How to Resolve a CAC Query on the Eligibility of a Proposed Director – A Complete Step-by-Step Guide for Nigerian Businesses 2026

Understanding CAC Queries on Director Eligibility

Starting a new business or making changes to your company’s leadership in Nigeria involves interacting with the Corporate Affairs Commission (CAC). The CAC is the body responsible for regulating the formation and management of companies in Nigeria. When you propose a new director for your company, whether it’s during initial registration or a subsequent change, the CAC meticulously reviews their eligibility.

Sometimes, during this review process, the CAC may raise a ‘query’. A query is essentially a formal request for clarification, additional information, or correction regarding details submitted. When a query relates to the eligibility of a proposed director, it means the CAC has identified a potential issue that needs to be addressed before the appointment can be approved. Resolving such a query promptly and accurately is crucial to avoid delays in your business operations or registration process.

This comprehensive guide from BusinessHelp CONSULT will walk you through everything you need to know about successfully resolving a CAC query on the eligibility of a proposed director, ensuring your company remains compliant and your business moves forward without unnecessary hurdles.

What Constitutes Director Eligibility in Nigeria?

Before diving into resolving queries, it’s important to understand what makes a person eligible to be a director in a Nigerian company. The Companies and Allied Matters Act (CAMA) 2020, as amended, outlines specific criteria:

• Age: A person must generally be at least 18 years old. There is no upper age limit for directors, but some companies may have internal policies.
• Sound Mind: The person must be of sound mind and capable of managing their affairs.
• Solvency: The person must not be an undischarged bankrupt.
• Criminal Record: The person must not have been disqualified from being a director by a court order, especially for fraud, dishonesty, or other related offenses.
• Residency: While a foreign director is allowed, local companies must have at least one Nigerian resident director. For private companies, a minimum of one director is required, and for public companies, a minimum of two.
• Consent: The proposed director must have given their written consent to act as a director.
• Identification: Must possess valid means of identification (e.g., National ID Card, International Passport, Driver's License, NIN).
• BVN: Must provide a Bank Verification Number (BVN) for Nigerian citizens.

Common Reasons for CAC Queries on Director Eligibility

CAC queries are not meant to frustrate your efforts but to ensure compliance and prevent future legal issues. Here are some common reasons why the CAC might raise a query about a proposed director:

• Age Discrepancy: The date of birth provided suggests the person is under 18 or there's a conflict with other records.
• Disqualification: The proposed director appears on a disqualification list or has a past record that makes them ineligible.
• Incomplete Information: Missing BVN, incomplete address, unclear identification documents, or unsigned consent forms.
• Conflicting Information: Details provided (e.g., name, date of birth) do not match official records (e.g., NIN, BVN, passport).
• Foreign Director Issues: Lack of proper immigration documents (e.g., work permit, residence permit) if required, or failure to meet the minimum Nigerian resident director requirement.
• Consent Issues: The director's consent form is not properly filled, signed, or dated.
• Identification Issues: Submitted ID is expired, unclear, or not a valid form of identification.
• Incorrect Director Type: Proposing a director for a role they are not eligible for (less common, but possible).

Step-by-Step Guide to Resolving a CAC Query on Director Eligibility

Resolving a CAC query effectively requires a systematic approach. Follow these steps to ensure a smooth resolution.

Step 1: Receive and Carefully Review the Query Notice

The first step is to acknowledge and thoroughly understand the query. The CAC typically communicates queries through the online portal where the application was submitted, or via email to the applicant or their accredited agent.

1. Access the Query: Log in to your CAC online account or check the email associated with your application.
2. Read Comprehensively: Do not just skim the query. Read every word carefully. Identify the specific areas the CAC has highlighted as problematic. Queries are usually precise, stating exactly what is wrong or what additional information is needed.
3. Note the Query Date: Pay attention to the date the query was raised. While there isn't always a strict deadline for resolution, prompt action is always advisable.

Step 2: Identify the Specific Issue(s) and Gather Required Information/Documents

Once you understand the query, pinpoint the exact issue. This will guide you on what information or documents you need to gather.

1. Categorise the Query: Determine if the query is about age, disqualification, missing details, conflicting information, or a foreign director issue.
2. Consult the Proposed Director: If the query relates to personal details, immediately communicate with the proposed director. They are the primary source of the correct information and necessary documents.
3. Gather Supporting Evidence:
   • Age Query: A clear, valid copy of the director’s birth certificate, international passport, National ID Card, or NIN slip showing the correct date of birth.
   • Disqualification Query: A sworn affidavit stating that the director has not been disqualified by a court or convicted of fraud/dishonesty. If there was a previous issue that has been resolved, provide evidence of resolution (e.g., court order lifting disqualification).
   • Incomplete/Conflicting Information: The correct and complete information as required. This could be their full name, correct address, valid BVN, or a clearer copy of their identification. If information conflicts, provide an affidavit of harmonization (e.g., for name variations).
   • Foreign Director Query: Valid passport copy, visa page, residence permit, work permit (if applicable), and any other immigration documents proving their legal status in Nigeria. Ensure compliance with the one resident director rule.
   • Consent Issues: A freshly signed and properly dated Director's Consent Form.
   • Identification Issues: A clear, coloured copy of a valid government-issued ID (National ID Card, International Passport, Driver's License, NIN slip). Ensure the ID is not expired.

Step 3: Prepare a Comprehensive and Clear Response

Your response should directly address each point raised in the query, providing the requested information or clarification and attaching all necessary supporting documents.

1. Draft a Cover Letter/Response Note: While not always mandatory for online submissions, a concise letter explaining how you've addressed each point can be helpful. This letter should be addressed to the Registrar-General, Corporate Affairs Commission.
2. Organise Documents: Ensure all supporting documents are clearly scanned, legible, and correctly labelled.
3. Review for Accuracy: Double-check all information. Any new errors will lead to further queries and delays. Ensure names, dates, and numbers match exactly across all documents.

Step 4: Submit the Response and Supporting Documents

Submission is typically done through the same online portal where the initial application was made.

1. Log in to the CAC Portal: Access your application.
2. Locate the Query Section: There will be a specific section or button to 'Respond to Query' or 'Upload Documents'.
3. Upload Documents: Upload the corrected forms and all supporting documents as requested. Ensure file formats and sizes comply with CAC requirements.
4. Submit the Response: Confirm the submission. You should receive a confirmation or an updated status on your application.

Step 5: Follow Up (If Necessary)

After submitting your response, it's a waiting game. However, proactive follow-up can sometimes be beneficial if there are significant delays.

1. Monitor Application Status: Regularly check the status of your application on the CAC portal.
2. Contact CAC (If Prolonged Delay): If your application remains queried or is unduly delayed after responding, you may reach out to the CAC through their customer service channels or visit their physical office if absolutely necessary. Always have your application reference number handy.

Key Considerations for Specific Query Scenarios

Query on Age (Under 18)

If the proposed director is genuinely under 18, they are ineligible. You will need to:

• Withdraw the proposed director and replace them with an eligible individual.
• If it was a data entry error and they are indeed 18 or older, provide clear proof of age (birth certificate, passport, NIN) and an affidavit attesting to the correct date of birth.

Query on Disqualification

This is a serious query. You must:

• Obtain a sworn affidavit from the proposed director affirming they have not been disqualified by a court or convicted of relevant offenses.
• If there's a genuine disqualification, you must replace the director.
• If the query is based on outdated information, provide current legal documents that clear the individual.

Query on Conflicting/Incomplete Information (e.g., Name, BVN)

This is one of the most common queries:

• Name Mismatch: Provide an affidavit of harmonization of name, clearly stating the variations and confirming they refer to the same person. Ensure the name on the Director's Consent Form, ID, and BVN matches.
• BVN Issues: Confirm the correct BVN with the director and ensure it matches their name and other details. If the BVN is not linked to their current name, they may need to update their details with their bank.
• Address Issues: Provide a clear utility bill or another document confirming the residential address, ensuring it matches what was provided.

Query on Foreign Directors

For non-Nigerian directors:

• Ensure a valid passport copy, visa page, and any necessary work/residence permits are submitted.
• Confirm that the company still meets the minimum requirement of at least one Nigerian resident director for private companies.

Essential Documents and Information for Query Resolution

This table summarises common query types and the documents typically required for their resolution.

Tips for a Smooth and Efficient Resolution

• Be Proactive: Respond to queries as quickly as possible. Delays can stall your entire business process.
• Accuracy is Key: Double-check all information and documents before submission. Errors lead to repeated queries.
• Clarity and Legibility: Ensure all scanned documents are clear, readable, and in the correct orientation.
• Consult an Accredited Agent: If you find the process overwhelming or complex, engage a CAC-accredited consultant or lawyer (like BusinessHelp CONSULT). They have expertise in navigating CAC procedures and can help prepare accurate responses.
• Maintain Records: Keep copies of all submissions, queries, and responses for your records.

What Happens if a CAC Query is Not Resolved?

Ignoring or failing to resolve a CAC query on director eligibility can have several negative consequences:

• Application Rejection: Your company registration or change of directorship application will eventually be rejected, forcing you to start the process all over again.
• Business Delays: Without proper registration or updated directorship, your company may face challenges in opening bank accounts, securing contracts, or conducting other critical business activities.
• Legal Non-Compliance: Operating a business without proper registration or with an incorrectly constituted board of directors can lead to legal issues and penalties from the CAC.
• Loss of Time and Resources: The time and money already invested in the application process will be wasted, requiring fresh expenditure to restart.

Conclusion

Receiving a CAC query on the eligibility of a proposed director is a common part of the company registration and compliance process in Nigeria. While it might seem daunting, understanding the reasons behind the query and following a structured approach to resolution can make the process straightforward. By being diligent, accurate, and proactive, you can effectively address any concerns raised by the CAC, ensuring your company's directorship is properly constituted and compliant with Nigerian law. Remember, engaging experienced professionals like BusinessHelp CONSULT can significantly ease this process, allowing you to focus on growing your business.