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Ninth Schedule: Annual return of a company limited by guarantee

The Ninth Schedule to the Companies and Allied Matters Act 2020, referred to in Section 420.

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

(Under the Companies and Allied Matters Act)

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

4. Particulars of directors and secretaries.

Particulars of the persons who are Directors of the Company at the date of this return

Name Any former Present forenames or Name and Surnames Surname ofForename or Names and Address andNationalityResidential OccupationUsual Business Date of particulars otherBirth
     

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 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 of 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 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 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 or 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.

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 must 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 420

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