Agreement For Transfer Of Shares Template for Nigeria

This document is a comprehensive legal agreement governed by Nigerian law that facilitates the transfer of shares from one party (transferor) to another (transferee). It complies with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation. The agreement details the terms and conditions of the share transfer, including the number of shares, purchase price, payment terms, warranties, and completion requirements. It also addresses regulatory compliance, stamp duty obligations, and any necessary corporate approvals, providing a legally binding framework for the transaction.

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What is a Agreement For Transfer Of Shares?

The Agreement For Transfer Of Shares is a crucial document used in Nigerian corporate transactions when ownership of company shares needs to be legally transferred between parties. This agreement is essential for documenting the terms and conditions of share transfers, ensuring compliance with Nigerian corporate law, particularly the Companies and Allied Matters Act (CAMA) 2020. It's commonly used in various scenarios including business acquisitions, corporate restructuring, investment transactions, and succession planning. The document must conform to Nigerian legal requirements, including proper execution, stamping, and registration with relevant authorities. It contains vital provisions protecting both parties' interests, addressing payment terms, warranties, and regulatory compliance, while also facilitating smooth completion of the transfer process.

What sections should be included in a Agreement For Transfer Of Shares?

1. Parties: Identification of the transferor(s) and transferee(s), including full legal names and addresses

2. Background: Context of the transaction, including details about the company whose shares are being transferred

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transfer, including number of shares, price, and payment terms

5. Completion: Details of when and how the transfer will be completed, including specific actions required

6. Warranties by the Transferor: Standard warranties regarding ownership, authority to sell, and status of shares

7. Representations by the Transferee: Confirmations from the buyer regarding authority and capacity to purchase

8. Costs and Stamp Duty: Allocation of transaction costs and responsibility for stamp duty payment

9. Notices: Procedure for giving formal notices under the agreement

10. Governing Law and Jurisdiction: Confirmation of Nigerian law as governing law and jurisdiction for disputes

What sections are optional to include in a Agreement For Transfer Of Shares?

1. Conditions Precedent: Used when completion is subject to certain conditions being met, such as regulatory approvals

2. Non-Competition: Include when the transferor needs to be restricted from competing post-transfer

3. Confidentiality: Required for transfers involving sensitive business information

4. Tax Indemnity: Include when specific tax risks need to be allocated between parties

5. Further Assurance: Used when additional actions may be needed post-completion

6. Pre-emption Rights Waiver: Include when other shareholders have pre-emption rights that need to be addressed

7. Director Resignation: Required when the transferor is also resigning as a director

8. Foreign Exchange Provisions: Include for international transfers requiring currency conversion

What schedules should be included in a Agreement For Transfer Of Shares?

1. Share Details: Detailed description of the shares being transferred, including share certificate numbers

2. Company Information: Key details about the company, including registration number, registered office, and share capital structure

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

4. Form of Share Transfer: Standard form for recording the transfer in company's records

5. Warranties: Detailed list of warranties given by the transferor

6. Board Resolution: Copy of board resolution approving the transfer (if required)

7. Regulatory Approvals: Copies of any required regulatory approvals or waivers

Authors

Alex Denne

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

Jurisdiction

Nigeria

Publisher

Genie AI

Cost

Free to use

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