If your company or business name is showing as “Inactive” on the Corporate Affairs Commission (CAC) portal, you may be wondering how to restore it to “Active” status.
In many cases, an inactive status is connected with the entity's failure to file its required annual returns with the CAC. The good news is that an inactive status does not necessarily mean that the company has been permanently dissolved. Depending on the circumstances, the entity may be able to regularise its status by filing its outstanding annual returns and paying the applicable statutory fees and penalties.
This article explains how to change an inactive company to active status on the CAC portal, the role of annual returns, the documents and information you may need, and what to do if the entity has several outstanding years.
What Does “Inactive” Mean on the CAC Portal?
When a company is listed as inactive on the CAC public search or portal, it generally indicates that the company's statutory compliance status is not up to date.
One of the common reasons for an inactive status is failure to file annual returns for the required periods.
Annual returns are statutory filings through which a registered entity provides the CAC with prescribed information about the entity and confirms its continuing status.
It is important to distinguish an inactive company from a company that has been struck off or dissolved. An inactive status may still be capable of being regularised, whereas a dissolved entity may require a different legal process before it can resume operations.
Can an Inactive Company Be Made Active Again?
Yes, in appropriate circumstances.
Where the inactive status resulted from outstanding annual returns, the company can generally regularise its CAC compliance by filing the outstanding annual returns, together with the applicable fees, penalties and other required filings.
The exact process depends on:
The type of entity;
The number of years for which annual returns are outstanding;
Whether the company has other outstanding compliance obligations;
Whether the CAC has already commenced or completed a strike-off process; and
Whether the company's records on the CAC portal require correction or updating.
Therefore, before commencing the filing process, it is advisable to conduct a CAC status and compliance check.
What Are CAC Annual Returns?
CAC annual returns are periodic statutory filings required from registered entities to keep their corporate records up to date.
Annual returns are separate from the company's annual financial statements and should not be confused with tax returns filed with the relevant tax authorities.
Depending on the type of entity, information required for an annual return may include details relating to the company's:
Registered office;
Directors;
Shareholders or members;
Share capital;
Secretary, where applicable;
Beneficial ownership information; and
Other prescribed corporate information.
The filing requirement and information required may differ depending on the nature of the registered entity.
Why Is It Important to File Annual Returns?
Failure to file annual returns can create significant compliance problems for a company.
An entity with outstanding annual returns may experience:
Inactive status on the CAC portal
Accumulation of statutory penalties or filing obligations
Difficulty obtaining evidence of good corporate compliance
Problems during corporate transactions and due diligence
Difficulties updating certain company information
Potential regulatory action, including strike-off procedures where applicable
For companies seeking investment, financing, government contracts, major commercial transactions or regulatory approvals, an inactive CAC status can also raise unnecessary due-diligence concerns.
How to Change CAC Status from Inactive to Active
The process generally involves identifying and filing all outstanding annual returns required to regularise the company's records.
Step 1: Conduct a CAC Status Check
First, confirm the company's current status on the CAC portal.
Check whether the entity is:
Active;
Inactive;
Pending a particular compliance action;
Struck off; or
Subject to another restriction or issue.
Also determine the years for which annual returns are outstanding.
Do not immediately assume that filing one annual return will restore the company to active status. Where several years are outstanding, the CAC may require the relevant outstanding filings to be addressed.
Step 2: Review the Company's Corporate Information
Before filing the annual returns, review the company's existing CAC information.
Confirm that details such as the following are accurate:
Company name;
Registration number;
Registered office;
Directors;
Shareholders;
Shareholding structure;
Share capital;
Company secretary, where applicable;
Persons with Significant Control/beneficial ownership information; and
Other information required by the CAC.
Where the company's information has changed, the appropriate statutory filings may need to be completed.
This is particularly important because filing an annual return is not necessarily the appropriate mechanism for correcting every change in a company's corporate records.
Step 3: Identify All Outstanding Annual Returns
Determine the exact years for which annual returns have not been filed.
For example, a company may have outstanding returns for:
2022 → 2023 → 2024 → 2025
In such a situation, the company should not simply treat the latest year as the only outstanding filing.
The outstanding compliance history should be reviewed so that the company's records can be properly regularised.
Step 4: Prepare the Required Information and Documents
The information required will depend on the nature of the company and the particular annual return being filed.
Depending on the circumstances, you may need corporate information relating to:
Directors;
Shareholders;
Share capital;
Registered office;
Beneficial ownership;
Company secretary;
Financial information; and
Other prescribed particulars.
Where financial statements or other supporting documents are required, they should be prepared in the appropriate form before commencing the filing.
Step 5: File the Outstanding Annual Returns on the CAC Portal
Log into the CAC's online registration platform and select the relevant compliance or annual return filing option applicable to the entity.
Enter the required information for the outstanding period and upload the documents requested by the portal.
Where more than one year is outstanding, the filings should be handled in accordance with the sequence and requirements applicable on the CAC portal.
Step 6: Pay the Applicable CAC Fees and Penalties
The company may be required to pay the applicable statutory filing fees and penalties associated with the outstanding annual returns.
The amount payable can depend on the type of entity, the period involved and the applicable CAC fee regime.
Accordingly, it is advisable to confirm the amount generated by the CAC portal rather than relying on an old fee schedule or an unofficial online calculator.
Step 7: Monitor the CAC Application
After submission and payment, monitor the application through the CAC portal.
The filing may be:
Accepted;
Approved;
Queried; or
Returned for correction or additional information.
If CAC raises a query, address the query promptly and resubmit the application where necessary.
Step 8: Confirm That the Status Has Changed to Active
Once the outstanding compliance requirements have been successfully processed, conduct another CAC status search.
The objective is to confirm that the company's status has been updated from Inactive to Active.
It is also advisable to retain evidence of:
Successful annual return filings;
Payment receipts;
CAC approval or acknowledgement;
Updated company information; and
The company's current CAC status.
These records may be useful for future due diligence, banking, regulatory or commercial transactions.
How Many Years of Annual Returns Must an Inactive Company File?
There is no universal answer that applies to every inactive company.
The required filings depend on the company's individual compliance history and the records maintained by the CAC.
For example, if a company has failed to file annual returns for four consecutive years, simply filing the most recent year's return may not necessarily resolve the company's outstanding compliance obligations.
The safest approach is to check the company's CAC record and identify every outstanding filing before attempting to regularise its status.
How Much Does It Cost to Reactivate an Inactive Company on CAC?
The cost depends on several factors, including:
The type of entity;
Number of outstanding annual returns;
Applicable annual return filing fees;
Statutory penalties;
Other outstanding CAC filings; and
Whether professional assistance is required.
Therefore, there is no single fixed “CAC reactivation fee” that applies to every inactive company.
A company that has only one outstanding annual return may have a substantially different compliance cost from a company that has accumulated several years of outstanding returns.
Does Filing Annual Returns Automatically Make a Company Active?
Not necessarily immediately.
Filing the outstanding annual returns is an important step where inactivity is caused by non-compliance with annual return obligations, but the company's status may depend on the complete compliance position reflected in the CAC records.
If there are other outstanding issues, such as unresolved queries, incorrect corporate information or a strike-off process, additional steps may be necessary.
This is why a CAC compliance review should be carried out before assuming that annual return filing alone will resolve the issue.
What If the Company Has Already Been Struck Off?
This situation is different from simply having an inactive status.
If the company has already been struck off or dissolved, filing ordinary annual returns may not be sufficient to restore it.
The appropriate procedure will depend on the company's status and the applicable provisions of Nigerian company law.
In such circumstances, the company should obtain professional advice before making filings, particularly where the company owns assets, has outstanding liabilities, is involved in litigation, or needs to enter into a significant transaction.
Can a Lawyer File Annual Returns for an Inactive Company?
Yes. A company can engage a lawyer, company secretary, accredited agent or other appropriate professional to assist with its CAC compliance, subject to the applicable CAC filing requirements.
Professional assistance can be particularly useful where:
Several years of annual returns are outstanding;
The company's directors or shareholders have changed;
The company has changed its registered address;
Shareholding information needs updating;
Beneficial ownership information requires attention;
The company has received CAC queries;
There are discrepancies in the CAC records; or
The company's status is unclear.
A professional can conduct a compliance review before filing, reducing the risk of submitting incomplete or inconsistent information.
Inactive vs Struck-Off Company: What Is the Difference?
These terms should not be treated as interchangeable.
StatusGeneral MeaningPossible Next StepActiveCompany is reflected as active on the CAC recordsMaintain ongoing complianceInactiveCompany has compliance issues affecting its statusReview and regularise outstanding obligationsStruck off/DissolvedCompany has been removed from the register in accordance with the applicable processDetermine whether restoration or another legal remedy is available
The company's actual CAC record should always be checked before deciding what procedure to follow.
Common Mistakes When Trying to Reactivate a CAC Company
1. Filing only the latest annual return
If several years are outstanding, filing only the latest return may leave earlier obligations unresolved.
2. Assuming “Inactive” means the company no longer exists
An inactive status should not automatically be interpreted as dissolution.
3. Using outdated CAC fees
CAC fees and requirements can change. Always confirm the applicable fees through the current CAC platform or applicable official information.
4. Ignoring changes in company information
If the company's directors, shareholders, address or other corporate particulars have changed, those changes may require separate filings.
5. Confusing CAC annual returns with tax returns
CAC annual returns are corporate compliance filings. They are different from tax filings made to the relevant tax authorities.
6. Failing to check the company's complete compliance history
Before filing, obtain a clear picture of all outstanding obligations rather than dealing with only the most recent year.
Frequently Asked Questions About CAC Inactive Status
How do I change my company status from inactive to active on CAC?
Where inactivity results from outstanding annual returns, the company should identify and file the outstanding annual returns, pay the applicable fees and penalties, resolve any queries or other compliance issues, and subsequently confirm the updated status on the CAC portal.
Can an inactive company still operate?
An inactive status is a compliance concern and should not simply be ignored. The company should review its CAC status and regularise its outstanding obligations as soon as possible.
How do I check if my company is inactive on CAC?
You can conduct a company search using the CAC's official online platform and review the status displayed against the company's registration details.
What happens if annual returns are not filed?
Failure to file annual returns can result in penalties and may affect the company's status with the CAC. Persistent non-compliance may also expose the company to further regulatory consequences.
Can I file several years of annual returns at once?
Where several years are outstanding, the CAC portal may require the relevant outstanding returns to be filed in accordance with its prescribed process. The company's individual compliance record should be checked before filing.
How long does it take for CAC to change inactive status to active?
The timeframe can vary depending on the nature of the filing, whether the application is queried, the number of outstanding filings and CAC processing requirements. An applicant should monitor the application through the CAC portal.
Conclusion
An inactive CAC status does not necessarily mean that a company has ceased to exist permanently. Where the status results from outstanding annual returns, the appropriate response is to review the company's CAC compliance position, identify the outstanding returns, file them correctly, pay the applicable statutory charges and resolve any outstanding issues.
However, companies should avoid treating the process as simply a matter of paying a “reactivation fee.” The correct approach is to determine why the company became inactive and what obligations remain outstanding.
If your company has been inactive for several years, has received a CAC query, has changes in its directors or shareholders, or you are unsure whether the company has merely become inactive or has been struck off, a proper CAC compliance and corporate records review should be undertaken before filing.