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Stock Cancellation Agreement Template for Nigeria

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Key Requirements PROMPT example:

Stock Cancellation Agreement

"I need a Stock Cancellation Agreement for a private Nigerian tech company where a departing founder has agreed to cancel 15% of the company's shares as part of their exit arrangement, with completion planned for March 2025."

Document background
A Stock Cancellation Agreement is a crucial document used in Nigerian corporate transactions when a company needs to reduce its share capital by cancelling existing shares. This agreement is commonly utilized in scenarios such as corporate restructuring, share buybacks, or implementing employee exit arrangements. The document must strictly comply with the Companies and Allied Matters Act 2020 and other relevant Nigerian regulations, including obtaining necessary corporate and regulatory approvals. The agreement typically covers essential elements such as share identification, consideration details, tax implications, and required regulatory filings with the Corporate Affairs Commission. It's particularly important in private companies and listed entities, though the requirements and complexity may vary depending on the company's status and the transaction's nature.
Suggested Sections

1. Parties: Identification of the company and the stockholder(s) whose shares are being cancelled

2. Background: Context of the agreement including company details, share ownership, and reasons for cancellation

3. Definitions: Key terms used throughout the agreement

4. Agreement to Cancel: Clear statement of the number and class of shares to be cancelled and effective date

5. Consideration: Details of any payment or compensation for the cancelled shares

6. Representations and Warranties: Stockholder's confirmation of share ownership and authority to enter agreement

7. Corporate Authority: Company's confirmation of authority to execute the cancellation

8. Compliance with Law: Confirmation of compliance with CAMA 2020 and other applicable regulations

9. Release: Mutual release of claims related to the cancelled shares

10. Tax Matters: Acknowledgment of tax implications and responsibilities

11. Governing Law: Specification of Nigerian law as governing law

12. Execution: Signature blocks and execution requirements

Optional Sections

1. Regulatory Approvals: Required if the cancellation needs specific regulatory clearances

2. Share Certificate Surrender: Include if physical share certificates need to be surrendered

3. Escrow Arrangements: Include if consideration is to be held in escrow

4. Shareholder Approval: Required if shareholder approval is needed per articles of association

5. Non-Competition: Include if the cancelling shareholder needs to be restricted from competing

6. Confidentiality: Include if sensitive information needs protection

7. Survival: Include if certain provisions need to survive termination

Suggested Schedules

1. Share Details Schedule: Detailed description of shares being cancelled including certificate numbers

2. Corporate Authorizations: Copies of board resolutions and other corporate approvals

3. Calculation of Consideration: If applicable, detailed calculation of consideration for cancelled shares

4. Regulatory Filings: Forms and notices required for CAC and other regulatory bodies

5. Tax Computations: Schedule showing tax implications and calculations if applicable

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

Private Equity

Banking

Manufacturing

Technology

Real Estate

Energy

Telecommunications

Professional Services

Retail

Healthcare

Mining

Agriculture

Construction

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Tax

Treasury

Investor Relations

Risk Management

Corporate Actions

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Finance Director

Company Director

Board Member

Compliance Officer

Corporate Governance Officer

Investment Manager

Shareholder Relations Manager

Tax Manager

Corporate Actions Manager

Financial Controller

Risk 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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