The Incorporation Agreement is a fundamental document used when establishing a new company in Nigeria, serving as the foundational contract between founding shareholders. It must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation. This document is typically prepared during the pre-incorporation phase and includes crucial details about share capital, shareholding structure, management arrangements, and corporate governance frameworks. The agreement is essential for defining shareholders' rights and obligations, establishing the company's operational parameters, and ensuring proper documentation for registration with the Corporate Affairs Commission (CAC). It's particularly important as it sets the tone for future corporate governance and helps prevent potential disputes between shareholders.
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1. Parties: Identifies all founding shareholders and their contact details
2. Background: Sets out the context and intention to incorporate the company
3. Definitions: Defines key terms used throughout the agreement
4. Company Formation: Details of the new company including proposed name, registered office, and business objectives
5. Share Capital and Initial Shareholdings: Specifies authorized share capital, share classes, and initial share allocation
6. Directors and Officers: Appointment of initial directors and officers, board composition requirements
7. Shareholder Rights and Obligations: Details voting rights, dividend rights, and shareholder responsibilities
8. Share Transfer Restrictions: Rules governing the transfer of shares including right of first refusal
9. Corporate Governance: Procedures for board and shareholder meetings, voting requirements
10. Financial Matters: Financial year, accounts, audit requirements, and dividend policy
11. Confidentiality: Obligations regarding company and shareholder confidential information
12. Duration and Termination: Term of the agreement and circumstances for termination
13. Governing Law and Jurisdiction: Confirms Nigerian law governance and jurisdiction for disputes
14. Execution: Signature blocks for all parties
1. Pre-emptive Rights: Used when shareholders want rights to maintain their percentage ownership in future share issues
2. Tag-Along and Drag-Along Rights: Include when shareholders want specific exit rights protections
3. Non-Competition and Non-Solicitation: Add when shareholders should be restricted from competing activities
4. Intellectual Property Rights: Include when the company will own or develop significant IP
5. Management Provisions: Additional section for detailed management structure and responsibilities
6. Dispute Resolution: Detailed alternative dispute resolution procedures beyond standard court jurisdiction
7. Foreign Investment Provisions: Include when there are foreign shareholders or investors
1. Schedule 1: Company Details: Detailed information about the company including registered office, objects, and share capital structure
2. Schedule 2: Initial Shareholders: List of shareholders with their shareholdings and contact details
3. Schedule 3: Initial Directors: Details of initial board members including qualifications and contact information
4. Schedule 4: Reserved Matters: List of decisions requiring special majority or unanimous approval
5. Schedule 5: Articles of Association: Draft Articles of Association to be adopted upon incorporation
6. Schedule 6: Business Plan: Initial business plan and financial projections
7. Appendix A: Forms for CAC Filing: Required Corporate Affairs Commission registration forms
8. Appendix B: Share Certificate Template: Template for share certificates to be issued to initial shareholders
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