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Eighth Schedule: Annual return of a small company

The Eighth Schedule to the Companies and Allied Matters Act 2020, referred to in Section 419.

The Schedule is quoted in full from the Official Gazette (Act No. 3 of 2020).

PART I

Contents

1. The name and address of the registered office of the company.

2. 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.

3. If any register of holders of debentures of the company or 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.

4. The authorised share capital of the company.

5. The issued capital.

6. The total paid-up capital.

7. 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 Registrar under the Act.

8. Particulars of the directors and secretary.

PART II

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. Name…………………...........................……………………………….

2. Address……………………………………………................................

(Address of the registered office of the company)

3. 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).

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, the particulars of which are set in the annexed statement. N

..........................................................

5. Particulars of directors and secretaries.

FORMS—Continued

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 Surnamesformer UsualNationalityResidential OccupationBusiness Date of particularsBirth
     

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

“Directors” includes any person who is appointed a director by the company, or is described as a director by the company, 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 previous to the marriage.

The names of all bodies corporate incorporated in Nigeria of which the director is also a director should be given, except 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 the wholly-owned subsidiary. A body corporate is deemed to be the wholly-owned 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 other directorships should be listed on a separate statement attached to this return.

Where all the partners in a firm are joint secretaries, the name and principal office of the firm should 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 RETURN

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 of 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 section 22 (3) of the Companies and Allied Matters Act, are not to be included in reckoning the number of fifty, and we also certify that the company still retains its smallness.

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 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 sheets 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.

Sections that refer to this Schedule: Section 419

Previous: Seventh ScheduleNext: Ninth Schedule

Source: the Companies and Allied Matters Act 2020 as published in the Official Gazette.