ICSAN Company Secretarial Practice (Nigeria)

Under Section 330 of the Companies and Allied Matters Act (CAMA) 2020, which type of company is NOT statutorily mandated to appoint a Company Secretary?

• AA small company as defined under CAMA 2020
• BA public limited liability company (Plc)
• CA company limited by guarantee (Ltd/Gte)
• DA state-owned enterprise incorporated as a public company

Which case in corporate jurisprudence established that a Company Secretary is no longer a 'mere clerk' but an officer with authority to sign administrative contracts?

• APanorama Developments (Guildford) Ltd v Fidelis Furnishing Fabrics Ltd
• BFoss v Harbottle
• CSalomon v Salomon & Co Ltd
• DRoyal British Bank v Turquand

In a public company in Nigeria, which corporate organ has the statutory power to appoint and remove the Company Secretary?

• AThe Board of Directors
• BThe Shareholders in a General Meeting
• CThe Corporate Affairs Commission (CAC)
• DThe Chief Executive Officer (CEO) acting alone

If the Board of Directors of a public company in Nigeria intends to remove the Company Secretary, what is the first statutory step required under Section 333 of CAMA 2020?

• AGiving the secretary a written notice stating the grounds and intention to remove them
• BFiling a notice of removal with the Corporate Affairs Commission (CAC)
• CPublishing a public disclaimer in two national newspapers
• DSuspending the secretary immediately without pay pending a board vote

Which of the following is NOT a statutory qualification required to practice as a Company Secretary of a public company under CAMA 2020?

• AA university degree in Business Administration or Social Sciences
• BA legal practitioner registered in Nigeria
• CA member of the Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN)
• DA member of any body of accountants established by an Act of the National Assembly

Under CAMA 2020, where must a company keep its official Register of Secretaries?

• AAt the company's registered office in Nigeria
• BAt the Corporate Affairs Commission's head office in Abuja
• CAt the private residence of the Chairman of the Board
• DAt the office of the company's external solicitors

When a Company Secretary in Nigeria fails to file statutory returns on time, who is held liable for the default fines under CAMA 2020?

• AThe company, and every officer (including directors and secretary) who is in default
• BThe Company Secretary alone as the administrative officer
• CThe Managing Director/CEO alone
• DThe external auditors of the company

Who must sign the Annual Return of a company before it is accepted for filing by the Corporate Affairs Commission (CAC)?

• AA Director and the Company Secretary
• BThe Managing Director and the Chairman of the Board
• CThe Company Secretary and the External Auditor
• DAll shareholders holding more than 10% of the voting shares

To whom does the Company Secretary primarily owe their professional and fiduciary duties in the performance of corporate functions?

• AThe company as a separate legal entity
• BThe Chairman of the Board of Directors
• CThe majority shareholder of the company
• DThe Managing Director/CEO

If a Company Secretary in Nigeria has a personal interest in a contract being considered by the Board of Directors, what is their statutory duty?

• AThey must disclose the nature and extent of their interest to the board of directors
• BThey must immediately resign from their position as secretary
• CThey must delegate the recording of the minutes of that meeting to an assistant
• DThey do not need to do anything as they are not voting members of the board

What administrative authority does a Company Secretary have to bind the company to contracts with third parties?

• AContracts that are administrative or secretarial in nature, such as hiring vehicles or of…
• BCommercial contracts involving the core trading business of the company
• CContracts for the acquisition or disposal of major corporate land and assets
• DNo authority whatsoever, as only directors can bind the company

Under CAMA 2020, who has the power to sign and certify a copy of a company resolution for external use, such as opening a corporate bank account?

• AA Director or the Company Secretary
• BThe Chief Financial Officer
• CAny shareholder of the company
• DAn independent notary public only

When a share transfer instrument is submitted to the corporate registry, what is the role of the Company Secretary?

• ATo process the transfer documents and present them to the Board of Directors for approval…
• BTo unilaterally approve and execute the transfer of shares
• CTo determine the price at which the shares should be sold
• DTo file the transfer with the CAC without consulting the board

Under CAMA 2020, what is the statutory requirement regarding the custody and use of a company's common seal?

• AA company is no longer required to have a common seal; if it does, the secretary typicall…
• BEvery company must have a common seal, which must be kept in a bank safety deposit box
• CThe common seal must be held by the majority shareholder at all times
• DThe common seal must be kept at the Corporate Affairs Commission

In corporate governance, what is the Company Secretary's role regarding communication between the board and shareholders?

• AActing as the official channel of communication and ensuring timely dissemination of noti…
• BCensoring shareholder queries before they reach the board
• CDetermining which shareholders are allowed to contact the directors
• DLobbying shareholders to vote in favor of board resolutions

What is the statutory role of the Company Secretary in preparing for a corporate governance audit or compliance audit in Nigeria?

• ACompiling and providing all board minutes, registers, policies, and filings to the audito…
• BDrafting the audit opinion on behalf of the external compliance consultants
• CHiding minor compliance defaults from the audit team to protect the board
• DAuditing the financial books of the company

Within how many days must a Company Secretary ensure that a charge created by the company is registered with the CAC under CAMA 2020?

• A21 days from the date of creation of the charge
• B14 days from the date of creation of the charge
• C30 days from the date of creation of the charge
• D90 days from the date of creation of the charge

Under CAMA 2020, who has the authority to certify a copy of the company's Articles of Association for submission to a government agency?

• AA Director or the Company Secretary
• BOnly the Chairman of the Board
• CAny shareholder holding at least 5% shares
• DThe Corporate Affairs Commission registrar only

What is the statutory position under CAMA 2020 regarding the appointment of a joint or assistant Company Secretary?

• AA company may appoint a joint, assistant, or deputy secretary to perform the duties of th…
• BJoint secretaries are strictly prohibited to ensure singular accountability
• CAssistant secretaries can only be appointed in private companies
• DAssistant secretaries must be approved by the Corporate Affairs Commission before appoint…

Which professional body is statutorily recognized in Nigeria as the national authority on chartered secretaryship and corporate governance?

• AInstitute of Chartered Secretaries and Administrators of Nigeria (ICSAN)
• BInstitute of Chartered Accountants of Nigeria (ICAN)
• CNigerian Bar Association (NBA)
• DChartered Institute of Personnel Management of Nigeria (CIPM)

Unless the company's articles state otherwise, what is the statutory notice period required for calling a board meeting under CAMA 2020?

• A14 days notice in writing
• B7 days notice in writing
• C21 days notice in writing
• D24 hours notice in writing

If a company has 9 directors, what is the default quorum for a board meeting under CAMA 2020 if the articles are silent?

• A3 directors
• B2 directors
• C5 directors
• D6 directors

Under CAMA 2020, where must a company keep the minute book recording the proceedings of its general meetings, and what right do members have over it?

• AAt the registered office, where it is open to inspection by members without charge
• BAt the Corporate Affairs Commission, where only directors may inspect it
• CAt the external auditor's office, where the public may inspect it on payment of a fee
• DAt the Chairman's residence, where inspection requires a court order

Who must sign the minutes of a board meeting to make them prima facie evidence of the proceedings under CAMA 2020?

• AThe Chairman of that meeting or the Chairman of the next succeeding meeting
• BThe Company Secretary and the Managing Director
• CAll directors who were present at the meeting
• DThe Company Secretary alone as the author

What is the statutory requirement for passing a written (circular) resolution of the board under CAMA 2020?

• AIt must be signed by all directors entitled to receive notice of a board meeting
• BIt requires signatures from a simple majority of the directors
• CIt requires signatures from the Chairman and the Managing Director only
• DCircular resolutions are not legally recognized under CAMA 2020

Under CAMA 2020, can board meetings be held virtually, and can virtual attendance count towards the quorum?

• AYes, if the articles permit, board meetings can be held virtually and count towards the q…
• BNo, board meetings must always be held physically in Nigeria to be valid
• CBoard meetings can be virtual, but directors attending virtually cannot count towards the…
• DVirtual board meetings are only permitted for private companies, not public companies

For public companies in Nigeria, what is the statutory requirement when appointing a director who is 70 years of age or older under CAMA 2020?

• ASpecial notice must be given to the members, disclosing the director's age at the general…
• BThe appointment must be approved by the Corporate Affairs Commission (CAC)
• CThe director must be appointed as a non-voting advisor only
• DA person of 70 years or older is disqualified from being a director of a public company

Which committee is a public company statutorily required to establish under CAMA 2020 to review the external auditor's report alongside the company's audited financial statements?

• AThe Statutory Audit Committee
• BThe Nomination and Governance Committee
• CThe Remuneration Committee
• DThe Risk Management Committee

Who is disqualified from acting as the Chairman of the Statutory Audit Committee in a public company in Nigeria?

• AAny Director of the company
• BThe largest individual shareholder
• CA retired employee of the company
• DAn independent financial consultant

Under Section 306 of CAMA 2020, when must a director declare their interest in a transaction or contract being entered into by the company?

• AAt the meeting of the board of directors at which the contract is first taken into consid…
• BWithin 42 days after the contract has been executed
• COnly if the value of the contract exceeds 10% of the company's net assets
• DAt the Annual General Meeting following the transaction

Under corporate governance best practices in Nigeria, can a conflicted director vote on a resolution approving a contract in which they have a personal interest?

• ANo, the director must recuse themselves from voting and must not be counted in the quorum…
• BYes, directors can vote on any contract provided the interest has been disclosed in writi…
• CYes, but only if the Chairman gives written permission prior to the vote
• DThe director can vote, but their vote is only counted if there is a tie

What is the statutory minimum number of directors required for a company (other than a small private company) under CAMA 2020?

• ATwo directors
• BOne director
• CThree directors
• DFive directors

If the number of directors in a standard company falls below the statutory minimum of two, for how long may it continue to carry on business before every director and knowing member becomes personally liable for the debts incurred during that period under CAMA 2020?

• A21 days
• B14 days
• C60 days
• DOne month

What is the best practice timeline recommended for the distribution of board papers and meeting packs to directors prior to a board meeting?

• AAt least 5 to 7 days before the meeting
• BAt least 14 days before the meeting
• C24 hours before the meeting
• DAt the commencement of the meeting to maintain confidentiality

Under CAMA 2020, what is the status of an 'alternate director' at a board meeting?

• AA person appointed by a director to attend and vote in their place, who has all the right…
• BA non-voting observer who is not counted towards the board quorum
• CAn external solicitor who attends to advise the board during deliberations
• DA director who is appointed by the court to resolve a deadlock

How can a director of a company be removed from office before the expiration of their term under Section 288 of CAMA 2020?

• ABy an ordinary resolution of the shareholders passed at a general meeting, despite anythi…
• BBy a unanimous vote of the other directors at a board meeting
• CBy a petition signed by the Company Secretary and filed with the CAC
• DOnly by a court order following a petition by creditors

What is the statutory requirement for the notice of a resolution to remove a director under Section 288 of CAMA 2020?

• ASpecial notice of 28 days must be given to the company before the meeting at which the re…
• BA standard notice of 7 days is sufficient
• CA public notice in the national gazette within 14 days of the meeting
• DNo notice is required if the removal is for gross misconduct

Under CAMA 2020, what is a 'casual vacancy' on the Board of Directors, and how is it filled?

• AA vacancy arising from death, resignation, retirement, or removal, which the board may te…
• BA vacancy caused by a director going on annual leave, filled by the Company Secretary
• CA vacancy created by increasing board size, which can only be filled by a court order
• DA vacancy that is automatically filled by the largest shareholder of the company

Which corporate governance document contains the internal rules governing director conduct, board procedures, and division of responsibilities?

• AThe Board Charter
• BThe Memorandum of Association
• CThe Shareholder Agreement
• DThe statutory Annual Return

To whom do directors owe their statutory duty of care and skill under CAMA 2020?

• AThe company as a whole, including present and future members
• BThe majority shareholder who appointed them
• CThe creditors of the company exclusively
• DThe Corporate Affairs Commission

What is the minimum issued share capital required for a private company and a public company respectively under CAMA 2020?

• A₦100,000 for private companies; ₦2,000,000 for public companies
• B₦10,000 for private companies; ₦500,000 for public companies
• C₦1,000,000 for private companies; ₦10,000,000 for public companies
• DThere is no minimum share capital requirement under CAMA 2020

Which of the following is a criterion for a company to qualify as a 'small company' under CAMA 2020, exempting it from certain audit requirements?

• AIts turnover is not more than ₦120 million and its net asset value is not more than ₦60 m…
• BIts turnover is not more than ₦10 million and it has fewer than 5 employees
• CIt is a public company with fewer than 50 shareholders
• DNo foreign national holds any shares in the company, regardless of turnover

Under CAMA 2020, a Person with Significant Control (PSC) must notify the company of their status within how many days of becoming a PSC?

• A7 days
• B14 days
• C30 days
• D42 days

What is the statutory consequence if a company fails to register a charge created on its property with the CAC within the 90-day period required under CAMA 2020?

• AThe charge becomes void against the liquidator and any creditor of the company
• BThe company's incorporation certificate is suspended
• CThe directors are automatically removed from office
• DThe company must pay a fine equal to the value of the charge

Within how many days must a company file its Annual Return with the CAC after its AGM under CAMA 2020?

• AWithin 42 days after the meeting
• BWithin 14 days after the meeting
• CWithin 30 days after the meeting
• DWithin 15 days after the meeting

Which statutory register must be updated by the Company Secretary to record information about individuals who hold at least 5% of the company's shares or voting rights?

• ARegister of Persons with Significant Control (PSC Register)
• BRegister of Directors' Shareholdings
• CRegister of Members
• DRegister of Debenture Holders

Under CAMA 2020, who is entitled to inspect the Register of Members of a company without paying a fee?

• AAny member (shareholder) of the company
• BAny member of the general public
• COnly directors and the external auditors
• DOnly representatives of the Corporate Affairs Commission

When a company allot shares to new investors, within what timeframe must the return of allotment (Form CAC 2A) be filed with the CAC?

• AWithin one month of the allotment
• BWithin 14 days of the allotment
• CWithin 42 days of the allotment
• DWithin 90 days of the allotment