ICSAN CL common mistakes
ICSAN CL · Understand the traps and how to avoid them.
Treating the memorandum and articles of association as freely negotiable documents and advising clients that any internal arrangement is enforceable, without checking it against the mandatory provisions of the Companies and Allied Matters Act (CAMA).
Candidates revise the Act in isolation from drafting practice and never build the habit of testing a clause against the 'cannot be excluded' provisions, so they answer from general contract intuition rather than statute.
What to do instead
For every governance scenario, run a three-step check: (1) is this matter regulated by a mandatory CAMA provision, (2) does the company's constitution conflict with it, (3) which prevails. Practise by drafting sample objects clauses and alteration resolutions, then annotating each against the relevant statutory section.
Confusing the distinct roles and liabilities of directors, shareholders in general meeting, and the company secretary, and stating that the secretary is automatically a director or that shareholders can instruct directors on day-to-day management.
The syllabus overlaps heavily with general management theory, and candidates import private-sector job titles into company law without anchoring each office to its statutory source of power and duty.
What to do instead
Build a one-page comparison table with columns for appointment, removal, powers, fiduciary duties, and liability for each office. Populate it only from statutory provisions and case-law principles you can cite by name, and re-test yourself by writing the table from memory weekly.
Answering meeting-procedure questions (notice periods, quorum, proxies, written resolutions, minutes) from memory of ordinary practice rather than from the specific statutory and constitutional rules, and mixing up the rules for private and public companies.
Procedure is learned as a checklist once and then never re-derived, so small variations in the fact pattern (short notice, a proxy at a class meeting, a director with a conflict) go unnoticed.
What to do instead
Work through at least twenty short fact patterns where one procedural element is deliberately defective, and for each identify the defect, its legal consequence, and the cure. Keep a running table of notice, quorum, and majority thresholds by company type and meeting type.
Drafting or interpreting resolutions and minutes that omit the essential elements: correct company name and registration number, date, time and venue or mode, chair, quorum confirmation, exact resolution wording, and the basis of any special majority.
Candidates write summaries of what happened instead of legally operative records, because they have never been assessed on document quality and assume content matters more than form.
What to do instead
Practise producing complete minute sets and resolution drafts under time pressure, then self-mark against a fixed checklist of mandatory elements. Exchange drafts with a study partner and mark each other strictly against that checklist.
Preparing or interpreting financial statements without applying the correct recognition and measurement basis, for example expensing an item that should be capitalised, or ignoring accruals, depreciation, and impairment adjustments when computing profit.
Candidates memorise formats of the statement of profit or loss and statement of financial position but skip the conceptual framework and the individual standards that determine what enters those formats.
What to do instead
For each major line item, write out the recognition criteria, initial measurement, and subsequent measurement from the applicable standard before attempting calculations. Then redo past-style computational questions and reconcile every adjustment back to its standard.
Calculating ratios and variances mechanically and then failing to interpret them, or presenting a variance as favourable or adverse without stating its cause and its operational or cash consequence.
Practice is dominated by arithmetic drills, so candidates treat the number as the answer and never rehearse the commentary that the question actually rewards.
What to do instead
After every calculation, force yourself to write three sentences: what the figure means, the two most likely causes, and the management action it implies. Practise on real published annual reports so the commentary is grounded in plausible business context.
Treating a commercial transaction as a single contract question and missing the interaction of agency, sale of goods, contract terms, and dispute-resolution clauses, including which party bears risk at each stage.
The syllabus is taught topic by topic, so candidates retrieve one doctrine per question instead of scanning the facts for every legal relationship created.
What to do instead
Before answering, draw a party map showing who contracts with whom, when title and risk pass, what each party warrants, and how disputes are resolved. Practise on short case scenarios until the map takes under two minutes to produce.
Computing tax liabilities using the wrong basis, for example applying the wrong rate band, forgetting capital allowances, or confusing the treatment of different income streams and entities.
Rates and thresholds change frequently, and candidates rely on memory or outdated study notes rather than the current statute and administrative guidance.
What to do instead
Maintain a dated one-page rate and threshold sheet sourced from the revenue authority's current published guidance, and rebuild it from source each time you revise. In calculations, show the basis for each rate applied so errors are visible during review.
Answering strategy and stakeholder questions with generic textbook lists of analysis tools, without applying a specific tool to the facts given or reaching a defensible recommendation.
Candidates learn frameworks as definitions to be recited and never practise the application step, so answers describe SWOT or PESTLE in the abstract rather than using them on the scenario.
What to do instead
For each framework, memorise one worked example applied to a named company and practise converting analysis into a recommendation with stated criteria and risks. Structure answers as analysis, options, recommendation, and implementation risk.
Discussing ethics and digital governance only in generalities about integrity and cybersecurity, without identifying the specific duty, the specific control, or the specific reporting or escalation route that the scenario requires.
These topics are perceived as 'soft' and are revised last, so candidates substitute moralising for the concrete obligations, controls, and governance mechanisms the question is testing.
What to do instead
Build a control library: for each risk (data breach, conflict of interest, bribery, insider dealing), record the preventive control, the detective control, the reporting channel, and the accountable officer. Answer ethics questions by naming the duty breached, the affected stakeholder, and the escalation route.