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Shareholder Exit Agreement for Nigeria

Shareholder Exit Agreement Template for Nigeria

This document governs the process and terms of a shareholder's exit from a Nigerian company, complying with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation. It establishes the mechanisms for share valuation, transfer procedures, payment terms, and associated rights and obligations of all parties involved. The agreement includes provisions for warranties, representations, confidentiality, and post-exit obligations, while ensuring compliance with Nigerian corporate law requirements, tax regulations, and where applicable, foreign exchange provisions for international shareholders.

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Shareholder Exit Agreement

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What is a Shareholder Exit Agreement?

The Shareholder Exit Agreement is a crucial document used when a shareholder wishes to or is required to exit their investment in a Nigerian company. This agreement becomes necessary in various scenarios, including voluntary exits, forced exits due to breach of shareholder agreements, retirement, or strategic realignments. It provides a structured framework for executing the exit process while ensuring compliance with Nigerian corporate law, particularly the Companies and Allied Matters Act (CAMA) 2020. The document typically includes detailed provisions for share valuation, payment mechanisms, warranties, and post-exit obligations. It's designed to protect the interests of all parties involved while maintaining the company's operational stability during the transition. The agreement must account for specific Nigerian regulatory requirements, including corporate governance standards, tax implications, and where relevant, foreign exchange regulations for international shareholders.

What sections should be included in a Shareholder Exit Agreement?

1. Parties: Identification of all parties to the agreement including the exiting shareholder(s), remaining shareholders, and the company

2. Background: Context of the agreement including current shareholding structure and reason for exit

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

4. Exit Trigger Events: Specific circumstances that trigger the right or obligation to exit

5. Valuation Mechanism: Method for determining the fair value of the shares being transferred

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

7. Completion Requirements: Steps required to complete the share transfer

8. Warranties and Representations: Statements of fact and assurances given by each party

9. Confidentiality: Obligations regarding confidential information

10. Tax Matters: Allocation of tax liabilities and responsibilities

11. Notices: Process for formal communications between parties

12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

What sections are optional to include in a Shareholder Exit Agreement?

1. Non-Compete Provisions: Restrictions on the exiting shareholder's future business activities - used when the exiting shareholder has been actively involved in the business

2. Drag-Along Rights: Rights forcing minority shareholders to join in the sale - relevant in cases of majority shareholder exit

3. Tag-Along Rights: Rights allowing minority shareholders to join in the sale - relevant in cases of majority shareholder exit

4. Installment Payment Terms: Detailed terms for payment in installments - used when full payment isn't made upfront

5. Foreign Exchange Provisions: Special provisions for foreign shareholders regarding currency conversion and fund repatriation

6. Continuing Obligations: Ongoing responsibilities of the exiting shareholder - relevant when there are continuing relationships

7. Intellectual Property Rights: Special provisions regarding IP rights - relevant when the exiting shareholder was involved in IP development

What schedules should be included in a Shareholder Exit Agreement?

1. Share Certificate Details: Details of the share certificates being transferred

2. Calculation of Purchase Price: Detailed methodology and calculations for share valuation

3. Completion Checklist: List of all documents and actions required for completion

4. Form of Transfer Instrument: Template for the share transfer document

5. Existing Encumbrances: List of any existing charges or encumbrances on the shares

6. Related Party Agreements: List of any agreements between the exiting shareholder and the company that need to be terminated

7. Corporate Approvals: Copies of required board and shareholder resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Cost

Free to use
Relevant legal definitions








































Clauses






























Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Energy

Healthcare

Retail

Agriculture

Telecommunications

Professional Services

Construction

Mining

Media and Entertainment

Transportation and Logistics

Education

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Risk Management

Board of Directors

Executive Management

Corporate Affairs

Investor Relations

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Financial Director

Managing Director

Board Director

Compliance Officer

Investment Manager

Corporate Governance Officer

Risk Manager

Strategy Director

Business Development Manager

Shareholder Relations Manager

Treasury Manager

Industries







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