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ICSAN Company Secretarial Practice (Nigeria)

Practice Questions
2026 Statistics

Key Facts: ICSAN CL Exam

100

Practice Questions

ICSAN syllabus prep

3 hours

Real Exam Time

ICSAN

₦35k

Subject Fee

ICSAN 2026

CAMA 2020

Core Statute

Federal Law of Nigeria

ISA 2007

Securities Law

Federal Law of Nigeria

50%

Pass Mark

ICSAN regulations

The ICSAN Professional Corporate Law exam is a professional qualification exam in Nigeria. Our practice set consists of 100 questions testing knowledge of the Companies and Allied Matters Act (CAMA 2020), company formation, share capital, corporate insolvency, minority protection, and securities regulation under the ISA 2007.

Sample ICSAN CL Practice Questions

Try these sample questions to test your ICSAN CL exam readiness. Each question includes a detailed explanation. Start the interactive quiz above for the full 100+ question experience with AI tutoring.

1Under Section 27(2) of the Companies and Allied Matters Act (CAMA) 2020, what is the minimum issued share capital for a private company incorporated in Nigeria?
A.₦10,000
B.₦100,000
C.₦500,000
D.₦1,000,000
Explanation: Section 27(2)(a) of CAMA 2020 increases the minimum issued share capital for a private company to ₦100,000 (up from the ₦10,000 authorized share capital under the 1990 Act). This reflects modern economic realities and ensures that companies have a basic capital foundation at incorporation.
2Under Section 27(2) of CAMA 2020, what is the minimum issued share capital required for a public company (Plc) in Nigeria?
A.₦500,000
B.₦1,000,000
C.₦2,000,000
D.₦10,000,000
Explanation: Section 27(2)(b) of CAMA 2020 requires a public company to have a minimum issued share capital of ₦2,000,000. Additionally, CAMA 2020 replaced the concept of 'authorized share capital' with 'issued share capital,' meaning that the minimum amount must actually be issued at incorporation.
3Which of the following describes a key reform introduced by Section 18(2) of CAMA 2020 regarding company membership in Nigeria?
A.All companies, public or private, can now be formed by a single person.
B.A private company can now be formed and run by a single member.
C.A minimum of five members is now required to form any company.
D.Foreign individuals can no longer form companies as single members.
Explanation: Section 18(2) of CAMA 2020 permits a single person to form a private company. This is a significant departure from the previous requirement of at least two members, aligning Nigerian corporate law with international best practices for small businesses.
4Under CAMA 2020, what is the maximum number of members a private company is permitted to have, excluding employees and former employees?
A.20 members
B.50 members
C.100 members
D.There is no limit
Explanation: Section 22(3) of CAMA 2020 retains the rule that a private company's members must not exceed 50, excluding joint holders and employees/former employees who became members during employment. If membership exceeds 50, the company may be forced to convert to a public company.
5A company limited by guarantee (Ltd/Gte) in Nigeria cannot be incorporated without the consent of which regulatory authority?
A.The Securities and Exchange Commission (SEC)
B.The Corporate Affairs Commission (CAC)
C.The Attorney-General of the Federation
D.The Federal Inland Revenue Service (FIRS)
Explanation: Section 26(5) of CAMA 2020 provides that the memorandum of a company limited by guarantee shall not be registered without the authority of the Attorney-General of the Federation. This requirement ensures that the non-profit status is not abused for commercial trading purposes.
6Under Section 85 of CAMA 2020, which of the following best describes the legal nature of a promoter's relationship with the company they are forming?
A.A promoter is an agent of the company before it is registered.
B.A promoter stands in a fiduciary relationship to the company.
C.A promoter is a trustee of the company's future property.
D.A promoter has no legal or equitable duties to the company until incorporation.
Explanation: Section 85 of CAMA 2020 explicitly codifies that a promoter stands in a fiduciary relationship to the company and is under an obligation to observe utmost good faith, account for profits, and make full disclosure. A promoter cannot act as an agent because a principal (the company) does not yet exist.
7What is the statutory position under Section 96 of CAMA 2020 regarding the ratification of pre-incorporation contracts in Nigeria?
A.Pre-incorporation contracts are automatically binding on the company upon registration.
B.A company may ratify a pre-incorporation contract after incorporation, and it will be bound by it.
C.Pre-incorporation contracts can never be ratified and must be entered into afresh.
D.Only the promoters, and never the company, remain personally liable after ratification.
Explanation: Section 96 of CAMA 2020 permits a company to ratify any contract entered into by a promoter or agent prior to its incorporation. Once ratified, the company becomes bound by and entitled to the benefits of the contract as if it had been incorporated at the date of the contract.
8Under CAMA 2020, what is the default legal status of a company's Articles of Association?
A.They are a private contract between the directors and the company secretary.
B.They form a statutory covenant binding the company, its members, and officers.
C.They are mere guidelines that can be disregarded by a majority vote of directors.
D.They only bind the members in relation to third-party commercial transactions.
Explanation: Section 46(1) of CAMA 2020 provides that the memorandum and articles of association, when registered, have the effect of a contract under seal between the company and its members, and between the members themselves, covenanting to observe all the provisions.
9Which type of company under CAMA 2020 does not restrict the personal liability of its members for the debts of the company?
A.Private company limited by shares
B.Public company limited by guarantee
C.Unlimited company
D.Small private company
Explanation: Section 21(1)(c) of CAMA 2020 defines an unlimited company as a company where there is no limit on the liability of its members. Members are fully liable to contribute to the assets of the company on a winding up to meet all debts and liabilities.
10Under Section 868 of CAMA 2020, which of the following is a key criterion for a private company to qualify as a 'small company'?
A.Its turnover must not exceed ₦120 million, and its net asset value must not exceed ₦60 million.
B.Its turnover must not exceed ₦10 million, and its net asset value must not exceed ₦5 million.
C.It must have a minimum of 50 shareholders and operate in multiple states.
D.It must be a public company with government ownership.
Explanation: Section 868 of CAMA 2020 defines a small company as a private company whose turnover is not more than ₦120 million and whose net assets value is not more than ₦60 million, among other conditions (like no foreign shareholding and no government membership). This threshold represents a substantial increase from historical limits, capturing many more MSMEs.

About the ICSAN CL Exam

The ICSAN Professional Corporate Law exam tests professional competence in corporate legal frameworks under the Companies and Allied Matters Act (CAMA 2020) and other Nigerian regulations. This practice set provides 100 comprehensive questions aligned with the official syllabus.

Assessment

100 multiple-choice questions (simulating exam content)

Time Limit

3 hours

Passing Score

50%

Exam Fee

₦35,000 (Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN))

ICSAN CL Exam Content Outline

20%

Formation, Incorporation, and Types of Companies

Types of companies, registration procedures under CAMA 2020, memorandum and articles of association, pre-incorporation contracts.

20%

Corporate Finance, Share Capital, and Debentures

Minimum issued share capital, share registration, allotments, transfers, alteration of capital, debentures and charges.

25%

Company Management, Directors, and the Company Secretary

Appointment, removal, duties, powers, and liabilities of directors and company secretaries.

20%

Corporate Meetings, Resolutions, and Minority Protection

Procedures for AGMs, EGMs, class meetings, voting, resolutions, and shareholder remedies/derivative actions.

15%

Insolvency, Restructuring, and Securities Regulation

Corporate insolvency, winding up, schemes of arrangement, and securities regulation under the ISA 2007/SEC rules.

How to Pass the ICSAN CL Exam

What You Need to Know

  • Passing score: 50%
  • Assessment: 100 multiple-choice questions (simulating exam content)
  • Time limit: 3 hours
  • Exam fee: ₦35,000

Keys to Passing

  • Complete 500+ practice questions
  • Score 80%+ consistently before scheduling
  • Focus on highest-weighted sections
  • Use our AI tutor for tough concepts

ICSAN CL Study Tips from Top Performers

1Familiarize yourself thoroughly with the provisions of CAMA 2020, focusing on company formation, share capital structure, directors' fiduciary duties, and company secretary requirements.
2Understand the statutory timelines for registrations, filings, and notices (e.g., 21 days' notice for AGMs, 14 days' notice for board meetings, 15 days to file special resolutions).
3Learn the legal requirements and procedures for corporate restructuring and insolvency, including voluntary arrangements, administration, and winding-up processes.
4Study the provisions of the Investments and Securities Act (ISA) 2007 and the roles of the Securities and Exchange Commission (SEC) and the Corporate Affairs Commission (CAC).
5Pay close attention to minority shareholder protection mechanisms, including derivative actions, petitions for unfair prejudice, and the rule in Foss v. Harbottle.
6Be clear on the minimum issued share capital requirement for private companies (₦100,000) and public companies (₦2,000,000) under CAMA 2020.

Frequently Asked Questions

What is the ICSAN Professional Corporate Law examination?

It is a core professional examination paper administered by the Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN) for candidates seeking to qualify as Chartered Secretaries and corporate governance professionals. The exam tests candidates on practical and theoretical aspects of corporate law, company formation, management, finance, insolvency, and compliance under Nigerian law.

Which laws are tested in this exam?

The primary statutory framework tested is the Companies and Allied Matters Act (CAMA 2020) of Nigeria. Additionally, the exam tests compliance with the Investment and Securities Act (ISA 2007), SEC Rules, Federal High Court Rules, and general common law principles regarding company law.

What are the main changes introduced by CAMA 2020 in Nigerian Corporate Law?

CAMA 2020 introduced significant updates, including single-member companies for private companies, the concept of minimum issued share capital instead of authorized share capital, electronic filing, electronic voting and virtual meetings, new insolvency frameworks (administration and voluntary arrangements), and the exemption of small companies from appointing a company secretary and holding AGMs.

What is the pass mark for the ICSAN examinations?

The minimum passing score for all ICSAN professional examination papers, including Corporate Law, is 50%.

How often are the ICSAN examinations conducted?

ICSAN professional examinations are conducted twice a year, during the June and December exam diets.

Does this exam cover securities regulation in Nigeria?

Yes. It covers securities regulation under the Investments and Securities Act (ISA) 2007 and SEC Rules, which regulate public offers, collective investment schemes, mergers and acquisitions, and insider trading in Nigeria.