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Business Shares Agreement Template for Nigeria

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Key Requirements PROMPT example:

Business Shares Agreement

"I need a Business Shares Agreement for the purchase of 60% shareholding in a Nigerian technology company by a foreign investor, with completion scheduled for March 2025 and including special provisions for technology transfer and local content requirements."

Document background
The Business Shares Agreement is a crucial document used in Nigerian corporate transactions to formalize and regulate the transfer of shares between parties. It is essential when any ownership change occurs in a Nigerian company, whether through partial or complete sale of shares. The agreement must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation, including sector-specific regulations and local content requirements where applicable. It typically includes detailed provisions on share valuation, payment terms, warranties, representations, conditions precedent, and completion mechanics. The document is particularly important in protecting both buyers' and sellers' interests by clearly defining their rights, obligations, and the process for executing the share transfer. It may also need to address specific requirements for foreign investors under the Nigerian Investment Promotion Commission Act.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, including current ownership structure and purpose of the share transfer

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpreting the agreement

4. Sale and Purchase: Core terms of the transaction, including number and class of shares being transferred and purchase price

5. Purchase Price and Payment: Detailed payment terms, including payment method, currency, and timing

6. Conditions Precedent: Conditions that must be satisfied before completion of the share transfer

7. Completion: Specific requirements and mechanics for completing the share transfer, including timing and location

8. Seller's Warranties: Warranties given by the seller regarding the shares, company, and business

9. Buyer's Warranties: Warranties given by the buyer, including capacity to enter into the agreement

10. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business

11. Regulatory Compliance: Compliance with Nigerian law requirements, including CAMA 2020 and relevant regulatory approvals

12. Confidentiality: Obligations regarding confidential information and announcements

13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

14. Boilerplate Provisions: Standard contractual provisions including notices, amendments, and severability

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to join in sales by majority shareholders

2. Drag-Along Rights: Include when majority shareholders need the right to force minorities to join in a sale

3. Foreign Investment Provisions: Required when the buyer is a foreign investor, addressing NIPC requirements

4. Local Content Requirements: Include for regulated sectors with specific Nigerian content requirements

5. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

6. Post-Completion Covenants: Include when specific post-sale obligations are required, such as non-compete provisions

7. Tax Indemnities: Include when specific tax risks need to be allocated between parties

8. Break Fee: Include when parties want to specify compensation for failed completion

Suggested Schedules

1. Share Details: Detailed description of shares being transferred, including share certificate numbers and shareholder history

2. Company Information: Key details about the company, including corporate structure and financial information

3. Warranties: Detailed warranties given by the seller regarding the company and its business

4. Properties and Assets: List of company's material assets and properties

5. Material Contracts: Summary of key contracts affecting the business

6. Intellectual Property: Details of company's IP rights and registrations

7. Employee Information: Details of key employees and employment terms

8. Completion Requirements: Detailed list of documents and actions required for completion

9. Corporate Approvals: Copies of required board and shareholder resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions













































Clauses












































Relevant Industries

Oil and Gas

Financial Services

Technology

Manufacturing

Agriculture

Telecommunications

Real Estate

Construction

Healthcare

Mining

Retail

Professional Services

Transportation

Energy

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Executive Management

Board of Directors

Mergers & Acquisitions

Business Development

Investment

Due Diligence

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Manager

Mergers & Acquisitions Director

Business Development Manager

Finance Director

Compliance Officer

Corporate Governance Officer

Board Director

Shareholder

Investment Banker

Due Diligence Officer

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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