Can Your Company Be Struck Off by CAC?

Registering a company is only the beginning. Maintaining it is an ongoing legal responsibility.

For many business owners, obtaining a Certificate of Incorporation feels like the final step in formalising a business. The company has been registered. It has an RC number. A corporate bank account may have been opened. Contracts can be executed in the company’s name. Perhaps the business has even secured major clients and built a strong reputation.

But incorporation is not the end of a company’s legal obligations. It is the beginning.

A company incorporated in Nigeria is expected to remain compliant with applicable corporate and regulatory requirements throughout its existence. This includes keeping corporate records current, filing statutory returns, updating the Corporate Affairs Commission (CAC) when relevant information changes and complying with applicable sector-specific obligations.

Failure to maintain compliance can result in penalties, an inactive or non-compliant status, difficulties with transactions and, in circumstances contemplated by law, the striking off of the company’s name from the Register of Companies.

This is not merely theoretical. In July 2026, the CAC commenced another nationwide striking-off exercise, identified as Batch 6, involving approximately 100,000 companies. Affected companies were given a 90-day period to regularise outstanding annual returns and other statutory information before the Commission proceeded with striking off.

For business owners, the message is clear: registering a company is only the first step. Maintaining its legal and regulatory status is an ongoing responsibility.

What Does It Mean for a Company to Be “Struck Off”?

When a company is incorporated, its name is entered into the Register of Companies maintained by the CAC. However, the fact that a company was once incorporated does not mean that it will remain on the Register indefinitely regardless of what happens afterwards.

Section 692 of the Companies and Allied Matters Act 2020 (CAMA) gives the CAC powers relating to the striking off of companies in specified circumstances. Among other things, the Commission may act where it has reasonable cause to believe that a company:

is not carrying on business;
has not been in operation for 10 years; or
has not complied with the provisions of CAMA for a consecutive period of 10 years.

Where the Commission proposes to strike off a company under the relevant provision, the statutory process includes publication of a notice of intention and an opportunity for the company to respond.

This distinction is important: a company does not ordinarily get struck off simply because it missed one annual return. However, prolonged non-compliance and inactivity can ultimately expose a company to the statutory striking-off process.

Why Is CAC Carrying Out Striking-Off Exercises?

The CAC is responsible for maintaining a reliable and up-to-date corporate registry. A registry containing companies that have ceased operations or remained non-compliant for prolonged periods creates problems for the integrity and usefulness of the corporate register. Recent striking-off exercises demonstrate an active approach to identifying companies that appear dormant or have failed to meet their statutory filing obligations.

The July 2026 Batch 6 exercise is particularly significant because approximately 100,000 companies were identified for the exercise. CAC advised affected companies to regularise their records, including outstanding annual returns and Persons with Significant Control (PSC) or beneficial ownership information, within the applicable 90-day compliance period. This follows earlier striking-off exercises, including the 2024 exercise concerning companies that had defaulted in filing annual returns for 10 years or more.

The recurring nature of these exercises demonstrates an important shift in how business owners should think about compliance: corporate compliance is not a one-time registration requirement. It is an ongoing regulatory responsibility.

Annual Returns: One of the Most Important Ongoing Corporate Obligations

One of the most common misconceptions among business owners is: “Once my company has been registered, there is nothing else to file with CAC unless something changes.” That is incorrect.

CAMA 2020 requires companies to file annual returns with the Commission, subject to applicable statutory exceptions. For companies to which the relevant provisions apply, annual returns are generally required to be delivered within the period prescribed by law following the company’s annual general meeting.

Annual returns serve an important regulatory function. They provide the Commission with updated information concerning the company and help maintain the accuracy and transparency of the corporate register. In practical terms, annual returns help demonstrate that the company continues to maintain its corporate records and meet its ongoing statutory obligations.

They should therefore not be treated as a mere administrative formality. Annual returns are part of maintaining the company’s legal status.

Annual Returns Are Not the Same as Tax Returns

This distinction is particularly important for business owners. A company may be up to date with its tax filings and still have outstanding CAC annual returns. Similarly, filing annual returns with CAC does not replace a company’s:

tax obligations;
pension obligations;
employment-related obligations;
data protection obligations; or
other regulatory requirements.

These are separate compliance obligations administered under different regulatory frameworks. A business should therefore have a corporate compliance calendar that covers all applicable obligations rather than assuming that compliance with one regulator automatically satisfies another.

What Other Corporate Information Must Be Kept Up to Date?

Corporate compliance goes beyond annual returns. Companies should ensure that significant changes affecting their corporate records are appropriately reflected with CAC. Depending on the circumstances, these may include:

changes in directors;
changes in shareholders or shareholding;
changes in the registered office or business address;
allotment or transfer of shares;
changes affecting persons with significant control;
changes to the company’s constitution or corporate documents;
registration or satisfaction of charges;
changes in company secretary where applicable; and
other post-incorporation filings required by law.

This is why companies should not wait until they urgently need a corporate document before reviewing their records. Corporate records should be maintained continuously.

What Is Persons with Significant Control (PSC) Compliance?

Persons with Significant Control, commonly referred to as PSC or beneficial ownership information, is another area companies should not overlook. The CAMA framework requires relevant companies to disclose information concerning persons with significant control, while the Persons with Significant Control Regulations 2022 provide the framework for collecting and submitting this information to CAC.

This becomes particularly important where ownership or control of a company cannot be adequately understood merely by looking at its immediate shareholding structure. Businesses should therefore review their PSC information whenever there is a relevant change in ownership or control and ensure that the information maintained with CAC remains accurate.

The 2026 striking-off exercise specifically referenced outstanding PSC or beneficial ownership information among the matters affected companies should regularise.

“But My Company Is Not Currently Doing Business.”

This is another common misconception. A company may be dormant or temporarily inactive, but business owners should not simply abandon its compliance obligations. Prolonged inactivity is itself relevant to the statutory striking-off framework.

If a company is no longer required, its owners should consider the appropriate legal procedure for dealing with the company rather than simply allowing years of outstanding compliance obligations to accumulate. In other words: not doing business does not necessarily mean having nothing to do from a corporate compliance perspective.

What Happens After a Company Is Struck Off?

This is where the consequences can become considerably more serious. Where a company has been struck off, the consequences extend beyond its name disappearing from the Register.

CAMA contains provisions concerning the publication of the striking off, the continuing liability of directors, managing officers and members in relevant circumstances, and the treatment of property and rights of a dissolved company. Under section 693, subject to relevant court orders, property and rights vested in or held by a dissolved company immediately before dissolution are treated as vested in the State as bona vacantia.

This is one reason business owners should not wait until after striking off before addressing their company’s compliance position. The legal and commercial consequences may become considerably more complicated once dissolution has occurred.

Can a Struck-Off Company Be Relisted?

Yes, in appropriate circumstances. CAMA 2020 provides a mechanism for restoration through the courts. Under section 692(6), a company, member or creditor aggrieved by the striking off may apply to the Court within the statutory period for an order restoring the company to the Register. Where the Court is satisfied that the statutory requirements for restoration are met, it may make an order restoring the company.

But restoration should not be confused with routine compliance. A company that has been struck off may still need to address:

outstanding filings;
penalties;
corporate records;
ownership information; and
other legal or regulatory issues.

For a business that needs to enter into contracts, obtain financing, deal with investors or undertake a restructuring, allowing its corporate status to deteriorate can create unnecessary delays and costs.

Relisting is a remedy. It is not a compliance strategy.

Striking Off Is Not the Same as Winding Up

These terms are sometimes used interchangeably by business owners, but they do not describe the same legal process. Striking off under section 692 can occur where the CAC determines that a company falls within the statutory circumstances for removal from the Register. Winding up, on the other hand, is a formal process for bringing a company’s affairs to an end and dealing with its assets, liabilities and creditors in accordance with the applicable provisions of CAMA.

The distinction matters because each process has different legal consequences and procedures. So, when discussing the closure of a company, it is important to distinguish between:

striking off;
dissolution;
winding up; and
other forms of corporate restructuring or cessation.

They are not interchangeable concepts.

Corporate Compliance Is More Than CAC Annual Returns

Corporate compliance should be viewed as a system, not a single certificate or filing. For an established company, a proper compliance framework may include at least four layers.

1. Corporate Compliance

This includes obligations administered through CAC, such as annual returns, corporate changes, shareholding records, director information, registered address, PSC or beneficial ownership information, statutory registers, corporate governance requirements and other post-incorporation filings.

2. Tax Compliance

Depending on the nature and structure of the business, this may involve filing and payment obligations to the relevant tax authorities.

3. Employment and Statutory Compliance

Companies with employees may have obligations relating to pensions, employee compensation, industrial training and other employment-related requirements.

4. Sector-Specific Regulatory Compliance

Businesses operating in regulated sectors may have additional obligations. Depending on the business, these may include data protection, financial services regulation, healthcare regulation, energy regulation, telecommunications regulation, immigration requirements, consumer protection, and industry-specific licensing or reporting obligations.

A company can therefore be fully compliant with CAC and still have outstanding obligations to another regulator. Corporate compliance is a system, not a single certificate.

Is Your Company Transaction-Ready?

This is where corporate compliance becomes a business issue rather than merely a regulatory issue. Consider a company preparing to:

obtain a major financing facility;
bring in an investor;
participate in a government contract;
enter into a major commercial agreement;
restructure its ownership;
acquire another business;
sell part or all of the business; or
undergo investment or acquisition due diligence.

In each situation, the company’s corporate records may be scrutinised. If the CAC record is outdated, annual returns are outstanding, directors are incorrectly recorded, shareholding information is inaccurate or beneficial ownership information is incomplete, the company may face avoidable delays while its records are regularised.

This is why good corporate compliance does more than keep regulators satisfied. It keeps the company transaction-ready.

A Practical Corporate Compliance Health Check

Every established company should periodically ask:

CAC and Corporate Records

☐ Are our annual returns up to date?
☐ Are there outstanding penalties?
☐ Is our company status current?
☐ Are our directors’ details accurate?
☐ Is our shareholder information accurate?
☐ Is our registered office current?
☐ Is our PSC or beneficial ownership information up to date?
☐ Have all share transfers and allotments been properly recorded and filed?
☐ Have changes to our corporate structure been reflected with CAC?

Corporate Governance

☐ Are statutory registers properly maintained?
☐ Are board and shareholder resolutions properly documented?
☐ Are required meetings being held?
☐ Are corporate decisions properly authorised and recorded?
☐ Do the company’s constitutional documents reflect its current structure?

Regulatory Compliance

☐ Are our tax obligations up to date?
☐ Are applicable pension obligations up to date?
☐ Are employment-related statutory obligations being met?
☐ Are relevant licences and permits current?
☐ Are applicable data protection obligations being addressed?
☐ Are industry-specific regulatory requirements being monitored?

Strategic Readiness

☐ Does our corporate structure still reflect the business?
☐ Have we expanded into activities requiring additional regulatory approvals?
☐ Has the ownership structure changed?
☐ Are we preparing for investment, financing, restructuring or acquisition?
☐ Would a compliance review identify issues before they become transaction blockers?

What Should You Do If Your Company Has Outstanding Compliance Issues?

First, don’t panic. Second, don’t ignore the problem. A company with outstanding compliance issues should undertake a structured review to determine:

what filings are outstanding;
what penalties have accrued;
what information currently appears on the CAC record;
whether the company’s corporate information is accurate;
whether there are outstanding PSC or beneficial ownership obligations;
whether there are other regulatory compliance gaps;
whether the company has been included in a CAC striking-off exercise; and
what steps are required to regularise the company’s position.

If CAC has published a striking-off notice affecting the company, the notice should be treated seriously and the applicable compliance window should be used to regularise the company’s position. The 2026 Batch 6 exercise demonstrates the scale of the issue, with approximately 100,000 companies identified for the exercise and a 90-day period to regularise before the Commission proceeds with striking off.

How B. E Legal Services Can Help

At B. E Legal Services, we help businesses identify and address corporate and regulatory compliance gaps before they become more serious problems or transaction blockers. Depending on the company’s circumstances, our corporate compliance support may include:

CAC status and corporate record review;
annual returns review and regularisation;
review of outstanding statutory filings and penalties;
review of directors and shareholder information;
PSC and beneficial ownership compliance;
review of share allotments and transfers;
post-incorporation filings;
corporate records and governance review;
identification of applicable regulatory obligations; and
development of an ongoing corporate compliance framework.

Our approach is not simply to ask, “What filing is outstanding?” We look at the wider question: “Is this company properly maintained, compliant and ready to do business?”

For established businesses, that distinction matters. A compliance review can help identify issues before they become obstacles to financing, investment, government contracts, major commercial transactions or restructuring.

Is your company actually compliant?

If you are unsure about your company’s CAC status, outstanding filings, corporate records or wider regulatory obligations, a corporate compliance review can help identify the gaps and the steps required to address them. Speak with B. E Legal Services about your company’s corporate compliance.

Five Corporate Compliance Mistakes Business Owners Should Avoid

1. “We have a CAC certificate, so we’re done.”

Incorporation creates the company. It does not end its statutory obligations.

2. “We haven’t made money, so we don’t need to file.”

Lack of profitability or temporary inactivity does not automatically eliminate corporate filing obligations.

3. “Our accountant handles everything.”

Tax compliance and corporate compliance are different areas. Someone should be specifically responsible for monitoring the company’s CAC and wider regulatory obligations.

4. “We’ll update everything when we need it.”

Waiting until an investor, bank, regulator or contracting party requests current corporate records can create unnecessary pressure and delays.

5. “CAC won’t really strike off companies.”

Recent CAC enforcement exercises demonstrate that striking off is a real regulatory process. The 2026 Batch 6 exercise alone identified approximately 100,000 companies for the exercise.

The Bottom Line

A company is more than its Certificate of Incorporation. It is a legal entity whose continued operation exists within a framework of statutory obligations, corporate governance requirements and regulatory responsibilities.

The recent CAC striking-off exercises should serve as a reminder to business owners and corporate managers that compliance cannot be treated as an afterthought. The key question should not simply be “Is my company registered?” It should be:

“Is my company compliant, properly maintained and ready to do business?”

A company that maintains accurate corporate records, files its statutory returns on time and keeps its regulatory obligations under review is better positioned to:

protect its legal standing;
maintain stakeholder confidence;
avoid unnecessary penalties and delays; and
respond quickly when commercial opportunities arise.

Register the company. Maintain the company. Protect the company.

Corporate compliance is not merely about avoiding penalties. It is part of responsible business management.

Sources and Further Reading

This article draws on:

Companies and Allied Matters Act 2020 (CAMA), particularly the provisions relating to annual returns and striking off.
Corporate Affairs Commission (CAC): information concerning corporate registration, post-incorporation services, annual returns and public searches.
Companies Regulations 2021: relevant corporate compliance requirements and prescribed penalties.
Persons with Significant Control Regulations 2022: beneficial ownership and PSC disclosure requirements.
CAC public notices concerning annual returns and penalties.
CAC 2026 Batch 6 striking-off exercise.
CAC 2024 striking-off exercise.

Disclaimer

This article is provided for general information and educational purposes only and does not constitute legal advice. The application of corporate and regulatory requirements may vary depending on the nature, structure and activities of a particular business. Businesses should obtain appropriate professional advice based on their specific circumstances.

Can Your Company Be Struck Off by CAC? What Nigerian Business Owners Need to Know