Beyond the Certificate: A Checklist for Essential Post-Incorporation Services in Nigeria

You’ve done it. After navigating the process, you finally hold your brand-new Certificate of Incorporation from the Corporate Affairs Commission (CAC). This document is a significant milestone, transforming your idea into a legal business entity. It’s a moment to celebrate!

However, a common and costly mistake many Nigerian entrepreneurs make is viewing this certificate as the finish line. In reality, it’s the starting gun. Your CAC certificate is your business’s birth certificate, but just like a person, your company requires ongoing attention and maintenance to remain healthy, legally compliant, and active.

This is where post-incorporation services come in. These are the mandatory filings and best practices you must undertake after registration to keep your business in good standing. Neglecting them can lead to hefty penalties, loss of credibility, and even the risk of your company being delisted. This checklist will guide you through the essential services you need to manage.

1. Filing Annual Returns (The Yearly Health Check)

This is the most critical, non-negotiable post-incorporation duty. Annual returns are a yearly update submitted to the CAC, confirming that your company is still a going concern. It provides a snapshot of your company’s directors, shareholders, and financial position.

• When is it due? For company, your first annual return is due 18 months after incorporation and for business name, it is 1 year after date of registration. After that, it must be filed once every calendar year (by June 30th for companies and business names).
• Why is it crucial? Failure to file leads to your company being marked as ‘Inactive’ on the CAC portal. This status is a major red flag for banks, investors, and clients. Prolonged non-compliance leads to penalties and eventual delisting.

“Kwik Logistics Ltd,” a new delivery company, registers in January 2020. The owner, busy with operations, forgets to file their first annual return by the July 2021 deadline. In late 2024, they apply for a business expansion loan. The bank conducts a search on the CAC portal and discovers the company’s status is ‘Inactive’. The loan application is immediately denied, halting their growth plans until they pay the accumulated penalties and regularize their status.

2. Updating Changes to Company Details (Keeping Your File Current)

Your business will evolve, and the CAC must be officially notified of any significant changes to its structure or key personnel.

• Change of Registered Address: If your office moves, you must file a notice of change of address. The registered address is the official point of contact for all government correspondence.
• Changes in Directors or Shareholders: When a director resigns or is appointed, or when shares are transferred (e.g., bringing on a new partner), these changes must be filed.
• Change of Company Secretary: If your company secretary changes, this must also be officially recorded.

A tech startup, “Innovate Solutions Ltd,” brings on a new investor who purchases 20% of the company’s shares. To make this legally binding, the company must file  re-allotment or shares and update its statement of share capital with the CAC. If they fail to do this, the new investor has no legal standing as a shareholder, which can lead to serious ownership disputes down the line.

3. Altering Your Memorandum & Articles of Association (MEMART)

Think of your MEMART as your company’s constitution. It defines your business objectives, rules of operation, and share capital. If you need to make fundamental changes, you must file for an alteration.

• Common reasons: Increasing your company’s share capital to take on bigger projects, or changing the nature of your business.

A company registered as “Dapo Global Services Ltd” initially focused only on selling clothes. After two years, they decide to launch a new line of skincare products. Since skincare production is not listed in their original business objectives (the “nature of business” in their MEMART), they must file an alteration with the CAC. This legalizes their new business line and is often a requirement before they can get regulatory approvals like NAFDAC.

4. Tax and Other Regulatory Registrations (Beyond the CAC)

Your compliance journey extends beyond the CAC. Immediately after incorporation, you should:

• Register with the FIRS: Register with the Federal Inland Revenue Service (FIRS) to obtain your Tax Identification Number (TIN). This is mandatory for opening a corporate bank account and for all tax filings.
• Register for VAT: If your company deals in goods and services, you must register for Value Added Tax (VAT) and make monthly remittances.
• Register with SCUML (If Applicable): Certain businesses, known as Designated Non-Financial Businesses and Professions (DNFBPs), must register with the Special Control Unit against Money Laundering (SCUML). This includes real estate agents, car dealers, supermarkets, lawyers, and accountants.

A newly registered real estate agency, “Prime Properties Ltd,” tries to open a corporate bank account. The bank manager informs them that, due to the nature of their business, a SCUML certificate is a mandatory requirement for account opening. Their CAC certificate alone is not enough.

5. Maintaining Statutory Books and Records

While not a filing service, this is a crucial internal practice. Every registered company is legally required to maintain statutory books, including:

• A Register of Members (Shareholders).
• A Register of Directors.
• Minutes of all board and general meetings.

As “Innovate Solutions Ltd” grows, they seek venture capital funding. During the due diligence process, the investors’ lawyers ask to review the company’s statutory books, particularly the minutes of the board meetings where key strategic decisions were made. Because the founders kept meticulous records, they appear organized, transparent, and professional, which significantly boosts the investors’ confidence.

Finally, your Certificate of Incorporation is the key that starts your business’s engine, but post-incorporation compliance is the fuel and regular maintenance that keeps it running smoothly. Staying on top of these essential services is not just about avoiding penalties; it’s about building a credible, transparent, and resilient business. It ensures you are always ready to seize opportunities—be it a loan, an investment, or a major contract—without being held back by preventable compliance issues. Create a compliance calendar or engage a trusted professional to manage these tasks. Your future self will thank you.

Ochidoz Ltd can handle your CAC registrations and  Annual Returns Filing in Nigeria. Click here to send us a WhatsApp chat or give us a call at +2349061182744.