ICSAN Secretarial Practice flashcards

32 cards. Read the term and the definition here. The deck at the top of this page is optional.

Certificate of Incorporation

Document issued by the CAC evidencing that a company has been registered; it is conclusive proof that all incorporation requirements have been complied with and the company exists as a body corporate.

Memorandum of Association

Constitutional document setting out the company's name, registered office, objects, liability of members, capital clause and subscription clause; it governs the company's external relations and cannot be altered except as CAMA permits.

Articles of Association

Internal rulebook regulating the company's management, share transfers, meetings and directors' powers; it operates as a contract between the company and its members and must not conflict with the memorandum or statute.

Company Limited by Guarantee

Company without share capital whose members guarantee a fixed sum on winding up; it requires CAC licence, cannot distribute profits to members, and is typically used for charitable, educational or professional bodies.

Statutory Meeting

Meeting that a public company must hold within six months of incorporation to consider the statutory report; private companies are exempt from this requirement under CAMA 2020.

Special Resolution

Resolution passed by at least 75% of votes cast at a general meeting with at least 21 days' notice; used for fundamental changes such as altering the articles or changing the company name.

Quorum

Minimum number of members who must be present for a meeting to transact valid business; two for a private company and three for a public company, present in person or by proxy.

Proxy

Person appointed by a member to attend and vote at a meeting on the member's behalf; the notice of meeting must inform members of the right to appoint a proxy.

Fiduciary Duty

Legal obligation of directors to act in good faith in the company's best interests, avoid conflicts of interest, and not misuse company property or information for personal gain.

Company Secretary Qualification

For a public company, the secretary must belong to a recognised professional body such as ICSAN, ICAN or the Nigerian Bar Association, and possess the qualifications prescribed by CAMA.

Removal of Director

Directors may be removed by ordinary resolution at a general meeting on 28 days' special notice, despite any agreement or articles provision; the director may make written representations.

Register of Members

Statutory record of shareholders showing names, addresses, shareholdings and dates of entry; it is prima facie evidence of membership and must be open for inspection at the registered office.

Debenture

Written acknowledgement of a company's indebtedness, usually secured by a charge on assets; the holder is a creditor with no voting rights at general meetings.

Pre-emption Rights

Rights of existing shareholders to be offered new shares in proportion to their holdings before the shares are offered to outsiders; disapplication requires special resolution or articles authority.

Return of Allotment

Filing made to CAC within 30 days of a share allotment, disclosing the number and nominal value of shares allotted and the allottees, usually on Form CAC 2.1.

Register of Charges

Statutory register kept by the company and filed with CAC recording charges created over company assets; charges must be registered within 90 days of creation to be valid against creditors.

Annual Return

Filing made to CAC within 42 days after the AGM confirming the company's registered particulars, directors, secretary, members and share capital as at the return date.

Accounting Records Retention

Companies must keep proper accounting records at the registered office and preserve them for at least six years; failure may attract fines and personal liability for officers.

True and Fair View

Overriding requirement that financial statements present the company's financial position and performance accurately; compliance with standards alone does not guarantee a true and fair view.

Auditor Appointment

Public companies appoint an auditor at each AGM by ordinary resolution; the first auditor may be appointed by directors and serves until the first AGM.

Audit Committee

Committee required for public-interest entities to oversee financial reporting, internal controls and external audit; membership includes independent non-executive directors and shareholder representatives.

Rights Issue

Offer of new shares to existing shareholders in proportion to their holdings, usually at a discount; it respects pre-emption rights and raises new equity capital.

Scheme of Merger

Statutory arrangement under CAMA for combining two or more companies, requiring board approval, a special resolution of members and court sanction; dissenting members may apply to court.

Mandatory Takeover Bid

Rule requiring a person who acquires 30% or more of the voting shares of a public company to make a general offer to remaining shareholders at a prescribed price.

Declaration of Solvency

Statement by directors in a members' voluntary winding up that the company will be able to pay its debts in full within 12 months; it must be filed with CAC before the winding up.

Statutory Demand

Formal written demand requiring a company to pay a debt within 21 days; failure to comply or secure the debt is evidence the company is unable to pay its debts.

Administration

Corporate rescue procedure in which an administrator manages the company's affairs under a statutory moratorium, aiming to rescue the company or achieve a better result for creditors.

Wrongful Trading

Liability imposed on directors who continue trading when they knew or ought to have known insolvency was unavoidable; the court may order them to contribute to company assets.

Confidentiality Duty

Professional obligation of the company secretary not to disclose information obtained in office except with authority, by legal requirement or where disclosure is in the public interest.

Continuing Professional Development

Mandatory ongoing learning required of ICSAN members to maintain technical competence and ethical awareness; compliance is monitored as a condition of good standing.

Apparent Authority

Authority that a third party reasonably believes an agent possesses based on the principal's conduct; the principal is bound by acts falling within that apparent authority.

Arbitration and Mediation Act

Nigerian statute (2023) governing arbitration, mediation and enforcement of awards; it adopts the UNCITRAL Model Law and allows court-ordered interim measures in support of arbitration.