CAMA 2020, Plainly Explained

1. What CAMA 2020 actually is

The Companies and Allied Matters Act 2020 replaced the older 1990 version of the law and is the primary rulebook for how companies are formed, run, and wound up in Nigeria. Much of it was designed around a single goal: making it easier and cheaper for small businesses to stay compliant, without loosening the obligations that matter for larger, more complex companies.

If you registered a company before 2020, or if you're working from an older guide, some of what you were told no longer applies — several of the biggest changes specifically reduce what small companies are required to do.

2. The "small company" category — and why it matters

CAMA 2020 formally defines a "small company," and qualifying for that status is what unlocks most of the relief the Act offers. A company is generally treated as small if it meets criteria on turnover, net assets, and employee count — broadly, modest annual turnover, modest net assets, and a small team size, roughly in the tens rather than hundreds of employees.

3. Company secretary: no longer automatic

Under the old law, every company was required to appoint a company secretary, regardless of size. CAMA 2020 changed this: for small companies, appointing a company secretary is now optional rather than mandatory.

In practice, many growing businesses still choose to appoint one anyway — a good company secretary keeps filings, statutory registers, and board documentation in order, which matters the moment you're raising capital, bringing on new shareholders, or negotiating a serious contract.

4. Audits and AGMs: lighter for small companies

Two more obligations were relaxed specifically for small companies and companies with a single shareholder:

• External audit. Small companies are exempted from the requirement to have their financial statements audited by an external auditor.
• Annual General Meeting (AGM). Small companies are not required to hold a formal AGM. Decisions can generally be made through written resolutions instead of a physical meeting.
• Minute books. Companies with a single shareholder are exempted from keeping formal minute books of meetings.

These exemptions reduce cost and paperwork — but they're optional relief, not a ban. A business that wants the discipline of regular audits or formal meetings can still choose to keep them.

5. Annual returns — the one obligation everyone still has

This is the part CAMA 2020 does not relax: every registered company must still file annual returns with the CAC to confirm it remains active and that its registered details are accurate. Small companies get a lighter version — an abridged annual return with less detail than larger companies must provide — but the filing itself is not optional.

6. Other changes worth knowing

• Single-shareholder companies are now recognized. You no longer need a minimum of two shareholders to incorporate — a single person can own and run a company on their own.
• Beneficial ownership disclosure. Companies must disclose the individuals who ultimately own or control them ("persons with significant control"), with meaningful daily penalties for non-compliance — this is a compliance area that's easy to overlook.
• Company seal made optional. A physical company seal is no longer a legal requirement, though some banks still ask for one when opening a corporate account, so it's often worth having regardless.
• Digital-first filing. Most post-incorporation filings — annual returns, director changes, share capital changes — now go through the CAC's online portal rather than in person.