Annual returns for incorporated trustees
The annual return, bi-annual statements and other CAC filings the trustees of a Nigerian incorporated association make, with dates and penalties.
By Achekam · · 4 min read · For Running a business businesses in Nigeria
Churches, mosques, alumni associations, foundations, professional societies and community development groups across Nigeria are registered as incorporated trustees. Their trustees are often volunteers with day jobs, and the filings that come with registration at the Corporate Affairs Commission (CAC) are easy to forget until a bank, a donor or a government agency asks for a status report and the association turns out to be in default.
The rules for incorporated trustees are not the same as those for companies. There is an annual return with its own window, two statements a year, and short deadlines for changes. This article sets out each one, from the Companies and Allied Matters Act, 2020 (CAMA) and the Companies Regulations 2021.
The annual return: between 30 June and 31 December
Under CAMA, the trustees of an incorporated association must submit an annual return to CAC not earlier than 30 June or later than 31 December each year, other than the year of incorporation. The return must be accompanied by the audited statement of accounts for the year of return.
The return shows the trustees, the members of the council or governing body, land held by the association and any changes to its constitution. Under the Companies Regulations 2021, a copy of the register of members is attached to every annual return.
Two practical points follow. The association needs audited accounts, so an auditor must be appointed and given time to do the work before the window closes. And the register of members must be kept up to date, because a copy goes with every return. What the audited accounts involve is covered in audited accounts for incorporated trustees.
Bi-annual statements on Form CAC/IT 5
Separately from the annual return, the Companies Regulations 2021 require incorporated trustees to file bi-annual statements on Form CAC/IT 5:
| Statement made up to | File not later than |
|---|---|
| 30 June | 15 July |
| 31 December | 15 January following |
These statements of affairs come round quickly. A treasurer who leaves the June figures until August has already missed the July date. Set both dates in the association's calendar at the start of each year, with the name of the person responsible.
Changes: within 15 days of the resolution
Associations change: trustees retire, the name is altered, the constitution is amended. Under the Companies Regulations 2021, post-incorporation applications for incorporated trustees, other than annual returns, bi-annual statements and miscellaneous filings, must be filed with CAC within 15 days of the date the resolution is passed. Where an application must be published, CAC does not process it until 28 days after the last publication.
Fifteen days is short for a volunteer board. The practical answer is to prepare the CAC filing at the same meeting that passes the resolution, so it can go in the following week.
The financial year and the books
The Companies Regulations 2021 fix the financial year of an association as 1 January to 31 December. Every incorporated association works to the calendar year, whatever its activities.
That makes the books simpler to set up. If the association keeps its books in Achekam, the management accounts show an income statement for a chosen period beside the period before and a balance sheet at period end, both added up from its own journals and exportable as PDF or CSV. The year-to-date preset starts on 1 January, which matches an association's financial year exactly. The June figures for the first CAC/IT 5 statement and the December figures for the second come from the same reports.
Penalties and fees
Defaults cost money. The penalty schedule in the Companies Regulations 2021 sets a daily default penalty of N500 and a one-off penalty of N10,000 for incorporated trustees. CAMA itself says default on the annual return attracts a penalty prescribed by regulation.
Filing in time also has a price. The fee schedule in the same Regulations lists incorporated trustees' annual returns and other post-incorporation and miscellaneous filings at N5,000 each. The Regulations' cover is dated December 2020, so check CAC's current fees and penalties before you budget. The wider picture of CAC penalties is in CAC late filing penalties. The forms, fees and penalty schedule are all in the CAC's published Companies Regulations 2021.
Keeping the books and appointing an auditor
An association that wants its filings to be painless needs three things in place all year.
- Books kept monthly. Donations, dues, grants and spending recorded as they happen, not reconstructed in November.
- An auditor appointed early. A business on Achekam appoints its accounting firm by the firm's Achekam address or firm code, as accountant, auditor, tax practitioner, payroll provider or adviser, with an access level, and the firm accepts or declines. An association can appoint its auditor the same way, so the auditor can review the books directly.
- Records in one place. Achekam's Document Centre is a folder-based store where files and whole folders can be uploaded, tagged, searched and archived, with earlier versions kept. A folder per year for the minutes, the register of members, the CAC acknowledgements and the audited accounts means a new treasurer can pick up where the last one stopped.
The trustees' calendar
- 15 January: CAC/IT 5 made up to 31 December.
- Early in the year: auditor appointed and books closed for the prior year.
- 15 July: CAC/IT 5 made up to 30 June.
- 30 June to 31 December: annual return, with audited accounts and the register of members.
- Within 15 days of any resolution: the related CAC filing.
Pin this calendar inside the minute book. When the trustees change, it is the first page the new ones should read.
General guidance only, not advice on your own circumstances. Tax and payroll rules change: check the current position with the authority or your adviser.
