CAC to delist 100,000 dormant companies over non-compliance with CAMA regulations

The Corporate Affairs Commission (CAC) has issued a stern warning to 100,000 companies at risk of being delisted from Nigeria’s corporate registry due to prolonged inactivity and non-compliance with statutory obligations under the Companies and Allied Matters Act (CAMA), 2020.

In a public notice released Monday, the Commission disclosed that it has identified the affected firms as dormant or inactive for at least 10 years, and as having failed to submit mandatory annual returns or disclose Persons with Significant Control (PSC) as required by law.

The move marks one of the largest corporate sanitation exercises ever undertaken by the CAC, aimed at cleaning up Nigeria’s business register, boosting transparency, and aligning with international anti-money laundering (AML) standards.

“It shall be unlawful for any company struck off the Register of Companies to continue carrying on business unless it is restored by an order of the Federal High Court,” the notice stated.

The CAC has given the affected companies a 90-day window from the date of publication to regularize their filings, submit outstanding annual returns, and send activation requests to [email protected] where necessary. Failure to comply will result in the automatic dissolution of these companies.

Under Section 692 (4) of CAMA 2020, the Commission has the legal authority to strike off any company that remains dormant or non-compliant, particularly where there is “reasonable cause to believe the company is not carrying on business.”

Once delisted, such companies are deemed legally dissolved, and any transaction involving them is considered null and void.

“It is illegal to enter into any transaction or deal with a company that has been dissolved,” the CAC warned.

This enforcement action comes amid renewed efforts by the federal government to strengthen corporate governance, increase tax compliance, and combat financial crimes. By delisting shell and inactive companies, the CAC hopes to eliminate loopholes exploited for illicit financial flows, identity masking, and tax evasion.

“This is a necessary step to sanitize the corporate space,” said Dr. Abiodun Kolade, a governance consultant.

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“Many of these dormant entities exist only on paper and are often used for opaque financial dealings. This purge will send a strong message to defaulting companies while increasing trust in the Nigerian corporate system.”

This is not the Commission’s first mass delisting exercise. A similar notice was issued in July 2024, after which several non-compliant entities were struck off in November of the same year.

The CAC had then provided a 90-day statutory period for erring companies to comply, but only a few responded before the deadline expired.

The filing of annual returns is a critical compliance requirement under Nigerian company law. For registered companies, the report is due within 42 days of each incorporation anniversary, while business names are expected to file by June 30 every year.

Failure to file attracts monetary penalties, including the accrued annual return fees and late filing fines. More seriously, persistent default may result in regulatory sanctions, reputational damage, or involuntary dissolution.

The CAC has published the full list of the 100,000 companies slated for delisting on its official website, encouraging company owners, directors, and stakeholders to verify their status and act swiftly.

As the countdown begins, the Commission has reaffirmed its commitment to building a transparent, accountable, and functional corporate registry in line with Nigeria’s broader economic and anti-corruption agenda.