CAMA 2020: seven things small business directors in Nigeria need to know

27 July 2026

The Companies and Allied Matters Act 2020 (CAMA 2020) is the primary Nigerian corporate statute. If you run a Nigerian company, these are the seven changes that most directly affect you.

1. Single-shareholder companies

You can now register a private company with only one shareholder — useful for founders who want a corporate structure without immediately taking on partners.

2. Persons with Significant Control register

Every Nigerian company must maintain a PSC register and file it with the CAC. If you own 5% or more, you must be disclosed.

3. Statement of Compliance

At incorporation, a Statement of Compliance signed by an applicant is required.

4. Common seal is optional

Under CAMA 2020, the common seal is no longer mandatory. Contracts can be executed without it.

5. Small company exemptions

Companies with turnover under ₦120 million and net assets under ₦60 million qualify as small and are exempt from certain audit requirements.

6. Director duties are codified

Duties of care, loyalty and good faith are now written into the Act — breach can attract personal liability.

7. Annual returns and penalties

Late filing of annual returns attracts penalties that compound. File every year, without exception.

What to do this quarter

Pull your PSC register, confirm your annual returns are current, and check that your Articles of Association reflect CAMA 2020.

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