CAC Filing of Statement of Affairs by Banks, Insurance Companies and Other Financial Institutions in Nigeria
CAC filing of the statement of affairs for banks and insurance companies in Nigeria: section 733 CAMA 2020 deadlines, Fourteenth Schedule contents, CAC registration portal steps, filing fees and penalties, daily penalty rates for a small company and a private company, and how this duty differs from CAC annual returns and dormant company compliance.
Banks, insurance companies, and certain other financial institutions in Nigeria carry a filing duty that sits apart from ordinary annual return filing. Under the Companies and Allied Matters Act 2020 (CAMA 2020), these entities must submit a statutory statement of affairs to the Corporate Affairs Commission (CAC) before they commence business and twice in every year they continue to carry on business. The duty is set out in section 733 and must follow the form in the Fourteenth Schedule, or as near to that form as circumstances allow.
This guide explains who must file, when the deadlines fall, what the statement covers, how filing fees and penalties work, and how the obligation differs from CAC annual returns. Figures drawn from the Companies Regulations 2021 and the Commission’s February 2021 notice should be confirmed on the CAC registration portal before payment, because schedules can be revised.
Corporate Affairs Commission and the Statutory Statement of Affairs
The Corporate Affairs Commission is the federal registry that handles business registration and ongoing corporate filings in Nigeria. For banks and insurance companies, one of those ongoing filings is the statement of affairs required by section 733 of CAMA 2020.
Section 733(1) provides that every banking company, insurance company, or deposit, provident or benefit society shall, before it commences business, and also on the first Monday in February and the first Tuesday in August in every year during which it carries on business, submit to the Commission a statement in the form in the Fourteenth Schedule. A company that carries on the business of insurance together with any other business is still treated as an insurance company for this purpose.
The statement is sometimes described in practice as a statutory statement of compliance. In law it is a prescribed statement of capital, liabilities, and assets. It gives the Commission, members, and creditors a recurring snapshot of the institution’s affairs, separate from returns made to the Central Bank of Nigeria or the National Insurance Commission.
Who Must File Among Banks and Insurance Companies
The duty attaches to the type of business, not merely to the label on a licence. The following entities fall within section 733:
- A banking company.
- An insurance company, including a company that combines insurance with another business.
- A deposit, provident, or benefit society.
Other financial institutions should check whether their objects and licensed activity bring them inside one of those descriptions. A private company and a public company in these sectors are both covered. The filing is not limited to large public banks. A small company that is a banking or insurance company remains inside the section, although the daily penalty rate differs by company size.
Business registration with the CAC is the starting point. An entity that has not been incorporated cannot file this statement, and an incorporated entity that has not yet commenced business must still submit the pre-commencement statement before it starts operations.
Filing Schedule for the Statement of Affairs
There are two limbs to the timetable.
Before commencement. The first statement must be submitted before the institution begins business. Waiting until the first February or August date after launch does not satisfy this limb.
Twice each year of trading. While the institution carries on business, it must file:
- on the first Monday in February, and
- on the first Tuesday in August.
These dates are fixed by the Act. They are not linked to the date of the annual general meeting, and they are not the same as the annual returns deadline. Institutions should diary both dates at the start of each year and allow time for internal sign-off by a director, the secretary, or another authorised officer.
What the Fourteenth Schedule Statement Contains
The prescribed form is CAC 18, headed as the Fourteenth Schedule statement to be published by banking and insurance companies and by deposit, provident, or benefit societies. In substance, the statement covers:
- Company details, including the registration number and full name.
- A statement of issued share capital, calls made, and amounts received. A company with no share capital omits that portion.
- Liabilities on the relevant date, including judgment debts, specialty debts, notes or bills, simple-contract debts, and estimated liabilities.
- Assets on that date, including government securities, bills of exchange and promissory notes, cash at bankers, and other securities.
- Authentication by a director, the secretary, or an authorised officer.
The Act allows the statement to follow the Fourteenth Schedule “or as near thereto as circumstances may admit.” That flexibility does not remove the duty to file, and it does not authorise a free-form narrative in place of the prescribed categories. Figures should be supportable from the institution’s books.
Display, Access, and the Statutory Statement of Compliance
Filing with the Commission is only part of the duty. Section 733 also requires publication inside the business:
- A copy of the statement must be put up in a conspicuous place at the registered office.
- A copy must also be displayed at every branch office or other place where the business is carried on.
- Every member and every creditor is entitled to a copy, on payment of the sum prescribed in the regulations.
Failure to display the statement, or to supply a copy on request, is part of the same compliance section. Treating the filing as a portal-only exercise, while leaving branches without a posted copy, leaves the institution in default.
Filing Fees and Penalties
Fees under the Companies Regulations
According to the Companies Regulations 2021, as notified by the CAC in February 2021, the filing fee for this statement is:
- ₦5,000 for a private company.
- ₦10,000 for a public company.
These amounts were the fees published for the Fourteenth Schedule statement. They should be checked against the current schedule on the CAC registration portal before each filing, because the Commission has revised other fees since 2021.
Daily penalty for late filing
Section 733(4) provides that if default is made in complying with the section, the company and every director and manager of the company is liable to a penalty prescribed in the regulations for every day during which the default continues. The CAC’s February 2021 notice, as reported in contemporaneous legal commentary, set the daily penalty for late filing of the statement as follows, due from the company, each of its directors, and the company secretary:
- Small company: ₦250 for every day of default, each.
- Private company other than a small company: ₦500 for every day of default, each.
- Public company: ₦1,000 for every day of default, each.
A daily penalty of this kind compounds quickly. A private company that is not a small company, with several directors, can accumulate a material sum within weeks if both the entity and each officer remain in default. The statute’s liability language refers to the company and every director and manager; the 2021 notice also applied the daily amount to the company secretary. Officers should not assume that only the company is exposed.
Confirm the rate that the portal or the current regulations apply on the day of filing. Do not rely on an old internal schedule if the Commission has issued a later notice.
How This Filing Differs from CAC Annual Returns
CAC annual returns are a separate obligation under CAMA 2020. Annual returns Nigeria rules require a company to deliver its annual return to the Commission within 42 days of its annual general meeting, together with the financial statements laid before that meeting, or an explanation where accounts are absent. That deadline is tied to the annual general meeting. The section 733 statement is tied to fixed February and August dates and to the pre-commencement moment.
Key differences:
| Point | Statement of affairs (section 733) | CAC annual returns |
|---|---|---|
| Who | Banking companies, insurance companies, and deposit, provident or benefit societies | Companies generally, and other registered entities as the Act requires |
| When | Before commencement; first Monday in February; first Tuesday in August | Within 42 days of the annual general meeting |
| Form | Fourteenth Schedule / CAC 18 | Prescribed annual return, with accounts or a statement of affairs where appropriate |
| Purpose | Capital, debts, and assets snapshot for this class of company | Yearly confirmation that the company remains on the register and in good standing |
Filing one does not satisfy the other. A bank that files its annual return on time can still be in default on the February or August statement, and the reverse is also true.
Annual return filing remains mandatory even where the company did not trade. A dormant company is not exempt merely because it is inactive. Persistent failure to file annual returns can move a company toward inactive company status on the register, attract accumulating penalties, and, if left unresolved, support a striking-off process. Clearing annual returns is also often a practical precondition for other post-incorporation filings on the portal.
CAC Registration Portal and How Institutions File
The CAC registration portal (the Company Registration Portal) is the Commission’s electronic channel for business registration and most post-incorporation filings. In January 2021 the Commission directed affected institutions to submit the Fourteenth Schedule statement through designated courier companies, and shortly afterwards published the fees and penalties. Practice has since moved heavily onto the portal for statutory filings.
Before each deadline, the company secretary or compliance officer should:
- Confirm on the official CAC site which channel is open for the Fourteenth Schedule statement.
- Ensure the entity account on the portal is active and that annual returns are not blocking other filings.
- Prepare CAC 18 with current capital, liability, and asset figures, authenticated by a director, the secretary, or an authorised officer.
- Pay the filing fee shown for a private company or a public company, as applicable.
- Retain the acknowledgement, post a copy at the registered office and every branch, and be ready to supply a copy to a member or creditor who asks and pays the prescribed sum.
Companies Regulations 2021 also deal with electronic authentication. A document submitted through the entity’s account on the Commission’s system is treated as authenticated when the regulations say so. That does not remove the need for an authorised officer to stand behind the figures.
Inactive Company Status, Dormant Company Risk, and Accumulating Penalties
An inactive company on the CAC register is not the same thing as a company that has chosen to pause trading. Inactive status commonly reflects missing annual returns. Banks, counterparties, and investors routinely check CAC records. An inactive flag can delay account maintenance, licensing interactions, and due diligence even when the underlying business is sound.
For the section 733 statement, the recurring duty applies in every year during which the institution carries on business. A company that has not yet commenced business still owes the pre-commencement statement. A dormant company that truly carries on no banking or insurance business should take advice on whether the February and August limbs are triggered, but it should not assume that dormancy cancels annual return filing or other CAMA duties.
Accumulating penalties are the practical risk. The daily penalty on the statement runs for every day the default continues, and it can attach to the company and to officers personally. Annual-return penalties, which the Commission has enforced in full against companies and officers, are calculated separately. Leaving both streams outstanding multiplies cost and can restrict portal access for other filings.
A small company should not treat the lower daily rate as a reason to delay. The rate is lower, not zero, and personal liability on directors and managers remains.
Practical Steps for Private Company and Public Company Filers
Compliance teams at banks and insurance companies can keep the duty manageable with a short cycle:
- Map the entity against section 733 at incorporation and again if the business mix changes. A company that adds insurance business becomes an insurance company for this section even if insurance is not its only activity.
- Fix the pre-commencement filing as a condition of going live, alongside licensing conditions from the sector regulator.
- Calendar the first Monday in February and the first Tuesday in August, with an internal draft deadline at least two weeks earlier.
- Reconcile share capital, debts, and assets to the general ledger before authentication.
- File, pay, display at head office and branches, and archive the member-and-creditor copy process.
- Keep the annual general meeting and the 42-day annual return filing on a separate tracker so one deadline does not crowd out the other.
- If a filing has been missed, calculate the daily penalty from the missed date, file the outstanding statement, and do not wait for a Commission query. Late filing still stops the daily penalty from running further once the default ends.
Sector returns to the Central Bank of Nigeria or the insurance regulator do not replace the CAC statement. Those regulators ask for prudential information on their own forms and timelines. The Corporate Affairs Commission statement is a companies-registry duty.
Frequently Asked Questions
Who must file the statement of affairs with the Corporate Affairs Commission?
Every banking company, insurance company, or deposit, provident or benefit society must file. An insurance company that also carries on another business is still an insurance company for this duty. The obligation applies to a private company and to a public company in these categories, including a small company.
When is the statement due?
It is due before the institution commences business, and afterwards on the first Monday in February and the first Tuesday in August in every year during which it carries on business. These dates are independent of the annual general meeting and of annual return filing.
What are the filing fees and penalties if we file late?
Under the Companies Regulations 2021 figures notified in February 2021, the fee is ₦5,000 for a private company and ₦10,000 for a public company. The daily penalty notified at that time was ₦250 for a small company, ₦500 for a private company other than a small company, and ₦1,000 for a public company, for each day of default, against the company and the officers identified in the notice. Confirm the amount due on the CAC registration portal before you pay, and display the filed statement at the registered office and every branch.