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The short answer
Yes. Section 11(1) of the Nigeria Tax Administration Act 2025 requires every company to file a self-assessment return each year whether or not it is liable to tax, so a dormant company files a nil or low-activity return. Missing it costs ₦100,000 for the first month and ₦50,000 for each further month under section 101; the way to stop the duty is to have the company struck off or wound up, not to leave it idle.
Many Nigerians register a company for a contract, a grant or a plan that never took off, then forget it. The company still exists in law, and the tax system still expects to hear from it. Here is what a dormant company owes, what silence costs and how to close it properly.
There is no dormant status in tax law
Section 11(1) of the Nigeria Tax Administration Act 2025 says every company files a self-assessment return each year "whether or not" it is liable to tax. The Act has no separate dormant-company category that switches that off. A company with no sales, no staff and no bank movement files a return showing exactly that.
Company law is similar. The Companies and Allied Matters Act 2020 does not create a "dormant company" status either. It gives one relief: section 402 exempts a company from audit for a year if it has been dormant since incorporation (or is a small company), so a never-traded company does not need an auditor to sign its accounts.
What a nil return involves
- Tax return on the NRS portal for each accounting year, showing nil or minimal income.
- Accounts. A small company may submit a statement of accounts attested by the taxpayer instead of audited statements, under the Administration Act. A company dormant since incorporation also benefits from the CAMA s.402 audit exemption.
- Deadline. Within six months of the accounting year end (section 11(5)(a)), or within 18 months of incorporation for the first return, per PwC (May 2026).
- Records. Keep bank statements and any papers for at least six years (section 31).
If the company has a bank account with interest or charges, or holds an asset, include them; dormant does not always mean zero. Our guide to the first-year filing deadline explains the two clocks.
What silence costs
| Failure | Penalty | NTAA 2025 |
|---|---|---|
| Not filing the annual return | ₦100,000 first month + ₦50,000 each further month | s.101 |
| Not keeping books | ₦50,000 for a company | s.102 |
Example only: a company that misses one year's return and files twelve months late faces ₦100,000 + (11 × ₦50,000) = ₦650,000 in late-filing penalties for that one return, before any second year starts to run. Section 66 lets the authority remit penalties for good cause, but that is discretionary.
There is a CAC side too. CAMA section 425(3) treats ten years without annual returns as grounds for striking a company off, and Techeconomy reported in July 2025 that the CAC gave about 100,000 companies 90 days to file returns before delisting. It is better to file or close on your own terms. See CAC annual returns.
What to check first
- Find the company's details. Search the name on the CAC portal and note the RC number, incorporation date and any filing history.
- Find the Tax ID. A company's Tax ID is generated from its CAC record; if you never used it, the NRS can confirm it.
- Check the bank. An old account may still be charging maintenance fees or paying interest, which is income to report.
- Count the missed years. Each missed tax return carries its own penalty, so list them before you call the tax office. Three missed years means three separate penalties, each growing month by month.
- Decide keep or close. If the company has a future use, file the nil returns and keep it alive. If not, close it so the duties stop.
How to close a dormant company
If you have no plan for the company, closing it ends both the tax and CAC duties. CAMA gives two main routes.
Voluntary strike-off (section 692)
For a company that has not commenced business and has no undischarged obligations. The CAMA text requires a special resolution of members, an application to the CAC, and notices in three national daily newspapers within 28 days.
Members' voluntary winding up (sections 620 to 625)
For a company that has traded and has assets or obligations to settle. It needs a special resolution, notice within 14 days, and a declaration of solvency by directors, then a liquidator settles affairs.
- File any missing tax and CAC returns first, so the company is up to date.
- Close or empty the bank account and pay any debts.
- Pass the special resolution and apply to the CAC.
- Write to the NRS with the CAC confirmation and ask how it will close the Tax ID; the 2025 Act's deregistration steps were not confirmed for this guide, so ask your tax office for the current procedure.
- Keep all records for six years after closure.
Where Pryme fits
If you plan to restart the company later, a Pryme Business Account with the Compliance agent can hold the yearly tax and CAC dates and prepare reminders, so a quiet year does not become a penalty.
Questions people ask
Does a dormant company file tax returns in Nigeria?
Yes. Section 11(1) of the Nigeria Tax Administration Act 2025 requires every company to file each year whether or not it is liable to tax.
What is the penalty for not filing a nil return?
₦100,000 for the first month and ₦50,000 for each later month under section 101 of the Administration Act.
Does a dormant company need audited accounts?
CAMA s.402 exempts a company dormant since incorporation from audit, and a small company may submit attested accounts to the NRS instead of audited ones.
How do I close a company that never traded?
Apply for voluntary strike-off under CAMA s.692 with a special resolution and newspaper notices, after filing any outstanding returns.
Sources
- Nigeria Tax Administration Act 2025 (gazette copy) · accessed Oct 2026
- Companies and Allied Matters Act 2020 (full text) · accessed Oct 2026
- PwC Worldwide Tax Summaries: Nigeria, corporate tax administration (reviewed 29 May 2026) · accessed Oct 2026
- Techeconomy: CAC to delist 100,000 dormant companies (29 Jul 2025) · accessed Oct 2026
- Premium Times via AllAfrica: Explainer on Tax ID registration under the NTAA 2025 (12 Nov 2025) · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.