The Company Secretary – Questions and Answers

THE COMPANY SECRETARY

QUESTION 1
April 2024 Question Four A
Explain the legal position of a company secretary. (3 marks)

QUESTION 2
December 2023 Question Six C
(i) Identify TWO persons who are disqualified from acting as a company secretary.
(2 marks)
(ii) Explain FOUR breaches and omissions of duty that might be committed by a company secretary. (4 marks)

QUESTION 3
August 2023 Question Three D
A private company need not have a company secretary.

Explain TWO ways in which service and actions are carried out when a private company elects not to have a company secretary. (4 marks)

QUESTION 4
April 2023 Question Three B
Describe FIVE responsibilities of a company secretary.
(10 marks)
QUESTION 5
December 2022 Question Two C
With specific reference to company secretaries:
(i) Identify the circumstance under which a private company is required to have a company secretary. (1 mark)
(ii) Describe the ways in which a private company that does not have a company secretary undertakes service of documents and authorises matters that require a company secretary. (6 marks)

QUESTION 6
December 2022 Question Four A
Describe the general contents of a company’s annual return. (6 marks)

QUESTION 7
August 2022 Question Two B
The company Secretary is a senior position in a public or private company. With reference to this statement:
(i) Explain the status of a Company Secretary. (3 marks)
(ii) Discuss three duties of a company secretary in a quoted company. (3 marks)

QUESTION 8
April 2022 Question Tree B
Explain four grounds for disqualification from being registered as a company secretary
(4 marks)
QUESTION 9
April 2022 Question Five A
Every public company is required to have at least one corporate secretary.
In view of the above statement:
(i) Highlight seven particulars that must be stated in the register of secretaries of a public company where the corporate secretary happens to be a company or a firm. (7 marks)
(ii) Explain three ways through which the Corporate Secretary’s function might be discharged in the event that the office falls vacant or the Secretary is unable to act.
(3 marks)
QUESTION 10
December 2021 Question Three B
Highlight four particulars that must be registered where the Secretary of a public company is a firm. (4 marks)

QUESTION 11
December 2021 Question Three C
Explain three items that the Registrar might include in a direction issued by him against -a public company that fails to appoint a Corporation Secretary. (6 marks)

QUESTION 12
September 2021 Question Seven A
(i) Indicate four instances when a public company’s register of secretaries might not contain particulars of a person’s former name. (4 marks)
(ii) Outline five contents of the register of company secretaries of public companies.
(5 marks)
QUESTION 13
May 2021 Question Five A
In relation to the company secretary:
(i) Highlight three qualifications required for one to be registered as a company secretary.
(6 marks)
(ii) Discuss the status of the company secretary in relation to the company. (6 marks)

QUESTION 14
November 2020 Question six A
(i) Discuss three ways through which a private company without a company secretary operates. (6 marks)
(ii) Describe three types of persons who are disqualified from acting as a Company Secretary. (6 marks)

QUESTION 15
November 2019 Question three B (ii)
Describe four types of content to be stated in an annual return of a company. (4 marks)

QUESTION 16
November 2019 Question six A
(i) Describe six powers and duties of the Company Secretary of a company.
. (6 marks)
(ii) Summarise four breaches and omissions of duty by a Company Secretary which might lead to being penalised. (4 marks)

QUESTION 17
May 2019 Question seven A
(i) Describe eight particulars of secretaries that are required to be contained in the company’s register of secretaries. (8 marks)
(ii) State two grounds for disqualification from being registered as a company secretary.
(2 marks)
QUESTION 18
May 2018 Question six A
Suggest four possible reasons why directors might want to remove a company secretary.
(8 marks)
QUESTION 19
November 2017 Question two B
Company secretaries perform different types of duties in a company.
With reference to the above statement, explain five duties of a company secretary under each of the two categories below:
(i) Statutory duties. (5 marks)
(ii) Administrative duties. (5 marks)

QUESTION 20
May 2017 Question seven A
Summarise the procedure for removal of a company secretary from office. (6 marks)

QUESTION 21
November 2016 Question three A
Every public limited company must have a company secretary who is one of the officers of a company.

With reference to the above statement:
(i) State two qualifications for one to be appointed as a company secretary of a public limited company in your country. (4marks)
(ii) Summarise the particulars a company shall ensure are in the register of secretaries if the secretary of a public company is a company or firm. (6 marks)

QUESTION 22
May 2016 Question three A (i)
(i) Explain the legal position of a company secretary. (6 marks)

QUESTION 23
September 2015 Question three C
Explain four duties of a company secretary. (4 marks)

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