CAC Penalties in Nigeria: Complete List of Violations, Daily Fines, and How to Avoid Them (2025 Guide)

A friend called me last month. His company had been struck off the CAC register. No warning. No email. Just gone. He probably didn’t see the notification or take it serious as should.

He had been running his business for three years; making sales, paying staff, even filing tax returns with FIRS. But he forgot his CAC annual returns. The cost to restore, about ₦150,000 in penalties and fees, plus weeks of stress and legal headaches.

Here’s what shocked him most: “I didn’t know there were so many rules.”

And that’s the problem. Most Nigerian business owners treat CAC compliance like optional homework until they get hit with penalties that could have been easily avoided.

If you’re serious about your business, you need to understand every single CAC penalty. Not just the common ones. All of them.

Why?

Because ignorance isn’t a defense. When CAC sends you a penalty notice, you saying “I didn’t know” won’t reduce your bill by one naira.

Right now, in June 2025, CAC struck off 100,000 companies in their 5th batch of delisting. They’ve automated their enforcement system. They’re tracking every deadline digitally. And they’re collecting penalties from companies and directors personally.

This guide gives you the complete list; every violation, every penalty, every deadline. Whether you’re a startup founder, an SME owner, or managing multiple companies, this is your reference to stay compliant and avoid unnecessary costs.

Let’s get into it.

Why Every Serious Business Owner Must Know These Penalties

CAC compliance isn’t just about avoiding fines. It’s about protecting your business’s legal standing, your ability to operate, and your personal liability as a director.

Here’s what happens when you ignore CAC requirements:

• Your company gets struck off – You lose your business name, your bank accounts get frozen, and you can’t sign contracts
• You personally pay penalties – CAC can now recover penalties from directors individually, not just the company
• You can’t raise investment – No serious investor will fund a non-compliant company
• Banks refuse to work with you – Try opening a corporate account without a Letter of Good Standing
• You face travel restrictions – Immigration issues can arise for directors of seriously non-compliant companies
• You risk imprisonment – False statements to CAC carry up to 2 years jail time

So when we say “you need to know these penalties,” we’re not being dramatic. We’re being realistic about what CAC enforcement looks like in 2025.

Now, let’s go through every single violation.

Complete List of CAC Violations and Penalties

CATEGORY 1: ANNUAL RETURNS & FINANCIAL REPORTING

1. Failure to File Annual Returns

Every company must file its first annual return within 18 months of incorporation (Section 417(1), CAMA 2020).

After the first filing, the timeline depends on your company type:

For companies that hold AGMs (regular private and public companies):

• File annual returns within 42 days after each Annual General Meeting (Section 421(1), CAMA 2020)
• AGMs must be held within 15 months of the previous AGM (Section 371)

For small companies and single-member companies (exempt from holding AGMs under Section 238):

• Must still file annual returns once every year (Section 417)
• CAMA 2020 doesn’t specify the exact deadline for these companies
• In practice, CAC expects filing by the incorporation anniversary month

An annual return shows who your directors are, who your shareholders are, your registered address, and your share capital. It’s basically your company’s yearly status report to CAC.

Example:
You registered January 15, 2023. Your first annual return is due by July 15, 2024 (18 months later). After that, you file within 42 days of each year’s AGM.

What happens if you don’t file:

• Your company gets flagged as non-compliant
• Penalties accumulate yearly
• After 10 consecutive years of non-filing, CAC can strike off your company under Section 692 of CAMA 2020
• Right now, 100,000 companies are being delisted for this

Penalties (per CAC’s official schedule):

• Small companies: ₦3,000 per year
• Private companies: ₦5,000 per year
• Public companies: ₦10,000 per year
• Companies Limited by Guarantee: ₦5,000 per year

PLUS daily penalties (enforced from April 1, 2024):

On November 2, 2023, CAC issued a public notice announcing full application of penalties under Companies Regulations 2021. These penalties are authorized under Section 853 of CAMA 2020, which empowers CAC to impose administrative penalties for non-compliance, with specific amounts detailed in the Companies Regulations 2021/2022:

• Small companies: ₦250 per day
• Private companies: ₦500 per day
• Public companies: ₦1,000 per day

Critical detail: These daily penalties apply to the company AND each director AND the company secretary separately.

Example calculation:
A private company 2 years late with 2 directors and 1 secretary:

• Annual penalty: ₦5,000 x 2 years = ₦10,000
• Daily penalties: ₦500/day x 730 days = ₦365,000
• If applied to company + 2 directors + 1 secretary = ₦365,000 x 4 = ₦1,460,000
• Total: ₦1,470,000

Yes, that’s one million naira plus for being 2 years late.

2. Failure to Hold Annual General Meeting (AGM)

Most private and public companies must hold their first AGM within 18 months of incorporation, then at least once every 15 months thereafter (Section 371, CAMA 2020).

Exceptions: Small companies (turnover under ₦120 million, net assets under ₦60 million) and single-member companies are NOT required to hold AGMs under Section 238 of CAMA 2020.

What happens at an AGM:

• Present financial statements
• Declare dividends (if any)
• Appoint/reappoint directors and auditors
• Discuss major company decisions

Important connection to annual returns: For companies required to hold AGMs, the annual return filing deadline is 42 days after the AGM (Section 421(1), CAMA 2020). So failing to hold an AGM doesn’t just attract its own penalties, it also makes it impossible to know when your annual return is due.

Penalties for failure to hold AGM:
Under Section 371(6) of CAMA 2020, if a company fails to hold an AGM as required, the company and every officer in default are liable to penalties as the Commission may prescribe. While specific penalty amounts aren’t published in the standard CAC penalty schedule, the legal power to impose fines is explicit, and non-compliance can lead to CAC intervention and regulatory action.

3. Late Filing of Financial Statements (Schedule 14 Statement)

Companies must file certain financial information with their annual returns, particularly the Schedule 14 statement showing the company’s financial position.

Penalty (per CAC schedule):
₦100 per day for each director, company secretary, and the company until filed.

This might seem small, but over months, it adds up. And like annual returns, it’s charged separately to each officer.

CATEGORY 2: PSC (PEOPLE WITH SIGNIFICANT CONTROL) COMPLIANCE

4. Failure to File PSC Information

PSC stands for “People with Significant Control”, that is, anyone who owns 5% or more of your company or controls major decisions (like blocking special resolutions, appointing/removing directors, etc.).

Under Sections 119 and 791 of CAMA 2020 and the PSC Regulations 2022, you must file PSC particulars within one month of incorporation or when someone becomes a PSC.

Why this matters in 2025:
PSC enforcement is one of the main reasons CAC is striking off 100,000 companies. The government wants full transparency on who controls every Nigerian business (anti-money laundering standards from FATF).

Penalties:
According to CAC’s official PSC guidance and enforcement practice:

• Daily monetary penalties between ₦5,000 to ₦50,000 on the company, EACH director, and the company secretary for every day of default
• Company status marked as “INACTIVE” on all CAC portals
• CAC refuses to issue Letter of Good Standing
• CAC blocks ALL post-registration applications (you can’t change address, update directors, file returns—nothing)
• Officers face up to 2 years imprisonment for false PSC statements

Real case: A company documented by Qrafteq accumulated ₦19.75 million in PSC penalties over 987 days for one unresolved PSC issue.

How penalties are triggered:
PSC penalties apply when CAC’s system detects:

• Unfiled PSC notice
• Conflict in PSC information (e.g., ownership percentages don’t add up to 100%)
• Missing PSC updates after share transfers

Once flagged, penalties run daily until you fix it. There’s no automatic suspension. You must resolve the issue, then apply to CAC to stop the penalties and reactivate your company.

5. Failure to Update PSC Changes

When ownership changes—someone buys shares, sells shares, or transfers control—you must update CAC within one month.

Example:
Your business partner sells his 40% shares to a new investor. That new person is now a PSC. You have 30 days to file the change.

Penalty:
Same as above—daily penalties between ₦5,000 to ₦50,000 on the company and each officer until resolved.

CATEGORY 3: POST-INCORPORATION CHANGES

6. Late Filing of Changes in Director Particulars

When a director is appointed, resigns, or their details change (address, name, etc.), you must file this with CAC within 14 days.

Penalty (per CAC schedule):
₦5,000 for late filing

7. Late Filing of Change in Shareholding

When shares are transferred between shareholders or new shares are issued, you must file within 14 days.

Penalty:
₦5,000 for late filing

8. Late Filing of Return of Allotment

When your company issues new shares (allotment), you must file a return showing who received the shares and how many.

Penalty:

• Public company: ₦10,000
• Private company: ₦5,000

9. Late Filing of Notice of Change in Registered Address

Your registered address is where CAC sends official correspondence. If you move offices, you must update CAC within 14 days.

Penalty:
₦50 per day for every director, company secretary, and the company.

Example:
If you’re 100 days late with 2 directors and 1 secretary:

• Company: ₦50 x 100 = ₦5,000
• Director 1: ₦50 x 100 = ₦5,000
• Director 2: ₦50 x 100 = ₦5,000
• Secretary: ₦50 x 100 = ₦5,000
• Total: ₦20,000

10. Late Filing of Increase in Share Capital

If your company issues more shares (increases share capital), you must file this with CAC.

Penalty:

• Public company: ₦10,000
• Private company: ₦5,000

11. Late Filing of Notice of Change of Company Name

If your company changes its name (requires special resolution and CAC approval), you must file the notice once approved.

Penalty:
₦5,000 for late filing

12. Late Filing of Alteration of Memorandum and Articles of Association

Your Memorandum and Articles are your company’s constitution. Any changes require filing with CAC.

Penalty:
₦5,000 for late filing

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CATEGORY 4: CHARGES AND SECURITY INTERESTS

13. Failure to Register Company Charges

If your company takes a loan and uses company property as collateral (equipment, land, inventory, future income), that’s a “charge.” You must register it with CAC within 90 days.

Why this matters:
If you don’t register the charge, it becomes void (legally unenforceable) per Section 139 of CAMA 2020. The lender loses their security, and you lose credibility.

Penalty:

• Public company: ₦10,000
• Private company: ₦5,000
• Plus the charge is void

14. Late Filing of Notice/Deed of Release

When a charge is paid off and released, you must file this with CAC.

Penalty:
₦5,000 for late filing

CATEGORY 5: COMPANY LIQUIDATION & WINDING UP

15. Late Filing of Notice of Appointment of Liquidator

When your company is being wound up, you must notify CAC of the liquidator’s appointment.

Penalty:
₦5,000 for late filing

16. Late Filing of Resolution for Winding Up

If shareholders pass a resolution to wind up the company, this must be filed with CAC.

Penalty:
₦500 for each director and the company secretary (separate penalties for each person)

CATEGORY 6: BUSINESS NAMES (NON-LIMITED ENTITIES)

17. Failure to Renew Business Name

If you registered a business name (not a limited company), it expires every 3 years and must be renewed under Section 825(1)(b) of CAMA 2020, which provides that the registration of a Business Name is valid for three years and is renewable for subsequent periods of three years each.

Example:
You registered “Jane’s Bakery” in January 2022. It expires January 2025. You must renew before expiry.

Cost:
As of October 2025, business name registration costs ₦20,000 (increased from previous ₦10,000). Late renewal adds penalty fees.

18. Operating an Expired Business Name

If your business name expired and you’re still using it on invoices, receipts, or signage, that’s illegal under CAMA 2020.

Penalty:
Fines up to ₦50,000 depending on enforcement action, with possible prosecution.

CATEGORY 7: STATUTORY OBLIGATIONS

19. Failure to File Statement of Affairs

If your company is registered but not yet operating, you must file a Statement of Affairs saying “We exist but are dormant.”

Many of the 100,000 companies being struck off never filed anything—no annual returns, no Statement of Affairs. CAC treats them as abandoned.

Penalty:
No specific daily penalty, but after 10 years of complete non-filing, CAC strikes off the company.

20. Submitting False or Incorrect Information

Lying on any CAC form – about your address, directors, share capital, PSC information, anything – is a criminal offense.

Example:

• Claiming your office is in Lagos when the building doesn’t exist
• Listing a director who never agreed to be a director
• Falsifying share ownership percentages
• Hiding beneficial owners (PSCs)

Penalty:
Up to ₦100,000 fine OR imprisonment for up to 2 years OR both (Section 462 of CAMA 2020).

This is serious. CAC can actually prosecute directors for false PSC statements.

21. Failure to Maintain Statutory Registers

Your company must keep registers (physical or digital) of:

• Members (shareholders)
• Directors and secretaries
• PSCs
• Charges (secured loans)
• Transfers of shares
• Mortgages and debentures

These must be available at your registered office for inspection.

Penalty:
Administrative penalties apply under CAMA 2020. While not specified in the CAC penalty schedule, courts can impose fines for non-compliance during inspections or disputes.

22. Failure to Display Company Name at Registered Office

Your company name must be displayed prominently at your registered office address.

Penalty:
While not in the main CAC penalty schedule, CAMA 2020 requires this and penalties can apply during CAC inspections.

23. Failure to Notify CAC of Cessation of Business

If you permanently stop operating, you’re supposed to officially dissolve the company. If you don’t, CAC continues expecting annual returns and AGMs.

Consequence:
Penalties accumulate even though you’re not operating. After 10 years, CAC strikes off the company anyway—but you’ll owe all the accumulated penalties.

24. Ignoring CAC Queries or Requests for Information

Sometimes CAC sends letters or emails asking for clarification, updated documents, or additional information about your filings.

Example:

• CAC notices your director’s signature doesn’t match records and asks for updated ID
• CAC queries a discrepancy in your share structure
• CAC requests proof of your registered address

Penalty:
No fixed amount, but CAC can:

• Suspend your company account
• Block all applications
• Refuse to issue compliance certificates
• Initiate strike-off proceedings

Rule: Always respond within the timeframe CAC gives (usually 30 days). Even if you don’t have complete information, acknowledge the query and explain your situation.

25. Late Filing of Other Documents (Miscellaneous)

This is a catch-all for any other required CAC filings not specifically listed above.

Penalty:
₦5,000 for late filing (per CAC schedule)

What Happens at Different Stages of Non-Compliance

To be practical, if you have read to this point, it means you’re probably behind on something. Here’s what to expect based on how far behind you are:

1–3 Years Behind on Annual Returns

What’s happening:

• Annual penalties accumulating (₦15,000-₦30,000 for most companies)
• Daily penalties adding up if CAC has activated enforcement (could be ₦200,000-₦500,000 more)
• Company flagged as non-compliant in CAC database
• You can’t get a Letter of Good Standing

What you should do:

• File all missing annual returns immediately
• Pay accumulated penalties
• Your company can be regularized without major complications

No immediate strike-off risk.

3–10 Years Behind

What’s happening:

• Penalties are now substantial (₦50,000-₦100,000+ in annual penalties alone)
• Daily penalties could be in millions if fully applied
• Your company might already be on a preliminary strike-off list
• Banks are refusing services
• Can’t participate in tenders or government contracts

What you should do:

• Get professional help (Qrafteq or a law firm)
• Calculate your total liability
• File missing returns urgently
• May need to negotiate payment plan with CAC

Strike-off risk increasing but still manageable.

10+ Years Behind

Critical stage:
CAC can strike off your company under Section 692 of CAMA 2020.

What’s happening:

1. CAC publishes a Public Notice of Intention to Strike Off listing your company
2. You get 90 days to file ALL missing returns and PSC information
3. If you don’t respond, your company is struck off and published in a Notice of Striking Off
4. From publication date, your company is legally dissolved

What “struck off” means:

• Company legally ceases to exist
• You cannot operate, sign contracts, or use the company name
• Bank accounts frozen
• All company property goes to government (bona vacantia)
• Restoration requires Federal High Court order (₦200,000-₦500,000 in legal fees, 6-12 months process)

Right now in July 2025: 100,000 companies are at this stage. CAC is serious.

Understanding How CAC Penalties Are Actually Calculated

This confuses most people, so let’s break it down with real examples.

Example 1: Small Company, 2 Years Late on Annual Returns

Company details:

• Small private company
• 2 directors, 1 company secretary
• 2 years behind on annual returns
• No other violations

Penalty calculation:

Annual penalties (fixed):

• ₦3,000 x 2 years = ₦6,000

Daily penalties (from April 1, 2024):

• ₦250/day per officer (company + 2 directors + 1 secretary = 4 officers)
• Days late: 730 days (2 years)
• ₦250 x 730 x 4 = ₦730,000

Total owed: ₦736,000

If filed before April 1, 2024, you’d only owe ₦6,000. If filed now, you owe ₦736,000. That’s 122 times more.

Example 2: Private Company with PSC Issue

Company details:

• Private company
• PSC information never filed (company 3 years old)
• 3 directors, 1 secretary
• Annual returns current

Penalty calculation:

PSC penalties:

• Let’s assume ₦10,000/day penalty applied (mid-range)
• Days since incorporation: 1,095 days
• Applied to company + 3 directors + 1 secretary = 5 parties
• ₦10,000 x 1,095 x 5 = ₦54,750,000

Yes, that’s 54 million naira.

Plus consequences:

• Company status: INACTIVE
• Cannot process any CAC applications
• Cannot get Letter of Good Standing
• Effectively paralyzed

This is why PSC compliance is non-negotiable.

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Why CAC Enforcement Got Aggressive in 2024-2025

Four major reasons:

1. Digital Automation

CAC upgraded their entire system. Every deadline is tracked automatically. The moment you’re late, flags trigger. No human discretion, no “looking the other way.”

2. FATF Pressure & PSC Enforcement

Nigeria was grey-listed by the Financial Action Task Force (FATF) for money laundering concerns. To get removed, Nigeria must prove beneficial ownership transparency. Hence the aggressive PSC enforcement, it’s not just CAC being strict, it’s international compliance.

3. Revenue Generation

Government needs money. Non-compliant companies represent billions in uncollected penalties. CAC is now a revenue agency, not just a registry.

4. Registry Cleanup

CAC estimates that 30-40% of registered companies are dormant or abandoned. The strike-off campaigns clean the register, making it more credible internationally and easier to manage.

The message is clear: “Do business properly, or don’t do business at all.”

How to Avoid Every Single CAC Penalty in Nigeria

Let’s make this actionable. Here’s your complete compliance system:

Step 1: Create Your Compliance Calendar (Today)

Open a spreadsheet or use Google Calendar. Input:

Annual deadlines:

• Date of incorporation
• First AGM due date (18 months from incorporation, if required)
• Subsequent AGM dates (every 15 months, if required)
• First annual return due date (18 months from incorporation, OR 42 days after first AGM if held earlier)
• Subsequent annual return dates (42 days after each AGM for regular companies; by incorporation anniversary month for small/single-member companies)

Regular checks:

• Monthly: Review any director/shareholder changes
• Quarterly: Verify address is still current
• Annually: Audit your statutory registers

Set reminders 60 days before, 30 days before, and 7 days before each deadline.

Step 2: File Your PSC Information This Week

If you haven’t filed PSC information yet, stop reading and do it now.

How:

1. Go to CAC services portal
2. Log into your company account
3. Navigate to PSC filing section
4. List everyone who owns 5%+ or controls company decisions

Not sure who qualifies as a PSC? Read this Qrafteq guide for detailed explanation and examples.

Already have PSC issues (penalties running)? You need professional help urgently. Contact Qrafteq or a CAC compliance firm.

Step 3: Update Every Change Within 14 Days

Create a simple rule: Anytime something changes in your company structure, file it within 2 weeks.

What triggers filing:

• Director appointed or resigned
• Shares bought or sold
• Office moved
• Company name changed
• Share capital increased
• Any loan taken using company assets as security

Don’t batch these. Don’t wait. File immediately.

Step 4: Maintain Your Statutory Registers

Even if you’re a one-person company, keep these records:

1. Register of Members – Who owns shares, how many, when acquired
2. Register of Directors – Names, addresses, appointment dates
3. Register of PSCs – Beneficial owners with 5%+ control
4. Register of Charges – All loans with company assets as security
5. Register of Share Transfers – History of share movements

These can be digital (spreadsheets are fine). Just keep them updated and accessible at your registered office.

Step 5: Set Up Automated Reminders

Use tools:

• Google Calendar – Free, sends email/SMS reminders
• Trello/Asana – For companies managing multiple entities
• CAC compliance software – Some law firms and consultancies offer this

If you’re managing 3+ companies, hire a company secretary or compliance officer. It’s cheaper than one year of accumulated penalties.

Step 6: Never Ignore CAC Communications

CAC sends emails and letters to your registered address and email on file.

If you get a CAC query:

1. Read it carefully
2. Note the response deadline (usually 30 days)
3. Gather requested documents
4. Respond even if you don’t have everything ready

If you’re on a strike-off list:

• You have 90 days to respond
• File all missing returns immediately
• Pay all penalties
• Apply for removal from the list

Don’t assume CAC will “just forget about it.” They won’t.

Step 7: Do an Annual Compliance Audit

Every year (set a reminder for your company’s birthday), do a complete audit:

Questions to ask:

• ✅ Are annual returns filed and current?
• ✅ Is PSC information accurate?
• ✅ Have we filed all director/shareholder changes?
• ✅ Is our registered address still valid?
• ✅ Are statutory registers updated?
• ✅ Do we have any pending charges to register?
• ✅ Is our business name current (if applicable)?
• ✅ Have we responded to all CAC queries?

If any answer is “no,” fix it within 7 days.

Step 8: Check the CAC Strike-Off Lists

CAC publishes strike-off lists on their website. Search your company name quarterly.

Where to check:

• CAC official website under “Public Notices”
• CAC services portal company search

If you find your name, act within 24 hours. This is an emergency.

Step 9: Keep Digital Copies of Everything

Every CAC filing generates a receipt or acknowledgment. Keep them organized:

Filing system:

• Create folder: “CAC Compliance [Company Name]”
• Subfolders by year
• Save PDFs of every filing receipt
• Save copies of annual returns
• Save PSC filing confirmations
• Save proof of penalty payments

Why: If CAC claims you didn’t file something, your receipts are your proof.

Step 10: Budget for Compliance

Include CAC compliance in your annual business budget:

Typical annual costs (for small-medium private company):

• Annual return filing: ₦5,000-₦10,000
• Post-incorporation changes (estimated): ₦10,000-₦20,000
• Professional compliance service (optional): ₦50,000-₦150,000/year
• Total: ₦65,000-₦180,000/year

Compare this to the cost of non-compliance:

• 2 years of penalties: ₦500,000-₦1,500,000
• Strike-off restoration: ₦200,000-₦500,000 (legal fees alone)
• PSC penalties (if triggered): Potentially millions

Compliance is always cheaper than penalties.

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When You Need Professional Help

You should call a CAC compliance expert if:

✅ You’re more than 1 year behind on filings
✅ You have PSC issues (company marked INACTIVE)
✅ You received a strike-off notice
✅ You manage multiple companies and can’t keep track
✅ CAC sent you a query you don’t understand
✅ You need to calculate complex penalty liabilities
✅ You’re too busy running your business to handle compliance

At Qrafteq, we specialize in CAC compliance for Nigerian businesses. We handle:

• Filing all missing annual returns
• Resolving PSC conflicts and penalties
• Updating post-incorporation changes
• Managing compliance calendars year-round
• Responding to CAC queries
• Removing companies from strike-off lists
• Full compliance audits

Think of us as your external compliance department. You focus on growing your business; we make sure you stay legal.

Contact us for a free compliance audit. We’ll tell you exactly where you stand and what it will cost to fix.

Related Resources from Qrafteq

• Why You Must Fix PSC Issues Before Filing Annual Returns – Deep dive into PSC compliance with real case studies
• CAC Business Name Registration Fee Increase (October 2025) – Latest fee updates and what they mean for your business

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Final Word: Compliance Is Not Optional

CAC penalties in Nigeria are real, they’re aggressive, and they’re being enforced like never before.

100,000 companies are being struck off right now. Business owners who said “I’ll do it later” are scrambling to save their companies or facing six-figure restoration costs.

You don’t have to be one of them.

Here’s what you do today—not next week, not next month, today:

1. Check when your next annual return is due – If it’s within 60 days, start preparing now
2. Verify your PSC information is filed – If not, file it this week
3. List all pending changes you haven’t filed – Directors, shares, address, anything
4. Search if you’re on the strike-off list – If yes, get professional help immediately
5. Set up your compliance calendar – 30 minutes now saves you years of stress

The cost of compliance is always less than the cost of penalties.

And if you’re already behind, don’t panic, but don’t delay either. Most situations can still be fixed. The companies that get struck off are the ones that ignore the problem until it’s too late.

Need help catching up or staying compliant?

Contact Qrafteq today. We’ll audit your company’s compliance status, calculate your exact liability (if any), and create a plan to get you back on track, before CAC comes knocking.

Your business is too important to lose over paperwork you forgot to file.