ICSAN Corporate Law study guide
ICSAN Corporate Law · Work through your exam, one topic at a time.
The ICSAN Corporate Law paper is one of the subjects in the professional examination series of the Institute of Chartered Secretaries and Administrators of Nigeria, the body that credentials company secretaries and governance professionals in Nigeria. Candidates typically sit it after the foundation or intermediate stage, and it is aimed at people who will actually run company secretarial functions: drafting resolutions, advising boards, filing with the Corporate Affairs Commission, and keeping a company on the right side of the Companies and Allied Matters Act. The ICSAN Corporate Law study guide has 13 sections and about 3,732 words.
01Nature and Sources of Nigerian Company Law
The exam tests whether you can identify the operative source of a Nigerian company-law rule and apply the hierarchy correctly - statute first, then case law, then regulatory instruments - rather than quoting English law. Legislation: Companies and Allied Matters Act 2020 (CAMA), assented on 7 August 2020, replacing CAMA 1990.
339 words, about 2 min02Corporate Personality
On incorporation the company becomes a body corporate with perpetual succession, capable of suing and being sued, owning property, contracting and holding a common seal. It is a legal person distinct from its members, directors and promoters: Salomon v A Salomon & Co Ltd [1897] AC 22.
347 words, about 2 min03Lifting the Veil and Pre-incorporation Contracts
Courts start from Salomon and lift only exceptionally: enemy character ( Daimler Co Ltd v Continental Tyre and Rubber Co ), fraud or sham, agency where the company is a mere façade, group enterprise ( DHN Food Distributors v Tower Hamlets LBC , a minority approach), and statutory contexts (fraudulent trading, directors' personal liability for prospectus misstatements, tax and competition statutes). Adams v Cape Industries shows judicial reluctance.
298 words, about 1 min04Company Formation, Types, Registration and Constitutional Documents
CAMA 2020 recognises private companies limited by shares (Ltd), public companies (Plc), companies limited by guarantee, unlimited companies, and single-member companies. A private company may have one member; a public company requires at least two.
315 words, about 2 min05Promoters, Prospectuses, Securities Offerings and Capital Raising
A promoter is a person who takes the initiative in forming and floating a company ( Twycross v Grant ). Professionals acting only in their professional capacity are not promoters.
301 words, about 2 min06Shares, Share Capital, Membership and Shareholder Rights
A share is a chose in action and a bundle of rights (dividend, vote, return of capital). CAMA 2020 abolished authorised share capital; companies now have issued and unissued share capital.
303 words, about 2 min07Corporate Management: Directors, Officers and Corporate Governance
Directors manage the company collectively; they may delegate to committees and appoint a managing director. The board owes its powers to the company, not to shareholders, and exercises them for proper purposes.
310 words, about 2 min08Directors' Duties, Conflict of Interest and Related Party Transactions
CAMA 2020 codifies duties: to act in good faith in the best interests of the company, with care and skill, to avoid conflicts, not to fetter discretions, to exercise powers for proper purposes, and not to accept benefits from third parties. Directors must disclose any interest in a contract or arrangement to the board; failure makes the contract voidable and requires an account of profits.
245 words, about 1 min09Company Meetings, Resolutions and Shareholder Remedies
Public companies must hold an annual general meeting; private companies need not, unless the articles require it. Extraordinary general meetings may be requisitioned by members holding at least 10% of paid-up capital.
306 words, about 2 min10Accounts, Audit, Annual Returns and Corporate Records
Companies must keep proper accounting records and prepare annual financial statements. Public interest entities use IFRS; others may use the IFRS for SMEs.
271 words, about 1 min11Reconstruction, Mergers, Takeovers and Compromises
A compromise or arrangement between a company and its creditors or members requires a court-sanctioned scheme: application to court, meeting of the class, approval by a majority in number representing 75% in value, then court sanction. CAMA 2020 also provides a merger regime: merger agreement, board approval, shareholder approval (75%), notice to creditors and the CAC, and a certificate of merger; assets and liabilities vest by operation of law.
219 words, about 1 min12Winding Up, Insolvency and Corporate Rescue
Winding up may be members' voluntary (solvent), creditors' voluntary (insolvent), or compulsory by the court. Grounds include special resolution, failure to commence business within a year, inability to pay debts, just and equitable grounds, and default in filing returns.
234 words, about 1 min13Corporate Law in Practice: Compliance, Regulatory Framework and Professional Ethics
Practice questions test whether you know who regulates what: the CAC administers incorporation, filings, annual returns and striking off; the SEC regulates public offers, takeovers and capital market operators; the NGX regulates listing and disclosure; the FRC sets accounting and governance standards. Anti-money-laundering obligations under the Money Laundering (Prevention and Prohibition) Act 2022 apply to designated non-financial businesses, including legal practitioners in specified transactions; SCUML registration and customer due diligence are required.
244 words, about 1 min