CAC’S ENFORCEMENT OF SECTION 304 AND 729 OF CAMA: WHAT NIGERIAN COMPANIES NEED TO KNOW
INTRODUCTION
In a public notice dated 8 July, 2026 (the “Notice”), the Corporate Affairs Commission (CAC) announced that, with effect from 1 August 2026, it will commence full regulatory enforcement to ensure strict compliance with the legal requirement outlined in Sections 304(1), 304(2), and 729(1)(c) of the Companies and Allied Matters Act 2020
(CAMA). Companies that fail to comply with these mandatory disclosure requirements on their official business correspondence may be subject to the sanctions prescribed under CAMA and the Commission’s regulations.
LEGAL BASIS
It is worthy of note that the Notice does not create any new legal obligations. Rather, it signals CAC’s intention to actively enforce existing provisions that many companies have historically overlooked, and to promote transparency, corporate accountability, and ease of identification of companies and their directors.
In practical terms, every company registered under CAMA is required to disclose certain particulars of its directors on all trade circulars, show cards, and business letters bearing the company’s name. These particulars include;
- the director’s present forename (or initials) and surname;
- any former forename and surname previously used by the director; and
- the nationality of every director who is not a Nigerian
Section 304 (2) & (3) of CAMA further states that the section applies to every company incorporated under CAMA and defaulting companies will be liable to a penalty in such amount as the commission shall specify in its
regulation. Although CAMA does not define the expression “business letters”, a purposive interpretation suggests that it extends beyond traditional letterhead correspondence to include invoices, quotations, purchase
orders and other official documents issued by a company in the ordinary course of business.However, in today’s commercial environment electronically generated correspondence and similar documents are likely to be regarded as business letters. Whether websites, social media pages and other purely digital platforms fall within the
scope of Section 304 remains uncertain and may ultimately require clarification from the CAC or the courts. Pending such guidance, companies may nevertheless consider adopting these disclosures across their digital communications as a matter of good corporate governance.
The CAC has framed the exercise as being about corporate transparency and accountability, making it easier for
customers, counterparties, investors, and regulators to verify who they are dealing with. The rationale is consistent with with the underlying purpose of disclosure requirements generally; they exist so that any person receiving a business latter can independently confirm the company’s registered identity and identify its directors without having to conduct a search on the CAC website/portal. Company names can be similar or even deliberately confusable, mandating the RC number on documents allows for a unique identifier.
For companies, the immediate task is straightforward but not trivial. It includes auditing and updating invoice templates, letterheads, quotation forms and official correspondence. The companies need to also verify that the director data is current.
From a regulatory perspective, the CAC Notice reflects a broader shift towards active enforcement of corporate compliance obligations. Nigerian company law has historically contained several disclosure requirements that have received limited regulatory attention. The Commission’s announcement signals an intention to move from passive statutory obligations to proactive compliance monitoring. A point for academic and practical debate is that CAMA left the quantum of penalties to CAC regulations as seen in Section 304 (3) where it delegates the determination of the applicable monetary penalty to the Commission’s regulations. Until the Commission specifies the applicable amount, companies have limited certainty as to the financial consequences of non-compliance. As at the date of writing, the Commission has announced that sanctions will apply but has not publicly indicated the monetary amount or methodology for determining such penalties. This creates a degree of uncertainty for regulated entities.
WHAT COMPANIES SHOULD DO BEFORE 1ST AUGUST, 2026
Companies should use the period before the enforcement date to review and update all corporate stationery and electronic document templates. Particular attention should be paid to; company letterheads, invoice and
quotation templates, email signatures, standard correspondence templates; and other documents routinely issued in the company’s name.
Businesses should also ensure that any changes to the composition of the board of directors are promptly reflected in their templates.
- Pull an up-to-date register of directors, including any former names and the nationality of non-Nigerian directors.
- Update all letterhead, invoice, quotation templates (print and digital) etc. to include the required particulars.
- Brief whoever issues correspondence on the company’s behalf (finance, sales, admin) so the requirement is applied consistently, not just on formal legal correspondence.
- Where the company works with external accountants, printers, or invoicing software providers, they should confirm templates held by them are updated too.
CONCLUSION
The Notice should be viewed not as the introduction of a new compliance obligation, but as a renewed emphasis on statutory corporate transparency. Companies should therefore treat the period before 1 August 2026 as an opportunity to review their internal documentation and business correspondence. Although the compliance exercise may appear administrative, failure to comply may expose both companies and their officers to regulatory sanctions. Early compliance will not only mitigate regulatory risk but also demonstrate adherence to sound corporate
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