As the first quarter of the year draws to a close, it is imperative to draw the attention of corporate entities to mandatory filing obligations owed to the Securities and Exchange Commission (SEC) and the Financial Reporting Council of Nigeria (FRCN).
For public companies with a financial year end of 31 December 2025, several critical statutory and corporate governance filings must be submitted by 31 March 2026. Timely compliance is essential to avoid administrative penalties and maintain proper standing with federal regulators.
- Securities and Exchange Filing Requirements for Public Companies
- All public companies are required to make the following filings with the SEC before 31 March 2026 in respect of the financial year ended 31 December 2025:
- Annual Reports and Accounts for the financial year ended 31 December 2025.
- Report on Corporate Governance for the financial year ended 31 December 2025.
- Audited Financial Statements for the financial year ended 31 December 2025.
- Quarterly Financial Statements in accordance with the Commission’s periodic reporting requirements.
- Penalties for Non-Compliance
Failure to comply with filing obligations prescribed by the Securities and Exchange Commission attracts the following sanctions:
- Annual Reports and Accounts: A minimum penalty of ₦1,000,000 and a further penalty of ₦25,000 for each day the default continues.
- Report on Corporate Governance: A minimum penalty of ₦1,000,000 and a further penalty of ₦25,000 for each day the default continues.
- Quarterly Financial Statements: A minimum penalty of ₦1,000,000 and a further penalty of ₦25,000 for each day the default continues.
- Filing of Corporate Governance Report with the Financial Reporting Council
In addition to filings with the Securities and Exchange Commission, Public Interest Entities are required to file their Corporate Governance Report in respect of the financial year ended 31 December 2025 with the Financial Reporting Council of Nigeria on or before 31 March 2026.
For clarity, Section 77 of the Financial Reporting Council (Amendment) Act 2023 defines Public Interest Entities as:
- governments and government organizations.
- listed entities on any recognised exchange in Nigeria.
- non-listed entities that are regulated.
- public limited companies.
- private companies that are holding companies of public or regulated entities.
- concession entities; and
- privatized entities in which government retains an interest.
- entities engaged by any tier of government in public works with annual contract sum of ₦1 billion and above and settled from public funds.
- licenses of government; and
- all other entities with an annual turnover of ₦30 billion and above.
Public companies are therefore advised to ensure strict compliance with the prescribed timelines to avoid regulatory sanctions and potential reputational consequences.