NCA Business Organizations — Information & Free Practice

About NCA Business Organizations

NCA Business Organizations · CA

Key exam facts

Provider

National Committee on Accreditation (NCA), Federation of Law Societies of Canada

Format

Online, open-book, fact-based long-form written answers; practice MCQs do not simulate the official answer format.

Time limit

3 hours

Passing score

50% (pass/fail)

Exam fee

CAD 500 per examination plus applicable taxes, for examinations from April 2025 (registration fee change February 7, 2025).

Topics covered

• Introduction

  • What is a Business?
  • Basic Forms of Business Organization
  • Sole Proprietorships
  • Partnerships
  • Corporations
  • Other Methods of Carrying on Business

• Partnerships

  • What is a Partnership?
  • How Does a Partnership Carry on Business?
  • Relations Between Partners
  • Relations With Third Parties
  • Dissolution of the Partnership
  • Partnership Agreements
  • Other Relationships
  • Joint Ventures
  • Limited Partnerships
  • Limited Liability Partnerships

• The Corporation

  • Introduction
  • General
  • Constitutional Matters
  • Division of Powers
  • The Charter
  • Incorporation Process
  • Function of Corporate Law
  • The Operation of Corporate Law — Rules for Corporations of Different Scales
  • Corporate Law and Securities Law
  • Nature of the Corporation
  • Separate Existence and Limited Liability
  • Disregard of Corporate Legal Personality
  • Incorporation
  • Considerations and Process
  • Corporate Names
  • Pre-incorporation Contracts
  • The Corporation in Action
  • Liability of Corporation for Crimes and Torts
  • Corporate Agency (Liability of Corporation in Contract)
  • Shares and Shareholders
  • Introduction to Shares
  • Characteristics of Shares
  • General
  • No Par Value
  • Series
  • Pre-emptive Rights
  • Issuing and Paying for Shares and the Stated Capital Account
  • Redemption and Repurchase of Shares

• Management and Control of the Corporation: The Basic Legal Framework

  • Introduction - Shareholders, Directors and Officers
  • How Shareholders Exercise Power - Shareholder Meetings and Resolutions
  • Annual and Special Meetings
  • Calling Meetings
  • Notice of Meetings
  • Proxies and Proxy Solicitation
  • Shareholder Proposals
  • Quorum
  • Voting
  • Access to Information - Auditors and Financial Disclosure
  • Signed Resolutions
  • Directors and How They Exercise Power
  • Introduction - The Power to Manage
  • Qualifications
  • Election and Appointment of Directors
  • Number of Directors
  • Directors' Meetings
  • Officers
  • General
  • Delegation
  • Remuneration and Indemnification
  • Shareholders’ Agreements and Unanimous Shareholders’ Agreements

• Corporate Changes

  • Amendment of Articles, By-laws and Changes to Stated Capital
  • Continuation under the Law of Another Jurisdiction
  • Amalgamation
  • Arrangements and Reorganizations
  • Sales of All or Substantially All of a Corporation’s Assets
  • Going Private Transactions
  • Termination of the Corporation’s Existence

• Directors’ and Officers’ Duties

  • Fiduciary Duties
  • Introduction
  • Conflicts of Interest - Transactions with the Corporation
  • Corporate Opportunities
  • Competition
  • Takeover Bids
  • Other Breaches of Fiduciary Duty
  • Reliance on Management and Others
  • Sanction by Shareholders of Fiduciary Breach
  • Duty of Care
  • Common Law
  • Statutory Reform
  • Statutory Duties and Oppression
  • Liability of Corporate Managers for Torts

• Shareholders' Remedies

  • Introduction
  • Personal Action
  • Derivative Actions on Behalf of the Corporation
  • Oppression
  • Compliance and Restraining Orders
  • Rectification of Corporate Records
  • Investigations
  • Corporate Purchase of Shares of Dissenting Shareholder (dissent and appraisal)
  • Winding Up and Dissolution

How to prepare

Work through the topics, read the explanation after each answer, and revisit the areas where you miss questions. Use the official outline and reference materials below to guide your study.

These independent practice questions are not actual exam items and do not guarantee a passing result.

Frequently asked questions

Official sources and references

• NCA Business Organizations syllabus

  pp. 2–16

• NCA Business Organizations syllabus

  p. 1

• NCA Exam information

  Results

• NCA Business Organizations sample examination

  p. 3

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