What Every Nigerian Business Should Know About CAC Registration to Avoid Delisting

The Corporate Affairs Commission (CAC) recently made headlines after striking off more than 240,000 companies from its register. 

For many of these businesses, the delisting came as a shock, owners only discovered the problem when they tried to open a corporate bank account, bid for a government contract, or attract investors, only to be told their company no longer legally existed.

This mass removal highlights a simple but crucial truth, registering a business in Nigeria isn’t just about getting a certificate of incorporation. Continuous compliance with CAC regulations is what keeps a company alive in the eyes of the law.

Why businesses get delisted

When the CAC delists a company, it means that the business has been erased from the official database of registered entities. In legal terms, such a company has ceased to exist. 

Many of the firms recently removed had failed to file their annual returns for nearly two decades, a clear violation of the Companies and Allied Matters Act (CAMA) 2020.

Non-compliance doesn’t just put your business at risk of delisting. It also shuts the door to opportunities. No investor, bank, or government body wants to transact with a company that is technically “dead.”

Getting CAC registration right

To avoid falling into this trap, business owners must not only register properly but also keep their records up to date. Here are the key steps every Nigerian business should understand about registration:

Choose a unique name

Every company starts with a name search on the CAC portal. Your chosen name must not be identical to or misleadingly similar to an existing business. Once approved, it can be reserved for 60 days while you complete the rest of the process.

Draft Legal Documents

The Memorandum and Articles of Association (commonly called MEMART) form the backbone of your company. They define your objectives, address, share capital, and internal governance rules. These documents must align with the provisions of CAMA and be signed by the promoters.

Declare Share Capital

Private companies in Nigeria must have a minimum share capital of ₦100,000. However, many entrepreneurs choose a higher figure to boost credibility with banks and investors. The higher the capital, the higher the filing fees, so this decision should balance perception with cost.

Appoint Directors and Shareholders

The law requires at least two directors for most companies (one for smaller entities) and at least one shareholder. The CAC will ask for details such as names, addresses, occupations, and valid identification. Directors must be adults in sound mental health and free from disqualification under CAMA.

File Registration Documents

With your forms, MEMART, and directors’ details ready, everything is uploaded through the CAC’s online portal. Filing fees and stamp duties are determined by your declared share capital. Once the documents are verified, the process moves to the final stage.

Get Incorporated and Stay Compliant

Upon approval, the CAC issues a Certificate of Incorporation. But that’s only the beginning. Businesses must also register for a Tax Identification Number (TIN), secure relevant permits, and most importantly, file annual returns within 42 days of their anniversary date. Failure to do so repeatedly can lead to delisting.

Staying on the Right Side of the Law

Avoiding delisting is straightforward:

• File your annual returns consistently.
  
• Pay all statutory fees on time.
  
• Disclose significant shareholders and company control structures as required by law.
  
• Keep your corporate records updated with the CAC.
  

The CAC has made it clear that it will not hesitate to remove dormant or non-compliant companies. It has also warned that individuals running businesses without registration could face arrest and prosecution under Section 863 of CAMA 2020.

What you should know

For entrepreneurs in Nigeria, CAC registration isn’t just a one-off milestone, it’s an ongoing commitment. 

A registered company that fails to maintain compliance risks being wiped off the map, losing credibility, and forfeiting opportunities.

The lesson is clear, keeping your business legally alive requires discipline, not just paperwork.