Approving and laying statements in Nigeria
Under CAMA 2020, who signs a Nigerian company's balance sheet, when statements are laid before members, and what goes to the CAC with the annual return.
By Achekam · · 4 min read · For Accountants & audit firms in Nigeria
Finishing a Nigerian company's financial statements is not the same as completing them in law. Once the figures are agreed, the Companies and Allied Matters Act, 2020 sets out who must sign, who must receive copies and when, the meeting at which the statements are laid, and what goes to the Corporate Affairs Commission afterwards.
Firms that prepare statements for owner-managed companies are often asked to run this last stretch too. This article sets out the sequence under CAMA, adds the Financial Reporting Council's requirement for registration numbers, and shows how approval and signing run in Achekam.
Laying the statements before the general meeting
Under section 388 of CAMA, the directors must lay the company's financial statements before a general meeting not later than 18 months after incorporation, and then at least once every year. The statements laid must be made up to a date not more than nine months before the meeting. The provisions are in the Companies and Allied Matters Act as published by the CAC.
The nine-month rule is the one to plan around. A company with a 31 December year-end must hold the meeting at which the statements are laid within nine months of that date, so the statements, the audit where one is required and the signatures must all be done in time for the notice period.
Section 377(4) adds a related step: the year-end date the directors choose must be notified to the CAC within 14 days of being determined. For a new company, that notification is easy to forget.
Two directors sign the balance sheet
Section 386 requires the balance sheet laid or delivered to be signed on behalf of the board by two directors. A single director's signature, however senior, does not meet it. For a company with only one director available at signing time, plan ahead.
Copies to members, and to the CAC
Section 387 requires copies to go to members and debenture holders at least 21 days before the meeting. Counting back from the meeting date, the signed statements must be ready and sent three weeks earlier.
After the meeting, section 388(3) requires the directors to deliver a copy of the balance sheet, profit and loss account and notes to the CAC with the annual return. Section 389 makes each director liable to a penalty set in the Commission's regulations for non-compliance.
| Step | Provision | Timing |
|---|---|---|
| Notify the year-end date to the CAC | Section 377(4) | Within 14 days of the directors' decision |
| Two directors sign the balance sheet | Section 386 | Before copies go out |
| Copies to members and debenture holders | Section 387 | At least 21 days before the meeting |
| Lay the statements at the general meeting | Section 388 | Within nine months of the balance sheet date |
| Deliver statements with the annual return | Section 388(3) | With the CAC annual return |
FRC numbers on the signed statements
The FRC adds its own requirement. Under FRC Rule 1, the persons holding the positions of chief executive officer and chief financial officer of an entity must indicate their FRC registration numbers on its annual report, financial statements and other documents of a financial nature. The certifying CFO must be a professional member of an accounting body established by an Act of the National Assembly. Which numbers go where, and the other Rule that adds to the list, is covered in FRC numbers on Nigerian financial statements.
Records matter after signing too. CAMA section 375 requires the company's accounting records to be kept at its registered office or another place in Nigeria the directors think fit, open to inspection by its officers, and preserved for six years from the date they were made.
Client approval and partner signing in Achekam
In Achekam, the client receives a link to a frozen copy of the draft statements, where they can comment, confirm or ask for changes, and their decision moves the set on or back. The link is sent only to the client's authorised review contact through the firm's own mail connector; with none set up, nothing is sent and the record says so. That gives the firm a record of the board's approval of the draft before signatures are collected.
Each set of statements names a preparer, a reviewer and an engagement partner. Only a user with a partner role can sign, and the person recorded as preparer or reviewer cannot issue it. For a Nigerian firm, Achekam also blocks the partner's signature on financial statements, and approving or issuing an audit report, until a second person has verified the firm's FRC register entry and the signing partner's FRC number, ICAN or ANAN standing and signing authority. That block cannot be overridden.
For the directors' signatures, staff can prepare a document for e-signature, add signers, approvers and copied recipients in order, and each signer signs from an e-mailed link without an Achekam account. Adding both directors as signers collects the two signatures section 386 asks for without arranging a meeting. The approach is described in directors signing statements electronically.
A completion timetable
Work backwards from the general meeting:
- Fix the meeting date, inside nine months of the balance sheet date.
- Count back 21 days for copies to members and debenture holders.
- Before that, obtain the board's approval through the client review link.
- Collect two directors' signatures on the balance sheet, with the CEO's and CFO's FRC numbers shown.
- Partner signs, once the FRC verifications in Achekam are complete.
- After the meeting, deliver the statements to the CAC with the annual return.
A firm that hands the client this timetable at the start of the year rarely finds itself racing the nine-month limit at the end.
General guidance only, not advice on your own circumstances. Tax and payroll rules change: check the current position with the authority or your adviser.
