ICSAN Secretarial Practice cheat sheet

Companies are incorporated under CAMA 2020 by registration with the Corporate Affairs Commission (CAC); incorporation creates a body corporate with perpetual succession, a common seal, and capacity to sue and be sued.

Minimum membership: a private company (LTD) may have 1–50 members; a public company (PLC) requires at least 2 members with no upper limit and cannot commence business without a certificate of commencement.

Private company (LTD) restrictions: cannot invite the public to subscribe for shares, cannot transfer shares freely, and must have at least one director resident in Nigeria.

Companies limited by guarantee (LTD/GTE) require CAC approval of the memorandum, a minimum of 2 members, no share capital, and a licence; profits cannot be distributed to members.

The memorandum of association contains the name clause, registered office clause, objects clause, liability clause, capital clause (unless limited by guarantee), and association/subscription clause.

The articles of association govern internal management; Table A (or model articles) applies by default where a company does not register its own articles; the articles must not conflict with the memorandum or CAMA.

A certificate of incorporation is conclusive evidence that the company is registered and that all requirements for registration have been complied with.

A company can be re-registered (e.g., private to public) by special resolution and CAC approval; change of name requires special resolution and CAC consent, with a new certificate issued.

Pre-incorporation contracts: a company cannot ratify a pre-incorporation contract; the promoter is personally liable unless the company adopts the benefit after incorporation through a fresh contract.

Statutory meeting: a public company must hold a statutory meeting within 6 months of incorporation and file a statutory report with CAC; private companies are exempt.

Annual General Meeting (AGM): a public company must hold an AGM within 6 months of the financial year end and not more than 15 months after the previous AGM; private companies may hold AGMs but are not statutorily compelled under CAMA 2020.

Notice periods: 21 days' notice for AGM and general meetings of public companies; 14 days for private companies; special notice of 28 days is required for removing a director or auditor.

Quorum: 2 members for a private company and 3 members for a public company present in person or by proxy; if quorum is not met within 30 minutes, the meeting stands adjourned.

Ordinary resolution requires a simple majority (more than 50%) of votes cast; special resolution requires at least 75% of votes cast and 21 days' notice (or shorter with consent of the requisite majority).

Written resolutions may be passed by members of a private company without a meeting, provided the requisite majority signs; public companies cannot pass written resolutions.

Minutes of all general meetings and board meetings must be recorded in the minute book within a reasonable time and kept at the registered office; members have a right to inspect minutes of general meetings.

Proxy: a member of a company entitled to attend and vote may appoint a proxy; notice of the meeting must state the right to appoint a proxy, and proxies count toward quorum where the articles so provide.

Chairman's ruling on validity of votes and declaration of result is prima facie evidence; a court may order a meeting to be called where it is impracticable to convene one in the usual manner.

A private company must have at least 1 director; a public company must have at least 3 directors, and at least one director of a private company must be resident in Nigeria.

Directors owe fiduciary duties of good faith, loyalty, and avoidance of conflict of interest, plus duties of care, skill and diligence; they must disclose any interest in a contract to the board.

Directors' remuneration is fixed by the company in general meeting; a director may not vote on a matter in which he has a personal interest unless the articles permit.

The company secretary of a public company must be a member of a recognised professional body (e.g., ICSAN, ICAN, NBA) and must possess the requisite qualifications prescribed by CAMA.

A private company is not obliged to appoint a company secretary, but where one is appointed, the provisions on duties and liability apply.

The company secretary's core duties are statutory compliance, maintenance of registers and minute books, filing returns with CAC, and advising the board on corporate governance.

Corporate governance principles: separation of the roles of chairman and CEO, board independence, audit and risk committees, and disclosure of insider dealings and related-party transactions.

Directors may be removed by ordinary resolution with special notice of 28 days, notwithstanding anything in the articles or any agreement; the director has a right to make representations.

A director's appointment must be notified to CAC within 30 days; a company must keep a register of directors and secretaries at its registered office for inspection.

Share capital types: authorised (nominal) share capital, issued share capital, called-up capital, paid-up capital, and uncalled capital; CAMA 2020 permits no-par-value shares so authorised capital is no longer mandatory.

A share is a chose in action representing an interest in the company measured by a sum of money; shares are transferable subject to the articles and any pre-emption rights.

Allotment of shares: directors allot shares with prior authorisation of members; returns of allotment must be filed with CAC within 30 days (Form CAC 2.1).

Share transfer: a private company may restrict transfer; a public company's shares are freely transferable; transfer requires a proper instrument of transfer and registration by the board.

Debentures are written acknowledgements of debt, usually under seal, creating a charge on the company's assets; a debenture holder is a creditor, not a member, and has no vote at general meetings.

Membership: a person becomes a member on entry into the register of members; a subscriber to the memorandum is deemed a member on incorporation.

The register of members must be kept at the registered office (or where made up, notice given to CAC) and is open to inspection by members free of charge and by others on payment of a fee.

Dividends may only be paid out of distributable profits; a company may not pay a dividend out of capital, and directors are liable for unlawful distributions.

Reduction of share capital requires special resolution and court sanction (or CAC approval under the prescribed procedure); share buy-backs require compliance with solvency and procedural rules.

Statutory books include: register of members, register of directors and secretaries, register of charges, minute books, register of debenture holders, and accounting records.

Register of charges: every charge created by a company must be registered with CAC within 90 days of creation; late registration may be permitted by the court on terms.

Annual returns: every company must file an annual return with CAC within 42 days after the AGM, or where no AGM is held, within 42 days after the date the AGM should have been held.

Change of registered office must be notified to CAC within 14 days; change of directors or secretary within 30 days; change of name requires special resolution and CAC consent.

Accounting records must be kept at the registered office or such other place as the directors think fit, and must be preserved for at least 6 years.

The register of members and other statutory registers must be available for inspection; refusal to allow inspection may attract a fine and a court order.

CAC filings are submitted through the Companies Registration Portal (CRP) using prescribed forms (e.g., CAC 1.1 for incorporation, CAC 2.1 for allotment, CAC 7 for annual return).

Failure to file annual returns can lead to striking off of the company from the register; struck-off companies may be restored by court order or administrative procedure.

Every company must prepare annual financial statements comprising a statement of financial position, statement of profit or loss and other comprehensive income, statement of cash flows, statement of changes in equity, and notes.

Financial statements must give a true and fair view and comply with the applicable reporting framework (IFRS for public-interest entities; IFRS for SMEs for qualifying entities).

A public company must appoint an auditor at each AGM by ordinary resolution; the first auditor may be appointed by the directors and holds office until the first AGM.

Auditor's removal requires special notice of 28 days and an ordinary resolution; the auditor has a right to attend and be heard at the meeting.

The auditors' report must state whether the accounts give a true and fair view and whether proper accounting records have been kept; the report is laid before members at the AGM.

Directors' report must accompany the financial statements and disclose the state of the company's affairs, principal activities, dividends recommended, and directors' interests.

Public-interest entities (listed companies, banks, insurers) must establish an audit committee with independent members; the committee oversees financial reporting and internal controls.

Annual accounts and returns must be filed with CAC; quoted companies must also file with the Securities and Exchange Commission (SEC) and the Nigerian Exchange (NGX).

A company's financial year may be changed by notice to CAC, but the accounting reference period cannot exceed 18 months except with approval.

Capital may be raised through equity (ordinary shares, preference shares), debt (debentures, bonds, loans), or hybrid instruments (convertible notes, options).

A public offer of securities requires registration with SEC and compliance with the Investments and Securities Act; private placements are restricted to qualified investors and limited numbers.

Rights issue: existing members have pre-emption rights to subscribe for new shares in proportion to their holdings; a disapplication requires special resolution or articles provision.

Mergers and acquisitions under CAMA 2020 and the ISA require approval of the boards, special resolution of members, and sanction of the Federal High Court and SEC where applicable.

A scheme of merger must be approved by at least 75% in value of members present and voting; dissenting members may apply to court.

Due diligence in M&A covers corporate records, statutory filings, litigation, tax, contracts, and employee liabilities; warranties and indemnities are negotiated in the sale agreement.

Takeover bids are regulated by SEC and the NGX; a mandatory bid is triggered when a person acquires 30% or more of the voting shares of a public company.

Capital restructuring includes rights issues, bonus issues, share splits, capital reduction, and buy-backs; each requires compliance with CAMA and, where listed, NGX rules.

Solvency test: a company may only make a distribution or buy-back if it can pay its debts as they fall due for the following 12 months.

Winding up may be compulsory (by court order) or voluntary (members' voluntary or creditors' voluntary); grounds include inability to pay debts, just and equitable ground, and failure to file returns.

A company is deemed unable to pay debts if it fails to settle a statutory demand of a prescribed sum within 21 days or if execution against it is returned unsatisfied.

Members' voluntary winding up requires a declaration of solvency by directors that the company can pay its debts in full within 12 months; creditors' voluntary winding up does not.

On winding up, a liquidator is appointed to realise assets, settle liabilities, and distribute the surplus among members according to their rights.

Priority of claims: secured creditors, preferential debts (employees' wages, taxes), unsecured creditors, then members; liquidation expenses rank first.

Corporate rescue mechanisms include administration, receivership, scheme of arrangement, and the company voluntary arrangement (CVA); the aim is to keep the business as a going concern.

Administration: an administrator is appointed to rescue the company or achieve a better result for creditors; a statutory moratorium protects the company from enforcement during administration.

Fraudulent trading and wrongful trading: directors may be personally liable where business was carried on with intent to defraud creditors or without reasonable prospect of avoiding insolvency.

Dissolution follows winding up; the company is struck off the register, and its remaining assets vest in the state (bona vacantia) unless otherwise provided.

The company secretary acts as chief administrative officer and compliance officer, maintaining statutory registers, preparing board papers, and ensuring timely CAC filings.

Professional ethics: integrity, objectivity, confidentiality, professional competence, and compliance with the ICSAN code of conduct and applicable laws.

Confidentiality duty: information obtained in the course of office must not be disclosed except with authority, by legal requirement, or in the public interest.

Conflict of interest must be disclosed promptly; a secretary should decline engagements where independence would be compromised.

The secretary must ensure board and general meetings are properly convened, quorum is present, notices are valid, and resolutions are correctly recorded and filed.

Anti-money laundering and counter-terrorist financing obligations require customer due diligence, record-keeping, and reporting of suspicious transactions to the relevant authority.

Whistleblowing: a secretary should maintain confidential channels for reporting misconduct and protect whistleblowers from retaliation.

Continuing professional development (CPD) is required to maintain competence; members must comply with ICSAN's mandatory CPD requirements.

Data protection: personal data of members, directors, and employees must be processed lawfully under the Nigeria Data Protection Act and kept secure.

A valid contract requires offer, acceptance, consideration, intention to create legal relations, capacity, and legality of object; a deed requires no consideration.

Terms of a contract may be express or implied; exclusion clauses are construed strictly contra proferentem and are subject to statutory reasonableness tests.

Agency arises by express appointment, implied authority, ratification, estoppel, or necessity; the agent binds the principal within actual or apparent authority.

A principal is bound by acts of an agent acting within apparent authority; the agent owes duties of obedience, care, disclosure, and non-conflict.

Employment contract: terms may be written or oral; statutory minimum terms include notice, leave, and termination procedures under the Labour Act and related laws.

Unfair dismissal and redundancy: termination must comply with contractual and statutory procedures; redundancy attracts redundancy pay and consultation obligations.

Regulatory compliance: companies must comply with CAMA, tax laws (FIRS), pensions (PENCOM), data protection (NDPC), and sector regulators (CBN, SEC, NGX).

Corporate offences: failure to file returns, keep records, or register charges may attract fines and personal liability for directors and the secretary.

Dispute resolution: contracts may provide for negotiation, mediation, arbitration (Arbitration and Mediation Act 2023), or litigation; arbitration awards are enforceable by the courts.