Statutory Books, Registers, Records and CAC Filings
What the exam tests
This domain examines which books and registers a company must keep, where they are kept, who may inspect them, and which events must be notified to the Corporate Affairs Commission with what deadlines.
Core rules
- Statutory registers include the register of members, register of directors and secretary and their shareholdings, register of charges, register of debenture holders, register of beneficial owners, minute books of board and general meetings, and accounting records.
- Registers are kept at the registered office or the place notified to the CAC; members may inspect free of charge or on payment of a prescribed fee, and third parties on payment. Refusal to allow inspection carries penalties.
- Key filings: annual return within 42 days after the AGM, return of allotment within one month, notice of change of directors or secretary, notice of change of registered address, and particulars of charges within 90 days of creation.
- Failure to register a charge within 90 days makes it void against the liquidator and creditors, and the secured sum becomes immediately repayable, although the underlying debt survives.
- Annual returns and financial statements are filed through the CAC portal; late filing attracts penalties and can support a winding-up petition for persistent default.
Worked example
A charge over the company's plant is created on 1 March. The secretary must deliver particulars to the CAC by 30 May. If the filing slips to June, the charge is void against a subsequently appointed liquidator, even though the bank's loan remains due. Diarising the 90-day window is a core secretarial control.
Traps
Confusing the annual return with a tax return or with the financial statements; assuming late registration of a charge extinguishes the debt; keeping registers off-site without notifying the CAC; failing to update the register of directors after a resignation.