CAC Registration of Mortgages, Debentures and Charges in Nigeria
CAC registration of mortgages, debentures and charges in Nigeria under the Companies and Allied Matters Act: filing of charge within 90 days, CAC registration fee, legal mortgage, land registry, and release of charge.
Whenever a Nigerian company creates security over its assets, registration is not a formality. Under the Companies and Allied Matters Act (CAMA) 2020, the filing of charge with the Corporate Affairs Commission (CAC) is what gives many security interests public effect against a liquidator and other creditors. Lenders, borrowers, and their advisers treat registration of charges as a core step in taking security, alongside stamping and, where land is involved, consent and land registry perfection.
This guide explains which instruments are registrable, the 90-day window, what the CAC registration fee covers, how a legal mortgage differs from a debenture charge, and how a release of charge is recorded once the debt is paid.
Why the Filing of Charge Protects Security
Section 222 of the Companies and Allied Matters Act requires prescribed particulars of certain charges, together with the instrument creating or evidencing the charge, to be delivered to the CAC for registration. “Charge” in this Part of the Act includes a mortgage. Registration is therefore the statutory route for legal mortgaging by a company as well as for a debenture charge and most other company security.
If a registrable charge is not registered in time, it is void against the liquidator and any creditor of the company, so far as it confers security on the company’s property or undertaking. The underlying contract to repay the money remains, but the secured amount becomes immediately payable once the charge is void for non-registration. In practice, an unregistered charge can leave a lender unsecured in insolvency even though the loan documents were properly signed.
Registration also has a notice effect. Delivery of particulars under section 222 gives rise to constructive notice of the matters stated in those particulars. That is why negative-pledge wording in a floating charge must be included in the particulars: third parties are treated as on notice of what was actually filed.
Registrable Charges Under CAMA 2020
Not every contractual promise is a registrable charge. Section 222(2) lists the security arrangements that must be registered when created by a company:
- A charge securing any issue of debentures
- A charge on uncalled share capital
- A charge created or evidenced by an instrument that, if executed by an individual, would require registration as a bill of sale
- A charge on land, wherever situated, or any interest in land, other than a charge for rent or another periodical sum issuing out of land
- A charge on book debts of the company
- A floating charge on the undertaking or property of the company
- A charge on calls made but not paid
- A charge on a ship or aircraft, or any share in a ship
- A charge on goodwill or on intellectual property (patents, designs, trade marks, copyright, and related licences)
Fixed or floating charges both fall within this framework when they match one of those categories. A fixed charge attaches to identified assets and restricts dealing without the chargee’s consent. A floating charge hovers over a changing class of assets, such as stock or receivables, until it crystallises. Both still need CAC registration if they are registrable charges.
Two important limits apply. A security financial collateral arrangement, as defined in section 222, is outside the registration duty. A charge on treasury-style marketable securities or negotiable instruments is also treated differently from an ordinary charge on book debts. Specialist advice is needed before relying on an exemption.
Legal Mortgage, Mortgage Deed, and Debenture Charge
A legal mortgage is a security interest over specific property, most often land, under which the lender’s interest is created by a formal mortgage deed. Where the mortgagor is a company, that mortgage deed is both a land instrument and a company charge. It must be perfected at the CAC and, separately, under land law.
A debenture charge is wider. Nigerian finance practice uses “debenture” for an instrument, often an all-assets debenture, that may combine fixed charges over identified assets with a floating charge over the rest of the undertaking. A debenture trust deed is common where a series of debenture holders ranks pari passu and trustees hold the security. For a series, section 222 allows filing of prescribed particulars of the whole series, including the total amount secured, the authorising resolutions, a general description of the property charged, and the names of any trustees, together with the covering deed or one debenture of the series.
Other common instruments include a deed of share charge, a charge over receivables, and security over ships or aircraft. The label on the document matters less than whether the company has created a charge to which section 222 applies.
Registration Within 90 Days of Creation of the Charge
The prescribed particulars and the instrument must be delivered to, or received by, the Commission within 90 days after the date of creation of the charge. That 90-day period is the central deadline for the filing of charge.
Special timing rules apply in some cross-border cases. For a charge created outside Nigeria over property situated outside Nigeria, the period runs by reference to when the instrument or a verified copy could, in due course of post and if dispatched with diligence, have been received in Nigeria. Where Nigerian property also needs registration elsewhere in Nigeria to make the charge valid, a certified true copy may be delivered to the CAC instead of the original, with the original produced for inspection if the Commission requires it.
Missing the window is serious. Late registration generally requires a court order extending time before the CAC will accept the filing. Until an extension is obtained and registration is completed, the security remains exposed to the statutory consequence of being void against a liquidator and creditors.
Documents and Portal Filing
CAC registration of mortgages, debentures and charges is now handled through the Commission’s post-incorporation portal. Typical requirements include:
- The company’s name and registration number, with annual returns up to date
- Prescribed particulars of the charge, including the date of creation, the secured amount, the type of charge, a description of the property, and the persons entitled to the charge
- The instrument itself, such as the mortgage deed, debenture, or debenture trust deed
- Evidence of stamp duty payment on the instrument
- Authority for the filing, often supported by a board or authorised-officer resolution
- Where the filing is out of time, the court order extending time
- For an upstamping or increase in the secured amount, the prior registration particulars and the further instrument
For mortgages over land, evidence that an application for the Governor’s consent has been made is commonly required as part of the CAC pack. Negative-pledge provisions in a floating charge should be set out in the particulars so that constructive notice attaches to them.
The company must also keep its own register of charges and enter the particulars of every charge over its property. Copies of charge documents should be available for inspection as required by the Act. CAC filing does not replace that internal record.
CAC Registration Fee and Other Costs
Cost has three layers: the statutory CAC fee, stamp duty, and professional fees. They should not be confused.
Under section 222(12), the total fees payable to the Commission for the filing, registration, or release of a charge shall not exceed 0.35% of the value of the charge, or such other amount as the Minister specifies in the Federal Government Gazette. The current CAC schedule sets the registration of charges fee at ₦25,000 or 0.35% of the amount secured by the charge, whichever is higher. A memorandum of satisfaction or deed of release is a separate flat fee, currently ₦25,000 on the published schedule. These figures should be confirmed on the CAC portal at the time of filing, because gazette rates can be revised.
Stamp duty is separate from the CAC registration fee. The instrument must be stamped, and evidence of payment is uploaded with the charge. Duty is assessed under the Stamp Duties framework and can be a material part of the cost of taking security. Rates and assessment practice should be confirmed with the Federal Inland Revenue Service or a stamp-duty adviser before completion, rather than assumed from an old quote.
A professional fee is the charge of solicitors or filing agents for drafting, stamping, consent applications, and portal filings. It is not a CAC tariff. For a straightforward legal mortgage, market professional fees are often quoted in a band of roughly ₦250,000 to ₦450,000, but the figure moves with the secured amount, the number of assets, whether Governor’s consent is required, and whether the filing is already out of time. Complex all-assets debentures and multi-state land security cost more.
Consent and registration fees on mortgages over land sit outside the CAC cap entirely. They are state charges and are often the largest single perfection cost.
Mortgages Over Land and the Land Registry
Legal mortgaging of land in Nigeria is a dual process. CAMA registration protects the charge against the company’s liquidator and creditors. It does not, by itself, perfect the interest in the land.
Under the Land Use Act, a legal mortgage of a statutory right of occupancy generally requires the Governor’s consent to the alienation. Without that consent, the mortgagee’s land interest is vulnerable even if the CAC filing is perfect. After consent, the mortgage deed is registered at the Land Registry of the state in which the property is situated. Each state sets its own consent and registration fees, often calculated by reference to the secured amount or the assessed value of the property, and processing times differ widely.
Practical sequencing matters. Many lenders will not treat a land-backed facility as fully perfected until the CAC certificate of registration, evidence of stamping, Governor’s consent, and land registry registration are all in hand. Where the same company also charges movables, ships, or aircraft, additional asset registries may apply. Those steps are separate from the filing of charge at the CAC.
Release of Charge After Repayment
Registration is not the end of the file. When the secured debt is repaid in whole or in part, the public record should be updated. A memorandum of satisfaction, or a deed of release, is filed with the CAC so that the charge is shown as discharged or reduced. The current CAC fee schedule lists memorandum of satisfaction / deed of release as a flat filing, distinct from the ad valorem registration of charges fee.
Practitioner guides commonly treat notice of release or satisfaction as time-sensitive and refer to filing within 14 days of satisfaction. Whether or not a short statutory window is in play on the facts, delay is poor practice: an undischarged charge can block refinancing, a sale of the asset, or a clean due-diligence report. The release instrument should be stamped where duty applies, and the company’s internal register of charges should be updated at the same time.
A partial satisfaction is available where only part of the secured amount has been repaid or only some of the charged property is being released. The filing should state clearly whether the release is in whole or in part and identify the property freed from the charge.
What Happens If Registration Fails
The statutory sanction is specific. Failure to register within 90 days makes the security void against the liquidator and any creditor. It does not automatically cancel the borrower’s promise to repay. Instead, the money secured becomes immediately payable. Priority is also affected in practice: a duly registered interest will be preferred to an unregistered registrable interest, and searches at the CAC are a standard part of lender due diligence.
Other defects are easier to underestimate. An incomplete particular that omits a negative pledge may fail to give constructive notice of that restriction. A land mortgage filed only at the CAC, without Governor’s consent and land registry registration, can leave the lender with a company-law filing but a weak interest in the land. A charge created and then left unstamped can be difficult to enforce and difficult to register.
If the 90 days have already passed, the usual route is an application to court for an extension of time, followed by filing of the order with the particulars and the instrument. That application should explain the delay. It is not a substitute for registering on time.
Practical Sequence for Taking Security
A workable sequence for company security in Nigeria is:
- Agree the security package: legal mortgage, debenture charge, share charge, or a combination of fixed or floating charges, and identify every asset class.
- Prepare and execute the mortgage deed or other instrument, with board authority in place.
- Stamp the instrument and retain evidence of duty paid.
- For land, apply for Governor’s consent and plan land registry registration in the state where the property lies.
- File the charge at the CAC within 90 days of creation of the charge, uploading particulars, the instrument, and supporting documents.
- Enter the charge in the company’s register of charges and keep copies available for inspection.
- On repayment, file the release of charge or memorandum of satisfaction and update the internal register.
Searches before completion should cover existing CAC charges, and for land, the relevant land registry. An earlier charge that is duly registered will usually rank ahead of a later one over the same asset, subject to the terms of the instruments and any priority agreement.
Frequently Asked Questions
What is the deadline for filing of charge at the CAC?
Particulars of a registrable charge, and the instrument creating it, must be delivered to the Corporate Affairs Commission within 90 days after the date of creation of the charge. If that period is missed, the charge is void against a liquidator and any creditor unless the court extends time and registration is then completed.
How is the CAC registration fee calculated?
On the current published schedule, registration of charges is ₦25,000 or 0.35% of the amount secured, whichever is higher. A memorandum of satisfaction or deed of release is charged separately, currently as a flat ₦25,000 filing. Stamp duty, state consent and registration fees, and any professional fee are additional.
Does CAC registration replace land registry registration of a legal mortgage?
No. A legal mortgage over land granted by a company needs both. CAC registration addresses the Companies and Allied Matters Act consequences for company charges. Governor’s consent and registration of the mortgage deed at the state land registry are separate perfection steps for the interest in land.
This note is general information on Nigerian company and security practice. It is not legal advice. Confirm current CAC fees, stamp-duty assessment, and state land-registry requirements before filing.