kingsleyuk2003:

So how do enterprise file annual return? Do they just state the profit to them? How?

lawyer:
This Information is both for old owners of companies and prospective new registrars of companies.

This deals with your Annual returns and the harzards of not following the rules of company floatations:

After your company has been incorporated, it doesnt just end there in fact the legal work and requirements has just begun unless without knowing it, your company could be delisted after some time because of the failure to follow some certain rules and protocols which includes the following:

1. A major requirement is that every company must have a company secretary. What they mean by company secretary isnt the secretary at the door of your company or customer care secretary, the company secretary is he one that handles most of the legal work that relates with the C.A.C so it wont be delisted or desubscribed for failure to do certain things. Such things incllude:

a. Filing of your ANNUAL RETURNS:

Most companies are delisted because of their failure to pay the Annual returns of the company. An Annual return payment is a yearly payment or tax to the government showing that your company exists and its still functioning. The C.A.C is so secretive about this because the more people are Ignorant about this, the more fees you pay to them when your in their problem.

Section 370-378 of the Companies and Alied Matters Act (CAMA) 1990 PROVIDES FOR THE PAYMENT OF THE ANNUAL RETURNS AND PUNISHMENTS.

Every company formed from the date of its incorporation must pay its first Annual Returns immediately after 18 Months of registration. That is if your company was formed in January 2006, you should pay your Annual returns from the first of July 2008 and any immediate default attracts a late fee of N100 per day for not complying.

The fees for the Annual returns is Just N2,000 PRESENTLY which is subject to increase likely Next year. So bring out your calculators AND START CALCULATING YOUR ANNUAL RETURNS YOURSELF in case you have defaulted.

The hazards of this is that failure to pay these sums would deproscribe your company from the C.A.C without you been aware and when you might need the company and would need a document from them to show its existence, you would find out that it is no longer there and you have to re-register a new company all over again.

Even before you file your annual returns, it is a must that all companies, whether small or big must go through routine Annual general meetings. I know there are so many companies with just only 2 directors and your wondering why should 2 of you just do an Annual General meeting?

It is important to note that there are also certain documents to be filed with the annual returns fee that requires the company secretary to handle.

The Annual General Meeting just between the 2 directors or more should streamlinre the following:

1. Declaration of Dividend ( As long as there are 2 Directors in the company, your company ought tohave made profit. Whether you just made N100 profit or N1Billion Naira,it shold be noted and divided according to the share structure between 2 of you. So if yor company is a 50-50 thing and you made N150 Profit, after subtracting all the capital expenses and miscellaneous things invested through out the year from that N150, whatis remaining is the dividend that should be shared between the 2 directors or more, whether 50-50 or 80-20 or depending on the share ration.

Now you don't need to disburse the money just like that in cash, but it must be recorded that there was a declaration of dividend and should be noted and attached to the C.A.C. Failure to do this attracts a penalty fee or worse still de proscription from the C.A.C register.

2. Also the presentation of your financial statement of that past year should be declared and attached

3. Minutes of the general Meeting

4. Auditors report     

Also every company must keep in its head or registered office the following;

1.The registrer of members

2. Minute books

3. Registrar of Directors shareholding

4. Registrar of directors and secretaries

5. Accounting Records

To avoid all these wahala and due processes, that is why companies engage Company secretaries to handle all these things at the right time and alert you on the fees and things to do. Most of all these Minutes are already done by the company secretary and files all the bills so that you don't run afoul of the law and pay big penalties that you don't know about.

To see how important the Annual Returns is, you cannot do anything at the C.A.C in future or ask for any document or certified true copy of anything without proof of the Annual Returns paid till date. In case your company wans to take a loan and the bank organizes a search whether the company exists, without that payment of the Annual Returns, you can't do anything.

In case you need your company to add new directors, allot shares or take out a mortgage, purchase new products through the CBN or government auctions or even bid for a new job or proposal and a search at the C.A.C is required, your company will be under the line of fire.

I have a friend whose father registered the company in 1997 and recently the father passed away. So in the process of getting the probate documents and getting the accounts and monies stored in different bank accounts by his father's company, the bank asked for the certified true copy of the Memorandum of Association. The guy also wanted to replace the dad as the new director and when we got to the C.A.C, He was politely told that he should file his annual returns before he can change the director, change the name of the official address of the company or get a certified true copy of the companys incorporation documents.

Lets do the calculation together. N2000 per year for 11 years and 100 per day for each year not paid. All you accounting gurus should help me out here!

Till today, his fathers money is still there and he cant prove otherwise or change the directors because of this small problem and it is still accumulating.

So please don't run afoul of these rules and your Company would be just fine!

cheers!