Restoring a deregistered company with the Corporate Affairs Commission (CAC) in Nigeria is a process designed to reinstate a company that was struck off the CAC register due to non-compliance or other reasons. This guide will walk you through the necessary steps, legal requirements, and practical tips to successfully restore your deregistered company.
What Does Deregistration Mean?
A company is deregistered when the CAC removes it from its official registry, effectively rendering it non-existent in law. This often happens due to reasons such as:
Non-filing of annual returns: Companies are required to file annual returns under the Companies and Allied Matters Act (CAMA).
Non-compliance with CAC directives: Failure to comply with regulatory obligations or resolutions.
Voluntary winding up: A company may apply for deregistration if it is no longer in operation.
Legal Framework for Restoration of Deregistered Company
The restoration of deregistered companies is governed by the Companies and Allied Matters Act (CAMA) 2020. Section 692 of CAMA provides that an application for restoration can be made within 2 years of deregistration.
Steps to Restore a Deregistered Company
- Confirm the Deregistration Status
Start by conducting a public search on the CAC portal to confirm the company’s deregistration status. This is essential to ensure the company is eligible for restoration.
- Engage Legal Representation
Restoration typically requires a court order. Engage a lawyer who specializes in corporate law to assist in preparing the necessary documents and filing the application.
- Prepare the Court Application
The application to restore a deregistered company must include:
- A detailed affidavit stating the reasons for restoration.
- Proof of the company’s activities before deregistration.
- Evidence of rectification of the issues that led to deregistration.
Common grounds for restoration include:
- An error in the deregistration process.
- Continued business operations despite deregistration.
- Fulfillment of overdue compliance requirements.
- Obtain a Court Order
Once the court is satisfied with your application, it will issue an order for the restoration of the company. The court order is a legal mandate to reinstate the company in the CAC register.
- Submit the Court Order to the CAC
File the court order with the CAC along with the following:
- A formal application for restoration.
- Payment of prescribed fees.
- Updated annual returns and other compliance documents.
- Pay Outstanding Penalties and Fees
Settle any outstanding fees or penalties that may have accrued during the period of non-compliance.
- Reactivate the Company’s Records
Once the restoration process is complete, the company’s status on the CAC portal will be updated to active. The company will then be able to resume legal operations.
Timeline for Restoration of Deregistered Company
The restoration process can take several weeks to months, depending on the complexity of the case and the court’s schedule. Ensure all documents are complete and accurate to avoid delays.
Common Challenges and How to Overcome Them
- Incomplete Records
Ensure that you have all necessary documents, including previous annual returns and financial records.
- Disputes Among Shareholders
Resolve any internal disputes before initiating the restoration process.
- Delays in Obtaining a Court Order
Work closely with your legal team to expedite the court proceedings.
Post-Restoration Compliance
After restoration, maintain full compliance to avoid future deregistration:
- File annual returns on time.
- Keep company records updated with the CAC.
- Adhere to all regulatory requirements.
Conclusion
Restoring a deregistered company with the CAC is a legal and administrative process that requires diligence, compliance, and professional guidance. By following the steps outlined above, you can successfully reinstate your company and resume operations. Ensure to maintain compliance to avoid future disruptions to your business.
For expert assistance with company restoration or other CAC-related matters, feel free to contact our team today.
Adebayo Oluwole is a seasoned chartered accountant and a member of Chartered Institute of Taxation of Nigeria with over twenty years of experience. His expertise cuts across accounting, auditing and taxation. He has helped hundreds of individuals translate their dreams into reality by offering them pre and post registration services. His focus is to help SMEs grow in the marketplace.