TABLE OF CONTENTS
Part One: The Secretary, Directors and Members
Chapter One: The Role of the Company Secretary
1.1 Requirement to Appoint a Company Secretary
1.2 The Nature of the Roles, Functions and Duties of the Company Secretary
1.3 Appointment and Qualification of a Company Secretary
1.4 Removal of a Company Secretary
1.5 The Status of the Company Secretary
1.6 Core Duties of the Company Secretary
1.7 Liabilities of a Company Secretary
Chapter Two: Company Directors
2.1 Who is a Director
2.2 Appointment of Directors
2.3 Who Can be Appointed a Director
2.4 Types of Directors
2.5 Vacation of the Office of a Directo’r
2.6 Directors’ Service Contract
2.7 Transactions with Directors
2.8 Directors’ Duties
2.9 Directors’Report
2.10 Directors’ Interest in Shares
2.11 Powers of Directors
2.12 Liabilities of Directors
Chapter Three: Members I
3.1 Conditions for Membership
3.2 Types of Shareholders
3.3 Capacity to be a Member
3.4 Members’ Rights, Duties and Liabilities
Chapter Four: Members II
4.1 Register of Members
4.2 Shareholders’ Involvement
Part Two: Compliance
Chapter Five: Company Formation
5.1 The Corporate Affairs Commission
5.2 Registered Companies
5.3 Registration of Companies
5.4 Documents to be Filed with the Registrar
5.5 Certificate of Incorporation
5.6 Re-registration of Companies
5.7 Company Searches
Chapter Six: The Memorandum and Articles of Association
6.1 Clauses in the Memorandum of Association
6.2 The Company’s Name
6.3 The Registered Office
6.4 The Object Clause
6.5 Articles of Association
Chapter Seven: Statutory Registers and Returns
7.1 Forms of Registers
7.2 General Safeguards Against Falsification of Registers
7.3 Changes and Alterations in the Registers
7.4 Annual Returns
7.5 Company Seal
Chapter Eight: The Regulation of Listed Companies
8.1 Securities and Exchange Commission (SEC) and Its Functions
8.2 Registration of Securities
8.3 Corporate Responsibility of Public Companies with Regard to Registered Securities
8.4 The Nigerian Stock Exchange (“The Stock Exchange”)
8.5 Types of Public Issues
8.6 Initial Consideration Before a Public Issue
Chapter Nine: Mergers, Takeovers and Acquisitions
9.1 Meaning of a Merger
9.2 Takeover
9.3 Acquisition of Shares of Dissenting Shareholders
9.4 Establishment, Jurisdiction, Authority and Procedure of the Investments
and Securities Tribunal
Chapter Ten: Annual Reports, Accounts and Auditors
10.1 Legal Requirement to Keep and Produce Accounts
10.2 Accounting Records
10.3 Auditors
10.4 Audit Committee
Chapter Eleven: Corporate Governance
11.1 Development of Corporate Governance
11.2 Code of Corporate Governance
11.3 Nigeria’s Codes of Corporate Governance
11.4 Company Secretary’s Roles in Corporate Governance
11.5 Corporate Governance Report
Chapter Twelve: Winding Up and Dissolution
12.1 Voluntary Liquidation
12.2 Compulsory Liquidation
12.3 Winding up by the Court
12.4 Final Meeting and Dissolution
12.5 General Terms Used in Connection with Company Recovery and Insolvency
Practice
12.5.1 Administration Order
12.5.2 Receiver
12.5.3 Liquidator
Part Three: Shares and Debentures
Chapter Thirteen: Shares and Share Capital
13.1 Shares
13.2 Determining a Company’s Capital Structure
13.3 Allotment and Issue of Shares
13.4 Forfeiture and Cancellation of Issued Shares (Section 140 of CAMA)
Chapter Fourteen: Share Registration
14.1 Share Certificate
14.2 The Form and Content of Share Certificate
14.3 Transfer and Transmission of Shares
14.4 The Duties of the Secretary in Relation to Share Transfer
14.5 The Stock Exchange Transfer and Settlement System – Central
Securities Clearing System (CSCS)
Chapter Fifteen: Dividends
15.1 Meaning of Dividend
15.2 Procedure for Payment of Dividends
Chapter Sixteen: Debentures
16.1 Features of Debentures
16.2 Types of Debentures
16.3 Procedure for Conversion of Debentures
16.4 Redemption of Debentures
16.5 Charges
Part Four: Meetings and Resolutions
Chapter Seventeen: Meaning of Meetings and Requirements
17.1 The Requirements of a Valid Meeting
17.2 Constituting a Meeting
17.3 Conduct d110 Procedure at Meetings
17.4 Resolutions and Minutes
17.5 Practical Steps in Writing Minutes
Chapter Eighteen: Types of Meetings
18.1 Annual General Meeting (AGM)
18.2 Class Meeting
18.3 Extraordinary General Meeting
18.4 Board Meeting
Part Five: Appendices
Appendix I
Appendix II
Appendix III
