Further to our last article, several Federal Government agencies have granted deadline extensions and issued interim regulations in view of the ongoing COVID 19 pandemic. Some of the notable ones are as follows:
- The Federal Inland Revenue Service (FIRS), in a message from the Executive Chairman, Muhammad Nami to Taxpayers has extended the timeline for filing of Value Added Tax (VAT) and Withholding Tax (WHT) to the last working day of the month, following the month of deduction. FIRS also extended the timeline for filing companies’ income tax returns by one (1) month 3. Taxpayers may file their returns without an audited account, provided that the relevant audited account is submitted unfailing within two (2) months after the revised due date of filing. All tax filings will be done electronically and registered taxpayers can submit via: efiling.firs.gov.ng. A list of alternative email addresses have also been provided for large taxpayers, depending on the sectors in which they function as well as their locations in various states of Nigeria. E- filing is encouraged as a list of stringent social distancing rules and general hygiene practices will be applicable at their offices.
- The Securities and Exchange Commission (SEC) also approved a sixty (60) day extension for public companies to file their 2019 annual reports and Q1 2020 annual reports. Companies have also been provided with the opportunity to file electronically.
- The Corporate Affairs Commission (CAC) is also restricting access to its offices and has, via a public notice directed Companies to hold Annual General Meetings by proxy after obtaining prior approval from the Commission. Companies shall however remain guided by the provisions of their articles or those of the Companies and Allied Matters Act (CAMA) with respect to a quorum.
The current situation of the nation has revealed the fact that several of our laws, and by extension articles of association of Nigerian Companies, have not (quite understandably) envisaged and made provisions for such events as have been experienced by the entire world in the past few weeks. Questions have arisen as to whether the CAC is able to issue such a regulation only by reason of a lockdown. Also noteworthy is CAMA’s provision that unless the articles otherwise provide, the relevant Section 230 on the appointment of proxies shall not be applicable in the case of a company not having a share capital.
Regardless of the aforementioned, we submit that attendance by proxy is the most efficient way to ensure a meeting is validly held whist still complying with the restrictions which have been prescribed on public gatherings during this period; as a Company can ensure that the amount of proxies falls within an acceptable number.
In conclusion, whilst it is laudable that the CAC has committed to sending representatives to act as observers at such meetings, it is our submission that the recognition of virtual meetings to satisfy statutory requirements in Nigeria is long overdue.
Syntax Legal Practitioners 