Compliance Filings Every Non-Profit in Nigeria Must Know: Annual, Bi-Annual, and Beyond

Operating a non-profit organisation in Nigeria goes beyond securing registration with the Corporate Affairs Commission (CAC). To maintain legal standing, safeguard donor trust, and avoid penalties, non-profits must comply with various filing and reporting requirements throughout the year.

In recent years, regulatory bodies have tightened post-registration obligations for non-profits, most notably with the introduction of bi-annual returns. Understanding these obligations and integrating them into your organisation’s governance processes is essential for sustainable operations.

1.     Regulatory Framework for Non-Profit Compliance

Several agencies oversee different aspects of non-profit compliance in Nigeria:

• Corporate Affairs Commission (CAC)– Responsible for registration and post-registration filings for Incorporated Trustees (the legal category for most non-profits).
• Federal Inland Revenue Service (FIRS)– Oversees tax compliance, including tax identification and filing obligations, even for tax-exempt entities.

Non-profits must comply with all relevant requirements to remain in good standing.

2.     CAC Compliance Filings

The CAC imposes two key post-registration filings on non-profits:

a.    Bi-Annual Returns

• Introduced as part of measures to enhance transparency and regulatory oversight, bi-annual returns must be filed twice a yearly all Incorporated Trustees.
• Deadlines: Typically due mid-year and at year-end (To be filed on or before January 15^th and July 15^th each year for both periods).
• Content: Summary of the organisation’s financial activities as at the filing period/date.
• Penalty for Late Filing: Monetary fines and potential flagging of the organisation’s file as “non-compliant,” which can hinder grant applications or regulatory approvals.
• Note:Filing bi-annual returns does not replace the obligation to file annual returns.

b.    Annual Returns

• When Due: Within 18 months of incorporation for the first filing, and annually thereafter.
• Content: A report of activities during the year, updated organisational information, and financial statements where applicable.
• Penalty for Late Filing: Daily penalties and potential deregistration.

3.     FIRS Compliance

Even though many non-profits are exempt from certain taxes, registration with the Federal Inland Revenue Service is mandatory.

• Tax Identification Number (TIN)– Required for all non-profits to engage in financial transactions, open bank accounts, or receive grants.
• Filing Obligations– Annual returns to FIRS, even if reporting zero taxable income.
• Withholding Tax– Deduct and remit withholding tax on eligible payments to vendors or consultants.
• PAYE– Deduct and remit Pay-As-You-Earn tax for employees.

Failure to meet these obligations can result in penalties, interest, and reputational damage.

4.     Financial Reporting and Audit Requirements

Maintaining accurate and transparent financial records is both a legal and operational necessity.

• Annual Audited Accounts– While smaller non-profits may not be legally required to undergo a full audit, donor requirements often mandate audited statements.
• Accounting Standards– Financial statements should be prepared in line with International Financial Reporting Standards (IFRS) for non-profits or other applicable standards.
• Transparency– Clear and accessible financial records build trust with stakeholders and ease regulatory compliance.

5.     Donor and Grant Compliance

Non-profits receiving foreign or domestic grants may have additional reporting obligations, including:

• Grant-Specific Reports– Periodic reports detailing use of funds and project progress.
• Anti-Money Laundering (AML) Compliance– Registration with the Special Control Unit Against Money Laundering (SCUML) may be required, along with periodic reporting.
• International Funding Rules– Compliance with both Nigerian regulations and donor country laws.

6.     Consequences of Non-Compliance

The cost of failing to meet compliance obligations can be severe:

• Financial Penalties– Accumulating daily fines for late filings.
• Operational Disruptions– Inability to renew licenses, secure grants, or open bank accounts.
• Deregistration– Removal from the CAC register for persistent non-compliance.
• Reputational Damage– Loss of credibility with donors, partners, and the public.

7.     Best Practices for Staying Compliant

 ·       Maintain a Compliance Calendar – Schedule all filing dates, including the two bi-annual return deadlines, annual returns, and FIRS submissions.

·       Engage Professionals – A company secretary or compliance officer can monitor deadlines and prepare filings accurately.

·       Board Oversight – Ensure compliance is a standing agenda item at board meetings.

·       Record-Keeping – Maintain up-to-date minutes, financial statements, and trustee information.

For non-profits in Nigeria, compliance is more than a regulatory box-ticking exercise, it is a foundation for legitimacy, donor confidence, and organisational sustainability. The introduction of bi-annual returns adds another layer of responsibility, making it critical for organisations to integrate compliance into their governance processes.

By proactively meeting annual, bi-annual, and other statutory obligations, non-profits can focus on their core mission while building trust with regulators, donors, and the communities they serve.

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