Section 165 of the Companies and Other Business Entities Act (Chapter 24:31) or “the Act” read together with the Fourth Schedule to the Act Deal with compliance by submission of Annual Returns. It says that every company shall make and file with the Registrar an annual return consisting of a summary, in the form contained in the Fourth Schedule that is Form of annual return of company. Failure to comply with the aforesaid section will result civil penalty of category 3. The details that should be contained therein in the form Annual Return are as follows:
- Directors of the company as at the date of the return,
- Secretary of the company
- Name and address of the company external auditors
- Company’s registered office
- Place where the register of members or shareholders is kept, if not kept at the registered office
The annual return of a company must be submitted within twenty-one (21) days of the anniversary date of its incorporation, registration or re-registration. This is a requirement that every company should comply with. There a reason why this is defaulted. Lack of knowledge of compliance requirements could be one of the reasons and there is need for professionals like MTC for professional advice. Also lack of knowledge of what needs to be done is also a contributing factor for failing to submit annual returns in time. The process may be cumbersome coupled with unwillingness to pay for professional service up until there is a need to change other forms. The Registrar requires one to be up to date with Annual returns should there be need to change other forms arises.
This article serves to inform our clients to update their annual returns as and when they fall due. This is of utmost importance to avoid future hurdles brought about by the mere fact that the annual returns are not updated.