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The Company Secretary

Unit: Company law

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Practice CPA Company law The Company Secretary questions with detailed answers and explanations.

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April 2026

 1 Questions
Question 4
​​(a) A foreign company that is incorporated in Canada intends to establish a place of business in Kenya. 
 
Required: 
Explain FOUR legal requirements which the company must comply with   before commencing business in Kenya.      
 
(b) Metro Engineering Ltd. recently secured a large loan from a financial institution. At the board meeting convened to approve the transaction, one of the directors participated fully in the deliberations and voted in favour of the borrowing. It later emerged that the director had a personal interest in the lending institution which he had not disclosed to the board. 
 
Required: 
(i) Evaluate THREE legal implications of the director’s failure to disclose his interest. 
 
(ii) Explain the rule in Royal British Bank v. Turquand and its relevance to the lender in the above circumstances.
 
(c) State TWO roles of a company secretary in ensuring compliance with statutory requirements. 


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August 2025

 1 Questions
Question 4a
Analyse FIVE circumstances when the liability of a company secretary could arise. ​​


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April 2025

 1 Questions
Question 4b
​​Summarise the process of the removal of a company secretary from the office in your country.


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December 2024

 1 Questions
Question 5b
​​Discuss FOUR defenses that a company secretary can rely on to avoid liability.


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August 2024

 1 Questions
Question 4c
​​With regard to Companies Act, describe FIVE roles of a company secretary in ensuring good corporate governance within a company.


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April 2024

 1 Questions
Question 4a
​​Explain the legal position of a company secretary.


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December 2023

 1 Questions
Question 7c
​​(i) Identify TWO persons who are disqualified from acting as a company secretary. 

(ii) Explain FOUR breaches and omissions of duty that might be committed by a company secretary.


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August 2023

 1 Questions
Question 3d
​​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.


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April 2023

 1 Questions
Question 3b
​​Describe FIVE responsibilities of a company secretary.


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December 2022

 1 Questions
Question 2c
​​With specific reference to company secretaries: 

(i) Identify the circumstance under which a private company is required to have a company secretary. 

(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. 


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August 2022

 1 Questions
Question 2b
​​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. 

(ii) Discuss three duties of a company secretary in a quoted company.


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April 2022

 2 Questions
Question 5a
​​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. 

(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.


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Question 3b
​​ Explain four grounds for disqualification from being registered as a company secretary.


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December 2021

 2 Questions
Question 3b
​​Highlight four particulars that must be registered where the Secretary of a public company is a firm.


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Question 3c
​​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.


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September 2021

 1 Questions
Question 7a
​​(i) Indicate four instances when a public company's register of secretaries might not contain particulars of a person's former name. 

(ii) Outline five contents ofthe register of company secretaries of public companies.


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May 2021

 1 Questions
Question 5a
​​In relation to the company secretary:

(i) Highlight three qualifications required for one to be registered as a company secretary.

(ii) Discuss the status of the company secretary in relation to the company.


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November 2020

 1 Questions
Question 6a
​​(i) Discuss three ways through which a private company without a company secretary operates.

(ii) Describe three types of persons who are disqualified from acting as a Company Secretary.


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November 2019

 1 Questions
Question 6a
​​(i) Describe six powers and duties of the Company Secretary of a company.

(ii)Summarise four breaches and omissions of duty by a Company Secretary which might lead to being penalised.


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May 2019

 1 Questions
Question 7a
​​ (i) Describe eight particulars of secretaries that are required to be contained in the company's register of secretaries. 

(ii) State two grounds for disqualification from being registered as a company secretary.


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May 2018

 1 Questions
Question 6a
​​ Suggest four possible reasons why directors might want to remove a company secretary.


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November 2017

 1 Questions
Question 2b
​​ 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. 

(ii) Administrative duties.


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May 2017

 1 Questions
Question 7a
​​Summarise the procedure for removal of a company secretary from office.


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November 2016

 2 Questions
Question 3a
​​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.

(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.


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Question 1b
​​A company cannot on its own execute contracts.

Describe three mechanisms provided by the Companies Act by which a company can sign documents.


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May 2016

 1 Questions
Question 3a
(i) Explain the legal position of a company secretary. 

(ii) As the company secretary of Jombo Limited, you have been instructed to prepare an annual return for the company for purposes of filing. 

Highlight four contents that you would include in the above annual return.


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Pilot September 2015

 1 Questions
Question 3c
​​Explain four duties of a company secretary.


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