The Company Ownership Agreement is a fundamental document used when establishing or restructuring company ownership in Nigeria. It is essential for both new company formations and existing companies undergoing ownership changes, operating under the Companies and Allied Matters Act (CAMA) 2020 and related Nigerian legislation. This agreement is particularly crucial for companies with multiple shareholders, foreign investment, or complex ownership structures. It details critical aspects such as shareholding percentages, voting rights, share transfer mechanisms, management control, and shareholder protection provisions. The document serves as a binding contract that prevents future disputes by clearly defining ownership rights and responsibilities, governance structures, and operational procedures, while ensuring compliance with Nigerian corporate law requirements and regulatory standards.
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1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details for corporate entities
2. Background: Context of the agreement, including company information and purpose of the ownership arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Share Capital and Ownership Structure: Details of the company's share capital, classes of shares, and ownership percentages
5. Rights and Obligations of Shareholders: Comprehensive outline of shareholders' rights, including voting rights, dividend rights, and information rights
6. Share Transfer Restrictions: Conditions and procedures for transferring shares, including right of first refusal and tag-along/drag-along rights
7. Management and Control: Governance structure, board composition, and decision-making processes
8. General Meetings: Procedures for conducting shareholder meetings, voting mechanisms, and quorum requirements
9. Dividend Policy: Framework for dividend declarations and distributions
10. Confidentiality: Provisions protecting company and shareholder confidential information
11. Dispute Resolution: Procedures for resolving disputes between shareholders
12. Termination: Circumstances and procedures for terminating the agreement
13. Governing Law: Specification of Nigerian law as governing law and jurisdiction
1. Pre-emptive Rights: Rights of existing shareholders to maintain their ownership percentage in new share issuances
2. Tag-Along and Drag-Along Rights: Specific provisions for minority shareholder protection and majority shareholder exit rights
3. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with the company or soliciting employees/customers
4. Death and Incapacity Provisions: Procedures for handling ownership in case of death or incapacity of individual shareholders
5. Foreign Ownership Provisions: Special provisions required when foreign shareholders are involved
6. Intellectual Property Rights: Provisions regarding ownership and use of company intellectual property
7. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
8. Corporate Social Responsibility: Commitments to environmental, social, and governance standards
1. Schedule 1: Share Capital and Shareholding Structure: Detailed breakdown of share classes, numbers, and ownership percentages
2. Schedule 2: Initial Shareholders and Share Allocations: List of all shareholders with their initial share allocations and contact details
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval
4. Schedule 4: Share Valuation Methodology: Agreed methods for valuing shares in various transfer scenarios
5. Schedule 5: Company's Business Plan: Initial business plan and strategic objectives
6. Appendix A: Share Certificate Template: Template for share certificates complying with CAMA requirements
7. Appendix B: Board Resolution Templates: Standard templates for common board resolutions
8. Appendix C: Transfer Notice Forms: Standard forms for initiating and processing share transfers
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