Question Tag: Company Secretary

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BL – Nov 2020 – L1 – SB – Q2a – Company Law

Advise on eligibility for company secretary, AGM notice recipients, and grounds for registration refusal by CAC.

Ronkey, Peace, and Victoria intend to register a limited liability company. They have consulted you as an expert for advice on the appointment and duties of the officers of the company as well as other issues pertaining to registration of companies.

Required:
i. Advise the three on FOUR categories of persons eligible for appointment as a company secretary.
ii. State FOUR categories of persons who will be entitled to receive the notice of the Annual General Meeting when the company is eventually registered.
iii. State FOUR grounds on which the Corporate Affairs Commission may refuse to register the documents of incorporation to be submitted for registration.

 

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BL – May 2014 – L1 – SB – Q5 – Corporate Governance

Discussing requirements for incorporation and the implications of proposed company names.

a. Jossy is a cabinet maker based on Victoria Island, Lagos, where he has a lucrative business. Jossy is proposing to expand his business and wants to invite James to form a Limited Liability Company, using the name Jossy James Limited.

You are required to:
i. State FIVE documents that must be filed for the incorporation of the company; and (5 Marks)
ii. Advise the parties on whether the proposed name, Jossy James Limited is appropriate and, state FOUR prohibited or restricted company names. (5 Marks)

b. State FIVE advantages of a Limited Liability Company over a Partnership. (5 Marks)

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BL – May 2014 – L1 – SB – Q4 – Partnership Law

Discussing the duties of a Company Secretary and circumstances benefiting non-partners in a partnership.

a. “Every company must, by law, have a Secretary. A company may also serve as a Secretary to another company. However, a sole director may not be the Secretary of a company. The Company Secretary is the Chief Administrative Officer of the company”.

Required: State FIVE duties of a Company Secretary. (5 Marks)

b. At common law, a Secretary was regarded as a mere servant who should do what he was told to do and could NOT bind the company in any way. This notion has since been corrected by the Companies and Allied Matters Act CAP C20 LFN 2004.

Required: State FIVE persons qualified to be appointed as Company Secretary of a public company under the Companies and Allied Matters Act. (5 Marks)

c. Partnership contract is based on confidence, good faith, and trust between the partners.

Required: Explain TWO circumstances in which a non-partner could benefit from the profits of a partnership. (5 Marks)

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BL – Nov 2022 – L1 – SB – Q3a – Company Law

Stating the duties and conditions for the removal of a company secretary.

The Companies and Allied Matters Act (CAMA) provides that a public company shall have a Company Secretary.

Required:
i. State four duties of a Company Secretary (4 Marks)
ii. State four conditions for the removal of a Company Secretary from office (4 Marks)

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BL – May 2022 – L1 – SA – Q8 – Company Law

Identify which entity may not appoint a company secretary.

Which of the following may NOT appoint a Company Secretary?
A. Private company
B. Single shareholder company
C. Company limited by guarantee
D. Public company
E. Asset management company

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BL – Nov 2023 – L1 – SB – Q5a – Company Law

Lists four qualifications required for a person to be appointed as the secretary of a public company.

The Companies and Allied Matters Act (CAMA) specifies persons that may occupy the office of a company secretary.

Required:
State FOUR qualifications of a person that may be appointed as the secretary of a public company. (6 Marks)

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BL – May 2016 – L1 – SB – Q5a – Company Law

Identify eligible persons for company secretary and outline duties, along with advice on misuse of company resources.

Natural persons run the business of companies, and the principal officers manage them.

You are required to state:

i. TWO persons that could be appointed Secretary of a public company. (2 Marks)

ii. THREE specific duties of a Company Secretary. (3 Marks)

iii. Mr Okoruma, a flamboyant person, is the Company Secretary of Lukka Company Plc. He hired expensive cars in the name of the company, which he used for his personal purposes. The board has refused to pay the debts incurred by Mr. Okoruma for the car hire.

Required:

Advise Mr. Okoruma. (3 Marks)

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BCL – Apr 2022 – L1 – Q4a – Company directors and other officers

Outline qualification requirements for company secretaries and disqualifying offenses for company directors under the Companies Act, 2019 (Act 992).

a) One of the key officers of a company who keeps the books and records, is the company secretary. The Companies Act, 2019 (Act 992) compels the appointment of a company secretary on certain qualifications.

Required:

i) State THREE (3) qualification requirement for the appointment of company secretary as stipulated in the Companies Act, 2019 (Act 992). (6 marks)

ii) List THREE (3) offences and related legal wrongs that automatically disqualifies a fraudulent person from appointment as a director of a company. (6 marks)

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BCL – Mar 2023 – L1 – Q3b – Company Directors and Other Officers

Identify the qualifications, fiduciary duties, and types of a Company Secretary.

A Company Secretary is an officer of the company responsible for the recording of proceedings of both Board and General Meetings. The Company Secretary embodies the institutional memories of the organization and brings directions in the governance of the company. The Company Secretary may be an individual, a partnership, or a company.

Required:
i) Identify THREE (3) characteristics that qualify a person to be appointed as Company Secretary under the Companies Act, 2019 (Act 992).
(6 marks)

ii) State THREE (3) fiduciary duties required of a Company Secretary.
(6 marks)

iii) Explain TWO (2) types of Company Secretary.
(3 marks)

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BL – Nov 2020 – L1 – SB – Q2a – Company Law

Advise on eligibility for company secretary, AGM notice recipients, and grounds for registration refusal by CAC.

Ronkey, Peace, and Victoria intend to register a limited liability company. They have consulted you as an expert for advice on the appointment and duties of the officers of the company as well as other issues pertaining to registration of companies.

Required:
i. Advise the three on FOUR categories of persons eligible for appointment as a company secretary.
ii. State FOUR categories of persons who will be entitled to receive the notice of the Annual General Meeting when the company is eventually registered.
iii. State FOUR grounds on which the Corporate Affairs Commission may refuse to register the documents of incorporation to be submitted for registration.

 

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BL – May 2014 – L1 – SB – Q5 – Corporate Governance

Discussing requirements for incorporation and the implications of proposed company names.

a. Jossy is a cabinet maker based on Victoria Island, Lagos, where he has a lucrative business. Jossy is proposing to expand his business and wants to invite James to form a Limited Liability Company, using the name Jossy James Limited.

You are required to:
i. State FIVE documents that must be filed for the incorporation of the company; and (5 Marks)
ii. Advise the parties on whether the proposed name, Jossy James Limited is appropriate and, state FOUR prohibited or restricted company names. (5 Marks)

b. State FIVE advantages of a Limited Liability Company over a Partnership. (5 Marks)

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BL – May 2014 – L1 – SB – Q4 – Partnership Law

Discussing the duties of a Company Secretary and circumstances benefiting non-partners in a partnership.

a. “Every company must, by law, have a Secretary. A company may also serve as a Secretary to another company. However, a sole director may not be the Secretary of a company. The Company Secretary is the Chief Administrative Officer of the company”.

Required: State FIVE duties of a Company Secretary. (5 Marks)

b. At common law, a Secretary was regarded as a mere servant who should do what he was told to do and could NOT bind the company in any way. This notion has since been corrected by the Companies and Allied Matters Act CAP C20 LFN 2004.

Required: State FIVE persons qualified to be appointed as Company Secretary of a public company under the Companies and Allied Matters Act. (5 Marks)

c. Partnership contract is based on confidence, good faith, and trust between the partners.

Required: Explain TWO circumstances in which a non-partner could benefit from the profits of a partnership. (5 Marks)

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BL – Nov 2022 – L1 – SB – Q3a – Company Law

Stating the duties and conditions for the removal of a company secretary.

The Companies and Allied Matters Act (CAMA) provides that a public company shall have a Company Secretary.

Required:
i. State four duties of a Company Secretary (4 Marks)
ii. State four conditions for the removal of a Company Secretary from office (4 Marks)

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BL – May 2022 – L1 – SA – Q8 – Company Law

Identify which entity may not appoint a company secretary.

Which of the following may NOT appoint a Company Secretary?
A. Private company
B. Single shareholder company
C. Company limited by guarantee
D. Public company
E. Asset management company

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You're reporting an error for "BL – May 2022 – L1 – SA – Q8 – Company Law"

BL – Nov 2023 – L1 – SB – Q5a – Company Law

Lists four qualifications required for a person to be appointed as the secretary of a public company.

The Companies and Allied Matters Act (CAMA) specifies persons that may occupy the office of a company secretary.

Required:
State FOUR qualifications of a person that may be appointed as the secretary of a public company. (6 Marks)

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BL – May 2016 – L1 – SB – Q5a – Company Law

Identify eligible persons for company secretary and outline duties, along with advice on misuse of company resources.

Natural persons run the business of companies, and the principal officers manage them.

You are required to state:

i. TWO persons that could be appointed Secretary of a public company. (2 Marks)

ii. THREE specific duties of a Company Secretary. (3 Marks)

iii. Mr Okoruma, a flamboyant person, is the Company Secretary of Lukka Company Plc. He hired expensive cars in the name of the company, which he used for his personal purposes. The board has refused to pay the debts incurred by Mr. Okoruma for the car hire.

Required:

Advise Mr. Okoruma. (3 Marks)

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BCL – Apr 2022 – L1 – Q4a – Company directors and other officers

Outline qualification requirements for company secretaries and disqualifying offenses for company directors under the Companies Act, 2019 (Act 992).

a) One of the key officers of a company who keeps the books and records, is the company secretary. The Companies Act, 2019 (Act 992) compels the appointment of a company secretary on certain qualifications.

Required:

i) State THREE (3) qualification requirement for the appointment of company secretary as stipulated in the Companies Act, 2019 (Act 992). (6 marks)

ii) List THREE (3) offences and related legal wrongs that automatically disqualifies a fraudulent person from appointment as a director of a company. (6 marks)

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BCL – Mar 2023 – L1 – Q3b – Company Directors and Other Officers

Identify the qualifications, fiduciary duties, and types of a Company Secretary.

A Company Secretary is an officer of the company responsible for the recording of proceedings of both Board and General Meetings. The Company Secretary embodies the institutional memories of the organization and brings directions in the governance of the company. The Company Secretary may be an individual, a partnership, or a company.

Required:
i) Identify THREE (3) characteristics that qualify a person to be appointed as Company Secretary under the Companies Act, 2019 (Act 992).
(6 marks)

ii) State THREE (3) fiduciary duties required of a Company Secretary.
(6 marks)

iii) Explain TWO (2) types of Company Secretary.
(3 marks)

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