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ICSAN Secretarial Practice study materials
ICSAN Secretarial Practice study resources

ICSAN Secretarial Practice: Company Formation, Types of Companies and Constitutional Documents

ICSAN Secretarial Practice · Work through your exam, one topic at a time.

All guide sections

Company Formation, Types of Companies and Constitutional Documents

What the exam tests

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.

Core rules

  • Incorporation runs through the CAC: reserve a name (time-limited), file the memorandum and articles (or adopt the model articles), give notice of the registered address and particulars of the first directors and secretary, and lodge a statement of compliance with the prescribed fees.
  • The memorandum contains the name, registered office, objects, liability, share capital and association clauses; the subscribers' signatures create the constitution.
  • The articles regulate internal management. Model articles apply so far as not excluded. Articles are altered by special resolution but cannot exceed the memorandum or the CAMA.
  • Main vehicles: private company limited by shares (Ltd), public company (Plc), unlimited company, company limited by guarantee, holding and subsidiary companies, small companies, single-member companies, foreign company branches, LLPs and incorporated trustees.
  • A company limited by guarantee has no share capital and cannot distribute profits to members.
  • The certificate of incorporation is conclusive evidence that the company exists. Conversion (for example Ltd to Plc) requires a special resolution and CAC approval but creates no new legal person.

Worked example

Two founders and an angel investor want a vehicle that can list later. Advice: incorporate a private company limited by shares now with three subscribers and at least the statutory minimum issued capital of N100,000; later convert to Plc by special resolution and CAC filing. A Plc needs at least three directors and N2,000,000 minimum issued capital, so starting private avoids unnecessary compliance. Conversion preserves the corporate personality and existing contracts.

Traps

Assuming conversion means re-incorporation; thinking the articles override the memorandum; treating a guarantee company as able to pay dividends; forgetting the company is a separate legal person from its subscribers.