PART I
Contents
1. The address of the registered office of the company.
2.—(1) If the register of members is, under the provisions of this Act, kept elsewhere than at the registered office of the company, the address of the place where it is kept.
(2) If any register of holders of debentures of the company or any duplicate of any such register or part of any such register is, under the provisions of this Act kept elsewhere than at the registered office of the company, the address of the place where it is kept.
3. A summary, distinguishing between shares issued for cash and shares issued as fully or partly paid or otherwise than in cash, specifying the following particulars—
(a) the amount of the share capital of the company and the number of shares into which it is divided ;
(b) the number of shares taken from the commencement of the company up to the date of the return ;
(c) the amount called up on each share ;
(d) the total amount of calls received ;
(e) the total amount of calls unpaid ;
(f ) total amount of the sums (if any) paid by way of commission in respect of any shares or debentures ;
(g) the discount allowed on the issue of any shares issued at a discount or so much of that discount as has not been written off at the date on which the return is made ;
(h) the total amount of the sums (if any) allowed by way of discount in respect of any debentures since the date of the last return ; and
(i) the total number of shares forfeited.
4. Particulars of the total amount of the indebtedness of the company in respect of all mortgages and charges which are required to be registered with the Commission under this Act.
5. A list—
(a) containing the names and addresses of all persons who, on the fourteenth day after the company’s annual general meeting for the year, are members of the company, and of persons who have ceased to be members since the date of the last return or, in the case of the first return, since the incorporation of the company ;
(b) stating the number of shares held by each of the existing members at the date of the return, specifying shares transferred since the date of the last return (or, in the case of the first return, since the incorporation of the company) by persons who are still members and have ceased to be members respectively, and the dates of registration of the transfers ;
(c) if the names aforesaid are not arranged in alphabetical order, having annexed thereto an index sufficient to enable the name of any person therein to be easily found.
6. All such particulars with respect to the persons who at the date of the return are the directors of the company and any person who at that date is the secretary of the company as are by this Act required to be contained with respect to directors and the secretary respectively in the register of the directors and secretaries of a company.
PART II
Form
ANNUAL RETURN OF……………………….................……………. Limited made up to the day of 20……………………………(being the fourteenth day after the date of the annual general meeting for the year………………………… 20………………………)
1. Address ……….………………....………………………………………
(Address of the Registered Office of the Company)
2. Situation of registers of members and debenture holders.
(a) (Address of place at which the register of members is kept, if other than the registered office of the company).
(b) (Address of any place in Nigeria other than the registered office of the company at which is kept any register of holders of debentures of the company or any duplicate of any such register or part of any such register).
3. Summary of share capital and debentures.
(a) Nominal share capital
Nominal share capital N divided into :
(Insert number and class)
……………………………........……… shares of ………..…....…………………… each
………………………………....………. shares of ………………………..………… each
………………………………....………. shares of ………………………..………… each
(b) Issued share capital and debentures
Number Class Shares
Number of shares of each class taken up to the date of this return (which number must agree with the total shown in the list as held by existing members).
Number of shares of each class issued subject to payment wholly in cash.
Number of shares of each class issued as partly paid up shares issued as paid up for a consideration other than cash and extent to which to the extent of to which each such shares issued as paid up share is so paid up. to the extent of # per share
Number of shares (if any) of each class issued at a discount.
Amount of discount on the issue of shares N which has not been written off at the date of this return.
Amount called N………......………….. per share on ………..……………. ……shares up on number N……………...............… per share on …………....……………… shares of shares of N……………………………. share on ………….....……………...... shares each class N……………………………. per share ………………....................... shares
Total amount of calls received, including payments N on application and allotment and any sums received on shares forfeited.
Total amount (if any) agreed to be considered as paid on shares the number of shares each class issued as fully paid….. up for a consideration…………………….…………………………. shares paid other than cash……………………………………………….. ….shares
Total amount (if any) agreed as……..………………………. ……...shares
N……………………………………………… to be considered shares paid on number of shares of each class issued as partly paid up for a consideration other than cash …………………………. shares
Total amount of calls unpaid N
Total amount of the sums (if any) paid by way of commission in respect of any shares or debentures……………….... N
Total amount of the sums (if any) allowed by way of discountin respect of any debentures since the date of the last return…......... N
Total number of shares of each class forfeited ………..……………..shares
4. Particulars of Indebtedness.
Total amount of indebtedness of the company in respect of all mortgages and charges which are required to be registered with the Commission under the Companies and Allied Matters Act.
5. List of Past and Present Members
List of persons holding shares or stock in the company on the fourteenth day after the annual general meeting for 20 and of persons who have held shares or stock therein at any time since the date of the last return, or, in the case of the first return, of the incorporation of the company.
| containing particulars of | Folio in Name and Number of shares register addresses held by | members at date return* | existing of share | Account | Remarks |
|---|---|---|---|---|---|
Particulars of shares transferred since the date of the last return, of the incorporation of the company by (a) persons who are still members and
(b) person who have ceased to be members*
Date of
| Number | (a) (b)registration of |
|---|---|
transfer
*The aggregate number of shares held by each member must be stated, and the aggregate must be added up so as to agree with the number of shares stated in the Summary of Share Capital and Debentures to have been taken up.
When the shares are of different classes these columns should be subdivided so that the number of each class held, or transferred, may be shown separately. Where any shares have been converted into stock, the amount of stock held by each member must be shown.
The date of registration of each transfer should be given as well as the number of shares transferred on each date. The particulars should be placed together with that of the transferee, but the name of the transferee may be inserted in the remarks column immediately opposite the particulars of each transfer.
(i) If the return for either of the two immediately preceding years has given as at the date of that return the full particulars required as to past and present members and the shares and stock held and transferred by them, only such of the particulars need be given as relate to persons ceasing to be or becoming members since the date of the last return and to shares transferred since that date or to changes as compared with the date in the amount of stock held by a member.
(ii) If the names in the list are not arranged in alphabetical order, an index sufficient to enable the name of any person to be readily found must be annexed.
6. Particulars of directors and secretaries.
Particulars of the persons who are directors of the company at the date of this return
| Present Any Forename or forenames or Names and Names and Address and Surname Surnames | former Usual | NationalityResidential Occupation | Business Date of particulars | Birth |
|---|---|---|---|---|
of other
Directorships
Particulars of the persons who is secretary of the company at the date of this return
Name
(In the case of an individual presentAny former forenames Usual residential address (in forename or names and surname, or surnames the case of a corporation, the in the case of a corporation, registered or principal office) the corporate name)
Signed………………………………………………….Director
Notes
“Directors” includes any person who occupies the position of a director by whatsoever name called and any person in accordance with whose directions or instructions the directors of the company are accustomed to act.
“Former forename” and “former surname” do not include in the case of a married woman the name or surname by which she was known prior to the marriage.
The names of all bodies corporate of which the company making the return is the wholly- owned subsidiary or bodies corporate which are the wholly-owned subsidiaries either of the company or of another company of which the company is a subsidiary of another if it has no members except that other and that other’s wholly-owned subsidiaries and its or their nominees. If the space provided in the form is insufficient, particulars of both directorships should be listed on a separate statement attached to the return.
Where all the partners in a firm are joint secretaries, the name and principal office of the firm may be stated.
*Delivered for filing by…………………....…………………………………
*This should be printed at the bottom of the first page of the return.
CERTIFICATES AND OTHER DOCUMENTS ACCOMPANYING ANNUAL RETURNS
Certificate to be given by a director and the secretary of every private company
We certify that the company has not since the date of the incorporation of the company/the last annual return, issued any invitation to the public to subscribe for any shares or debentures in the company.
Signed…......…………………. Director
Signed……….......………….. Secretary
Further certificate to be given as aforesaid if the number of members of the company exceeds fifty.
We certify that the excess of the number of members of the company over fifty consists wholly of persons who, under subsection (3) of section 22 of the Companies and Allied Matters Act, are not to be included in reckoning the number fifty.
Signed…......…………………. Director
Signed……….......………….. Secretary
Certified Copies of Accounts
There shall be annexed to this return a written copy, certified both by a director and by the secretary of the company to be a true copy, of every balance sheet laid before the company in general meeting during the period to which this return relates (including every document required by law to be annexed to the balance sheet) and a copy (certified as aforesaid) of the report of the directors accompanying each such balance sheet. If any such balance sheet or document required by law to be annexed thereto is in a foreign language, there must also be annexed to that balance sheet a translation in English of the balance sheet or document certified in a prescribed manner to be a correct translation. If any such balance sheet as aforesaid or document required by law to be annexed thereto did not comply with the requirements of the law as in force at the date of audit with respect to the form of balance sheet or documents aforesaid, as the case may be, there shall be made such additions to and corrections in the copy as would have been required to be made in the balance sheet or document in order to make it comply with the said requirements, and the fact that the copy has been amended must be stated thereon.