company as in good standing on the national register, and it is what banks, regulators, and prospective investors ask to see.
For a dormant company, that annual paperwork is doing real work. It holds the corporate name, the legal personality, and the goodwill in place until there is a business to run.
