The New Face of Post-Incorporation Process for Companies at the Corporate Affairs Commission (CAC) in Nigeria

By Hyginus Ibega Esq.

The Corporate Affairs Commission (CAC) has recently introduced new measures for post-incorporation filings. These changes reflect the Commission’s commitment to transparency, accountability, and better corporate governance. Whether you are a lawyer, company secretary, or business owner or compliance officer of a corporate entity, it is important to understand the new compliance demands, as they directly affect how changes in company records are processed.

Key New Requirements

1. UPLOAD MEANS OF IDENTIFICATION OF REMOVED DIRECTORS

When directors are removed from the board, their valid means of identification must now be uploaded. This ensures that CAC records remain accurate and that the identities of former directors are properly documented. This is unlike what obtains prior to this change wherein all a company needs to do is to upload the valid means of identification of the incoming directors or shareholders only.

2. UPLOAD MEANS OF IDENTIFICATION OF DIRECTORS WHO SIGNED RESOLUTIONS

Resolutions effecting post-incorporation changes must be backed with the valid IDs of the directors who signed them. The IDs must clearly reflect their signatures, giving authenticity to the authority behind the resolution.

3. CONSENT LETTERS OF NEWLY APPOINTED DIRECTORS

Every new director must formally consent to serve on the board by signing a consent letter. This document must be uploaded to confirm that the appointment was voluntary and accepted.

4. MEANS OF IDENTIFICATION OF NEW DIRECTORS REFLECTING THEIR SIGNATURES

The IDs of newly appointed directors, whether National ID, International Passport, or Driver’s Licence, must also be uploaded. Importantly, the IDs must display their signatures, to help CAC verify identity and prevent fraudulent appointments.

5. AFFIDAVIT ACCEPTING LIABILITY FOR DEFECTS

Companies must now depose to an affidavit accepting liability for any defect in their application. This means that if false, incomplete, or misleading information is provided, the company and its officers may face legal consequences under the Companies and Allied Matters Act (CAMA) 2020.

WHY THIS MATTERS

For businesses: You cannot afford to treat post-incorporation filings casually anymore. Missing IDs, unsigned consents, or incomplete documentation will lead to rejection of your application.

For directors: These requirements protect you against unauthorized appointments or removals, since CAC now insists on personal IDs and signatures.

For lawyers and compliance officers: The reforms demand greater diligence. Proper documentation, timely collection of IDs, and accurate preparation of affidavits are now essential parts of corporate practice.

THE CRUX

The new face of post-incorporation process is about credibility and accountability. CAC wants to ensure that every corporate record truly reflects the will of the directors and shareholders. For companies, this means better protection against fraud and disputes. For professionals, it means raising the standard of corporate compliance.

Therefore, before making any post-incorporation filing, prepare all necessary IDs, signatures, and consent letters in advance and be ready to swear an affidavit taking responsibility for the information you submit.

Hyginus Ibega Esq.
Sure Path Attorneys
Maitama, Abuja
Surepathattorneys@gmail.com.

Source: BarristerNG