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Share Transfer Agreement Private Company

Share Transfer Agreement Private Company Template for Nigeria

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Key Requirements PROMPT example:

Share Transfer Agreement Private Company

"I need a Share Transfer Agreement Private Company under Nigerian law for transferring 10,000 ordinary shares from an individual shareholder to another individual, with completion scheduled for March 15, 2025, including standard warranties and a non-compete clause."

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Document background
The Share Transfer Agreement Private Company is a crucial legal instrument used in Nigerian business transactions when ownership of shares in a private company needs to be transferred from one party to another. This document becomes necessary whenever there is a sale, gift, or other transfer of private company shares, ensuring compliance with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation. The agreement serves to protect both parties' interests by clearly documenting the terms of transfer, including share valuation, payment terms, warranties, and representations. It also addresses important regulatory requirements such as stamp duty obligations, corporate approvals, and updating of the company's register of members. This document is particularly important in the Nigerian context where private companies must maintain strict control over share transfers and ensure compliance with local corporate governance requirements.
Suggested Sections

1. Parties: Identification of the Transferor(s) and Transferee(s), including full legal names and addresses

2. Background: Context of the transfer, including company details and reason for transfer

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Agreement to Transfer: Core agreement to transfer the shares and specification of the shares being transferred

5. Consideration: Details of the purchase price and payment terms

6. Completion: Timing and mechanics of the transfer completion, including actions required

7. Transferor's Warranties: Standard warranties regarding ownership, authority to sell, and status of shares

8. Transferee's Warranties: Warranties from the transferee regarding authority and capacity to purchase

9. Company Requirements: Compliance with company's articles and CAMA 2020 requirements

10. Tax Matters: Provisions relating to stamp duty and capital gains tax

11. Confidentiality: Obligations regarding confidentiality of the transaction

12. Notices: Process for giving formal notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Pre-emption Rights Waiver: Required if other shareholders have pre-emption rights that need to be waived

2. Board Approval: Required if board approval is specifically needed under the company's articles

3. Regulatory Approvals: Required if the transfer needs specific regulatory approvals

4. Security Interest Release: Required if the shares are subject to any security interests that need to be released

5. Non-competition: Optional restrictions on transferor's future business activities

6. Outstanding Dividends: Required if there are any dividend entitlements to be addressed

7. Power of Attorney: Optional clause giving power to complete necessary registration formalities

Suggested Schedules

1. Share Details: Detailed description of shares being transferred including share certificate numbers

2. Completion Requirements: Checklist of documents and actions required for completion

3. Form of Transfer Instrument: Standard share transfer form as required by CAMA

4. Company Information: Details of the company whose shares are being transferred

5. Warranties: Detailed warranties given by the transferor

6. Board Resolution: Form of board resolution approving the transfer

7. Payment Details: Bank account and payment mechanism details

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions






































Clauses

































Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Oil and Gas

Agriculture

Healthcare

Retail

Professional Services

Construction

Mining

Telecommunications

Transportation

Energy

Education

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Affairs

Board of Directors

Executive Management

Investment

Business Development

Corporate Governance

Relevant Roles

Legal Counsel

Company Secretary

Corporate Lawyer

Managing Director

Chief Executive Officer

Chief Financial Officer

Finance Director

Corporate Governance Officer

Compliance Officer

Board Director

Investment Manager

Business Development Manager

Transaction Advisor

Legal Administrator

Corporate Affairs Manager

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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