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Shareholder Agreement Transfer Of Shares Template for Nigeria

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Key Requirements PROMPT example:

Shareholder Agreement Transfer Of Shares

"I need a Shareholder Agreement Transfer Of Shares for my Nigerian tech company, where I'm selling 25% of my shares to an existing shareholder, with completion planned for March 2025."

Document background
The Shareholder Agreement Transfer Of Shares is a crucial document used when existing shareholders in a Nigerian company wish to transfer their shares to other parties, whether existing shareholders or new investors. This agreement is essential for companies operating under Nigerian law, particularly in compliance with the Companies and Allied Matters Act (CAMA) 2020. It should be used whenever shares are being transferred to ensure proper documentation of the transaction, protect the interests of all parties involved, and maintain compliance with regulatory requirements. The document typically includes detailed provisions about the transfer price, payment terms, warranties, representations, and various conditions that must be met before and after the transfer. It also addresses corporate governance implications of the transfer and ensures proper notification to relevant regulatory bodies, including the Corporate Affairs Commission.
Suggested Sections

1. Parties: Identification of the transferor(s), transferee(s), and the company

2. Background: Context of the transfer, including current shareholding structure and reason for transfer

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

4. Sale and Purchase of Shares: Core terms of the share transfer including number, class, and price of shares

5. Completion: Details of when and how the transfer will be completed, including conditions precedent

6. Payment Terms: Structure and timing of payment for the shares

7. Representations and Warranties: Standard warranties from both transferor and transferee about their capacity and authority

8. Company Covenants: Obligations of the company regarding the transfer and post-transfer matters

9. Confidentiality: Provisions regarding confidential information and announcements

10. Costs: Allocation of costs related to the transfer

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

12. Governing Law and Jurisdiction: Confirmation of Nigerian law as governing law and jurisdiction

13. Execution: Signature blocks and execution formalities

Optional Sections

1. Tax Matters: Detailed tax provisions when complex tax implications exist

2. Foreign Investment Provisions: Additional provisions required when the transferee is a foreign investor

3. Security for Deferred Payments: Required when payment is not made in full at completion

4. Non-Competition Covenants: Restrictions on transferor's future business activities when they're exiting completely

5. Regulatory Approvals: Required when the transfer needs specific regulatory clearances

6. Earn-out Provisions: When part of the purchase price is contingent on future performance

7. Director Resignation: When the transferor is also resigning as a director

8. Management Provisions: When the transfer affects company management rights

Suggested Schedules

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

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

3. Warranties: Detailed warranties given by the transferor about the shares and company

4. Company Information: Key company details including assets, liabilities, and contracts

5. Board Resolutions: Pro-forma board resolutions approving the transfer

6. Transfer Instruments: Share transfer forms and other required transfer documents

7. Payment Schedule: Detailed payment terms if payment is in installments

8. Regulatory Filings: Templates for required CAC and other regulatory filings

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

Financial Services

Manufacturing

Technology

Real Estate

Energy and Natural Resources

Agriculture

Healthcare

Telecommunications

Retail and Consumer Goods

Professional Services

Construction

Transportation and Logistics

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Corporate Affairs

Risk Management

Investment

Board of Directors

Executive Management

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Business Development Director

Financial Controller

Compliance Officer

Corporate Governance Officer

Managing Director

Board Director

Shareholder Relations Manager

Investment Banker

Due Diligence Officer

Risk Manager

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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