ICSAN Secretarial Practice study guide
ICSAN Secretarial Practice · Work through your exam, one topic at a time.
The ICSAN Secretarial Practice paper is a core professional examination of the Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN), the body that qualifies and regulates chartered secretaries and governance professionals in Nigeria. It sits within the ICSAN professional examination ladder and is designed for candidates who already have grounding in law and management and are moving toward chartered status. The ICSAN Secretarial Practice study guide has 10 sections and about 3,651 words.
01Company Formation, Types of Companies and Constitutional Documents
Domain 1 tests how a Nigerian company is created under CAMA 2020 and how the memorandum, articles and certificate of incorporation allocate power and bind members. Expect classification questions, document-clause questions and short filing scenarios.
382 words, about 2 min02Company Meetings: Notices, Quorum, Resolutions and Minutes
This domain examines the machinery of decision-making: convening valid general meetings, counting quorum, choosing the correct resolution type, handling proxies and producing minutes that stand up as evidence. The first AGM is held within 18 months of incorporation; thereafter at least once every calendar year with no more than 15 months between meetings.
415 words, about 2 min03Directors, the Company Secretary and Corporate Governance
This domain covers board composition and powers, directors' statutory and fiduciary duties, the secretary's qualifications and functions, and the governance codes that apply to Nigerian companies. The board manages the company.
370 words, about 2 min04Share Capital, Shares, Debentures and Membership
This domain tests the legal nature of shares and debentures, how capital is issued and paid for, class rights, transfers, dividends and who counts as a member. Shares have a nominal value.
378 words, about 2 min05Statutory Books, Registers, Records and CAC Filings
This domain examines which books and registers a company must keep, where they are kept, who may inspect them, and which events must be notified to the Corporate Affairs Commission with what deadlines. Statutory registers include the register of members, register of directors and secretary and their shareholdings, register of charges, register of debenture holders, register of beneficial owners, minute books of board and general meetings, and accounting records.
365 words, about 2 min06Corporate Reporting, Accounts and Audit Requirements
This domain tests the accounting records duty, the content and approval of financial statements, the auditor's appointment, rights and independence, and the exemptions available to small companies. Every company must keep accounting records sufficient to show receipts and payments, assets and liabilities, and to enable financial statements to be prepared; records are retained for the statutory period, commonly six years.
401 words, about 2 min07Corporate Finance and Restructuring: Capital Raising, Mergers and Acquisitions
This domain tests how companies raise equity and debt, the regulatory consents involved, and the secretarial steps in mergers, acquisitions and schemes of arrangement. Equity routes: initial public offering, offer for subscription, rights issue, private placement and bonus issue.
344 words, about 2 min08Winding Up, Insolvency and Corporate Rescue
This domain tests the modes of winding up, the grounds for compulsory liquidation, the effect of liquidation on directors and creditors, and the rescue procedures introduced by CAMA 2020. Modes: members' voluntary winding up (requiring a declaration of solvency), creditors' voluntary winding up, and compulsory winding up by the court.
320 words, about 2 min09Corporate Secretarial Practice, Ethics and Professional Conduct
This domain tests the standards expected of a chartered secretary: the ethical framework, handling of confidential information and conflicts, anti-money-laundering and beneficial-ownership duties, and sound practice management. Core ethical principles: integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.
320 words, about 2 min10Business Law Framework: Contracts, Agency, Employment and Regulatory Compliance
This domain tests the legal backdrop to secretarial work: forming enforceable contracts, recognising when a company is bound through an agent, distinguishing employees from contractors, and identifying the regulators a company must satisfy. A valid contract needs offer, acceptance, consideration, intention to create legal relations, capacity and legality.
356 words, about 2 min