How to File Annual Returns for a Dormant Company (2026 Guide)

Many entrepreneurs register a company but do not begin operations immediately due to specialized funding issues, specialized market specialized research, or specialized personal specialized reasons. In the eyes of the Corporate Affairs Commission (CAC), if a company is not yet trading or has no significant specialized financial specialized transactions, it is considered Dormant. However, dormancy is not an excuse for non-compliance. You must still file your Annual Returns every year to keep your company's status as "Active" on the CAC Public Search.

This guide provides a step-by-step walkthrough of how to file annual returns for a dormant company in 2026.

---

🏗️ What is a Dormant Company?

A company is considered dormant in 2026 if:

• It has had no significant accounting transactions during the financial year.
• It is not yet operational.
• Note: Paying for your specialized initial registration or specialized annual specialized filing specialized fees does not count as a "significant transaction."

---

⚡ Why File Returns even if Inactive?

1. Avoid Penalties: The CAC charges specialized daily specialized penalties for every day a company is in default of its annual returns.
2. Prevent Striking Off: If a company fails to file for several years, the CAC can specialized "Strike Off" the company from the specialized Register of specialized Companies, assuming it is abandoned.
3. Maintain "Active" Status: To open a bank account later or apply for a specialized government specialized grant, your company status must show as "Active" on the CAC portal.
4. Lower Fees: Filing for a dormant company is generally simpler and specialized cheaper than filing for an active one.

---

⚡ The 2026 Online Filing Workflow

Step 1: Prepare a "Statement of Dormancy"

Instead of a full audited financial statement, a dormant company can file a simple Statement of Affairs or a specialized Affidavit of Dormancy signed by the directors.

• This document states that the company has not yet commenced business and has no specialized accounting specialized transactions for the year.

Step 2: Log in to the Post-Incorporation Portal

Visit the CAC Post-Incorporation portal and log in with your accredited credentials.

Step 3: Select "Annual Returns"

Navigate to the "Filings" section and select "Annual Returns."

Step 4: Enter the Filing Year

Input the year you are filing for (e.g., 2025 returns filed in 2026).

Step 5: Upload the Statement of Dormancy

Upload a clear digital scan of the signed Statement of Affairs or specialized Statement of Dormancy.

Step 6: Final Payment & Approval

• Pay the official filing fee (Approx. ₦5,000 for a Private Limited Company).
• If you are filing late, the system will automatically calculate the specialized Penalty Fee.

---

🏗️ Essential 2026 Checklist

• Directors' Signatures: The filing must be signed by at least two directors.
• NIN: All directors must have their verified National Identification Number (NIN) linked to the company profile.
• Timeline: Annual returns should be filed within 42 days after the company's Annual General Meeting (AGM).

---

📚 Related Corporate Guides

Explore more details on corporate management and compliance:

• Penalty for Late Filing of CAC Annual Returns (2026 Update)
• How to File CAC Annual Returns Online
• How to Change a Business Name to a Limited Company with CAC in Nigeria
• How to Get a Certified True Copy (CTC) of CAC Documents

---

Frequently Asked Questions (FAQ)

1. How much is the penalty for a dormant company?

The penalty for late filing is the same for both active and dormant companies. It is a specialized fixed daily specialized fee that accumulates until you file.

2. Can I file returns for multiple years at once?

Yes! If you have missed several years, you can file them sequentially on the portal, paying the specialized respective specialized fees and specialized penalties for each year.

3. How long does the approval take?

Typically 3 to 7 working days.

---

Ready to Keep your Company Alive?

Filing your annual returns for a dormant company is a small investment that protects your specialized corporate identity and specialized future specialized opportunities. Don't let an inactive status lead to the specialized loss of your specialized company.

👉 Need help with your Dormant Company Filings? Chat with our CAC Compliance Experts on WhatsApp