Do small companies need audited accounts in Nigeria? Often not, but the answer depends on which law you ask. The Companies and Allied Matters Act (CAMA) 2020 lets a small company skip the auditor. The Nigeria Tax Administration Act 2025 lets a small company file an attested statement of accounts with its tax return. The two laws use different tests for "small", and a company can pass one and fail the other.
That gap is where today's myth lives.
Myth: if CAMA exempts us from audit, we never need audited accounts
The myth sounds reasonable. A director hears that small companies are exempt from audit, checks the company's turnover, and stops there. Months later the tax return is due, and it calls for audited financial statements.
Fact: the CAMA exemption removes the duty to appoint an auditor. It does not rewrite the tax filing rules. Those sit in a different statute with a different definition of a small company.
What does CAMA 2020 say about small company audits?
CAMA 2020 treats a company as small if it is a private company limited by shares with turnover of no more than ₦120 million and net assets of no more than ₦60 million. It also needs directors who hold at least 51% of the shares, and no foreign or government members or nominees. A summary of the Act on Mondaq states that small companies do not have to file audited financial statements annually. The same applies to a company that has not started business since incorporation.
What does the Nigeria Tax Administration Act 2025 say?
Section 11(1) of the Nigeria Tax Administration Act 2025 requires every company to file a self-assessment return at least once a year. The return must include audited financial statements, tax and capital allowances computations, evidence of payment, and a computation of the effective tax rate where it applies. A principal officer of the company must attest to the information.
There is one carve-out. A small company may include a statement of accounts attested to by the taxpayer instead of audited financial statements. For a company that has traded for more than 18 months, the return is due within six months of the end of its accounting year (section 11(5)(a)).
The tax definition is tighter than the CAMA one. Commentary from Charis Legal Practice on Mondaq puts the Nigeria Tax Act 2025 threshold at turnover of up to ₦100 million and assets of up to ₦250 million. Check the current text of the Act before you rely on any figure, including ours.
Where do companies get caught?
Take a private company with ₦110 million in turnover. Under CAMA it is small, so it needs no auditor. Under the tax rules it is above ₦100 million, so it is not a small company for return purposes. Its tax return needs audited financial statements, and nobody has audited them.
The reverse also happens. A company under ₦100 million files an attested statement of accounts and assumes the job is done. It still has to file. Small status changes what you attach to the return, not whether you file.
What this means for your business
Treat the audit question as two tests, run once a year.
Test one, CAMA: turnover, net assets, shareholding and membership. Pass all four and you need no auditor.
Test two, tax: turnover and assets against the Nigeria Tax Act threshold. Pass and you may attach an attested statement of accounts. Fail and you need audited statements.
Run both tests on year-end figures, not on last year's. A good year can push a company across the line in either direction. If you sit within about 20% of a threshold, plan the audit now. Starting in March for a June deadline is how late filings happen.
Third parties set their own rules too. Banks, procurement panels and investors often ask for audited accounts whatever the statute allows, so ask before you assume. Our recent case on what happens when audited accounts are late shows how that can hold up a facility. For the wider filing picture, see Do small companies still need to file tax returns?.
FAQ
Does a small company in Nigeria have to appoint an auditor? Under CAMA 2020, a company that meets the small company test does not have to appoint an auditor. It must still keep proper books and file its annual returns with the Corporate Affairs Commission.
Can a small company file taxes without audited accounts? Yes, if it qualifies as small under the tax rules. Section 11(1) of the Nigeria Tax Administration Act 2025 allows a statement of accounts attested to by the taxpayer in place of audited financial statements.
What if my turnover is between ₦100 million and ₦120 million? On the thresholds above, you may be small under CAMA but not under the tax rules. You would need no auditor for CAMA, yet your tax return would still call for audited financial statements. Confirm the current thresholds with your adviser.
Unsure which test your company passes? Contact VOG Global in Area 10, Garki, Abuja, and we will check your position before your next filing. Visit vog.global to book a review.