Persons with significant control: what your company must file with CAC

Who is a person with significant control

CAMA 2020 and the Persons with Significant Control Regulations 2022 treat someone as a PSC if, directly or indirectly, they meet any one of these tests:

• Shares: they hold at least 5% of the company's issued shares.
• Votes: they can exercise at least 5% of the voting rights.
• Directors: they have the right to appoint or remove a majority of the directors.
• Influence: they otherwise exercise significant influence or control. The Regulations describe this as being able to direct or materially influence the company's finances, management, operations or structure, or to take significant economic benefit from it.

"Indirectly" matters. If shares are held by a nominee, a relative, a trust or another company on someone's behalf, the PSC is the individual who really owns or controls them, not the name on the share register.

If you own all the shares in your company, you are its PSC. The duty still applies: your details must be recorded and kept up to date.

Deadlines

If the company believes someone is a PSC but they have not come forward, it must ask them, and they have 7 days to reply. If they don't, the company sends a warning notice. If they still don't comply within 7 days, the company must restrict their interest and file the restriction with CAC within 7 days.

What must be recorded

For each PSC, the company records their particulars against their name in the register of members, and files them with CAC. If a PSC is not a member, for example someone who controls the company through a nominee, the company keeps their particulars in a separate register. Regulation 4(2) lists what to record, including:

• full name, nationality, and date and place of birth;
• a national identity number, international passport number or driver's licence number;
• residential address and service address;
• telephone number, email address, and occupation or profession;
• the nature of their ownership or control, including any company or trust they hold through;
• whether they are a politically exposed person, such as a public office holder or a close relative of one;
• the date they became a PSC, the date the company told CAC, and the date they stopped being one.

CAC publishes part of this on its free Beneficial Ownership Register: name, nationality, occupation, service address, the nature of control and the relevant dates. Residential addresses, dates of birth and ID numbers are not on the published list. The company itself may only use the information for these purposes or under a court order.

Penalties and other consequences

Regulation 12 of the 2022 Regulations sets administrative penalties for the company, by type of company:

The PSC can be fined personally too, from ₦10,000 a day (small company) to ₦50,000 a day (public company), if they fail to tell the company. Beyond the penalties:

• "Inactive" status. CAC can tag a defaulting company inactive on its register and portals.
• Blocked filings. CAC will not approve an annual return that lacks the PSC information.
• Frozen shares. Once a company restricts a PSC's interest, that interest cannot be transferred, voted or paid on until the restriction is lifted.
• No letter of good standing. That can stall bank accounts, tenders and contracts.
• Criminal liability. A false statement is an offence. On conviction, officers face two years' imprisonment, and a PSC who fails to give the company their details faces a fine, imprisonment or both.

Significant-control information has also become part of CAC's enforcement drives. Its July 2026 notice told the 100,000 companies on its strike-off list to file their outstanding annual returns and their significant-control information. See our guide to the CAC strike-off list 2026.

How to check and file

1. Check what CAC holds. Search your company by name or RC number on CAC's Beneficial Ownership Register at bor.cac.gov.ng. Make sure the right people are shown, with the right percentages.
2. Work out who your PSCs are today. Go through the register of members and ask who stands behind each holding: nominees, family members, trusts, holding companies.
3. Collect each PSC's details and written notice. Keep the notices with the company's statutory records.
4. File the update on CAC's online portal, using the account you file annual returns with. Menu names change as CAC moves services between portals, so confirm the current route when you file.
5. Confirm the same details in every annual return, and file a fresh update within a month of any change, such as a share transfer or a new investor.

Common mistakes

• Naming the nominee instead of the real owner. The PSC is whoever the shares are really held for.
• Stopping at a holding company. If another company owns your shares, trace through it to the individuals who control it, and record the chain.
• Forgetting control without shares. Someone who can appoint most of the board, or who runs the company behind the scenes, can be a PSC with no shares at all.
• Filing once and never updating. Share transfers, new investors and changes in who controls the board all change the record, and the one-month clock starts each time.
• Leaving it until the annual return. The annual return confirms the record. It does not replace the one-month deadline for changes.