Outliers Corporate Governance Centre™ — Building boards and governance systems that compound trust, oversight and long-term value.

Relevant laws and official guidance

The governing law is the Companies and Allied Matters Act (CAMA) 2020. Section 415 of CAMA 2020 requires every company to file annual returns with the CAC, and CAMA 2020 introduced the requirement to maintain a register of Persons with Significant Control (PSC). Beneficial ownership rules are reinforced by dedicated regulations: CAMA 2020 provides the statutory mandate with a 5 per cent ownership threshold and the foundation for the Persons with Significant Control Regulations 2022, with the CAC managing a national register. Fees and specific deadlines are set administratively and change periodically, so confirm current details on the CAC portal.

Who the obligations may apply to

Depending on entity type, this may apply to private and public limited companies, companies limited by guarantee, business names, and incorporated trustees — with different forms and requirements for each. Companies with “Limited” or “Ltd” in their name must file annual returns, while business names registered with CAC renew their registration periodically.

Basic compliance expectations

In general terms, companies are expected to file annual returns, keep statutory registers (members, directors, secretaries) accurate, maintain and update the PSC/beneficial ownership register, and notify the CAC of changes to directors, shareholders, share capital or registered address within applicable timelines. A PSC must notify the company within 7 days of any change, and the company must update the CAC within one month.

Common filings and submissions

These commonly include annual returns; changes to directors, secretaries or shareholders; increase or restructuring of share capital; change of registered address; beneficial ownership updates; and requests for certified true copies or status reports.

Documents or records usually required

Typically: certificate of incorporation and constitutional documents, up-to-date registers of members and directors, resolutions supporting any changes, PSC/beneficial ownership information, financial information required for the return, and prior filings.

Practical readiness checklist

• Confirm your first annual return timing (new companies generally file within their first 18 months, then annually).
• Maintain a live PSC/beneficial ownership register at your registered office.
• File director, shareholder and address changes promptly rather than in bulk later.
• Reconcile your internal cap table with the CAC record.
• Clear any outstanding annual returns before requesting other CAC services.

Common mistakes to avoid

Believing registration alone is enough; skipping returns in a dormant year; neglecting the PSC register; leaving director/address changes unfiled; and letting arrears accumulate — the CAC has commenced striking off companies that have not filed annual returns for extended periods. Confirm current fees and deadlines on the CAC portal.

How Outliers Professionals can support

We support clients with CAC readiness, documentation preparation, review and advisory guidance across post-incorporation filings and record-keeping, including help regularising outstanding returns. We are not a regulator and cannot guarantee registration, acceptance or a specific outcome.

Relevant laws and official guidance

The governing statute was recently overhauled. The Investments and Securities Act 2025 repeals and replaces the 2007 Act and, for the first time, explicitly recognises private equity and venture capital funds as Collective Investment Schemes within the SEC's remit. ISA 2025 introduces formal recognition and regulation of digital assets and virtual asset service providers, new provisions for commodity markets, enhanced investor protection, and revised minimum capital requirements — existing operators remain valid but must meet the revised minimum capital by 30 June 2027. The SEC also issues Rules and circulars that change periodically, so confirm current requirements with the Commission.

Who the obligations may apply to

Depending on activity, this may apply to fund and portfolio managers, brokers/dealers, investment advisers, trustees, registrars, issuers raising public capital, and operators of collective investment schemes, private equity and venture capital funds. Any company or individual dealing in securities or providing securities-related services in Nigeria must register with the SEC, and operating without registration is unlawful under ISA 2025.

Basic compliance expectations

In general terms, market participants are expected to register in the correct operator category, meet minimum capital and “fit and proper” requirements for key personnel, make accurate offering and periodic disclosures, and observe AML/CFT and investor-protection rules. Registered operators renew their registration annually, not later than 31 January each year. Fund managers must provide pre-approved, accurate offering documents and periodic investor reports, and face liability for misstatements or omissions.

Common filings and submissions

These commonly include operator (CMO) registration and category selection, sponsored-individual registrations and examinations, registration of securities or schemes to be offered publicly, periodic and event-driven filings, and ongoing market disclosures.

Documents or records usually required

Typically: CAC incorporation documents reflecting the intended capital market activities, evidence of minimum paid-up capital, audited accounts, business plan and organisational structure, compliance and IT policies, fidelity insurance, and profiles of sponsored individuals and directors.

Practical readiness checklist

• Confirm the correct operator category for your intended activities.
• Ensure your CAC objects and share capital support those activities before applying.
• Plan for sponsored individuals to complete SEC/NCMI training and examinations.
• Map your capital position to the revised ISA 2025 minimum capital and the 30 June 2027 deadline.
• Build AML/CFT and disclosure procedures early.

Common mistakes to avoid

Operating an investment platform before registration; misjudging the operator category; leaving minimum-capital uplift too late; weak offering-document controls; and overlooking that PE/VC and digital-asset activities now fall within scope. Confirm specifics with the SEC.

How Outliers Professionals can support

We support clients with capital-markets readiness, category assessment, disclosure and filing preparation, governance documentation, review and advisory guidance. We are not a regulator and cannot guarantee registration, approval or a specific outcome.