The Company Equity Share Agreement is a crucial document used in Nigerian corporate transactions when companies need to document the transfer of existing shares or the issuance of new shares to investors or other stakeholders. This agreement is essential for compliance with Nigerian corporate law, particularly the Companies and Allied Matters Act (CAMA) 2020, and is commonly used in various scenarios including investment rounds, employee share schemes, corporate restructuring, and strategic partnerships. The document must be properly executed and stamped in accordance with Nigerian law, and typically requires registration with the Corporate Affairs Commission. It includes detailed provisions on share valuation, transfer mechanics, warranties, and various protections for all parties involved, making it a fundamental tool for corporate governance and ownership structure documentation.
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1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and new shareholders
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Share Transfer Terms: Details of the shares being transferred/issued, including number, class, and nominal value
5. Consideration: Purchase price for the shares and payment terms
6. Completion: Mechanics of the transfer, including timing, location, and actions required at completion
7. Warranties and Representations: Standard warranties from all parties regarding capacity, authority, and share ownership
8. Company Warranties: Specific warranties about the company's financial position, assets, and liabilities
9. Confidentiality: Obligations regarding confidential information and announcements
10. Costs and Stamp Duty: Allocation of transaction costs and responsibility for stamp duty payments
11. Notices: Process for serving notices under the agreement
12. Governing Law and Jurisdiction: Confirmation of Nigerian law as governing law and jurisdiction for disputes
1. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sales
2. Drag-Along Rights: Include when majority shareholders may need to force minority shareholders to join in a sale
3. Pre-emptive Rights: Include when existing shareholders should have first right to purchase new share issues
4. Foreign Investment Provisions: Include when any shareholders are non-Nigerian entities or individuals
5. Share Restriction Provisions: Include when there are specific restrictions on share transfers or ownership
6. Management Rights: Include when new shareholders are to have specific management or board representation rights
7. Dividend Policy: Include when specific dividend distribution arrangements need to be agreed
8. Non-Competition Provisions: Include when shareholders need to be restricted from competing activities
1. Schedule 1 - Share Capital and Shareholding Structure: Details of the company's share capital and shareholding structure before and after the transfer
2. Schedule 2 - Completion Requirements: Detailed list of documents and actions required for completion
3. Schedule 3 - Company Warranties: Comprehensive list of warranties about the company's business and affairs
4. Schedule 4 - Company Information: Key information about the company including corporate details, licenses, and material contracts
5. Schedule 5 - Board Resolutions: Form of board resolutions approving the share transfer
6. Appendix A - Share Certificate Form: Form of new share certificates to be issued
7. Appendix B - Deed of Adherence: Form of deed for new shareholders to adhere to existing shareholders' agreement if applicable
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