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1. Parties: Identification of all founding members/shareholders and their contact details
2. Background: Context of the company formation and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Company Name and Registered Office: Official company name, registration number, and registered office address
5. Business Purpose: Description of the company's main business activities and objectives
6. Share Capital: Details of authorized and issued share capital, classes of shares, and rights attached
7. Shareholders: Rights, obligations, and responsibilities of shareholders
8. Board of Directors: Composition, appointment, removal, and powers of the board
9. Meetings: Procedures for board and shareholder meetings
10. Financial Matters: Financial year, accounts, audits, and dividend policy
11. Transfer of Shares: Rules and restrictions regarding share transfers
12. Termination: Circumstances and procedures for termination of the agreement
13. Dispute Resolution: Procedures for resolving disputes between parties
14. Governing Law: Confirmation of Nigerian law as governing law and jurisdiction
1. Pre-emptive Rights: Used when shareholders want first right of refusal on new share issues
2. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sale
3. Drag-Along Rights: Include when majority shareholders may need to force minority participation in a sale
4. Non-Competition: Used when shareholders should be restricted from competing with the company
5. Intellectual Property: Include when the company has significant IP assets to protect
6. External Investment: Include when the company anticipates future external investment
7. Management Structure: Used for more complex organizations requiring detailed management hierarchy
8. Dividend Policy: Include when specific dividend distribution rules are needed
9. Exit Strategy: Used when shareholders want predetermined exit options
1. Schedule 1 - Initial Shareholdings: Detailed breakdown of initial share allocation and shareholding percentages
2. Schedule 2 - Share Rights: Detailed description of rights attached to different share classes
3. Schedule 3 - Reserved Matters: List of decisions requiring special majority or unanimous consent
4. Schedule 4 - Company Assets: List of initial company assets and their values
5. Schedule 5 - Deed of Adherence: Template for new shareholders joining the company
6. Schedule 6 - Business Plan: Initial business plan and financial projections
7. Appendix A - Board Resolutions: Template for board resolutions and decision-making procedures
8. Appendix B - Share Certificate Template: Standard format for share certificates
Articles of Association
Board
Business
Business Day
CAMA
Chairman
Company
Company Secretary
Confidential Information
Directors
Effective Date
Encumbrance
Financial Year
General Meeting
Group
Initial Shareholders
Intellectual Property Rights
Material Breach
Memorandum of Association
Ordinary Resolution
Parties
Registered Office
Reserved Matters
Resolution
Share Capital
Shareholders
Shares
Special Resolution
Subsidiary
Transfer
Board Meeting
Business Plan
CEO
Deed of Adherence
Dividend
Exit Event
Fair Market Value
Insolvency Event
Management
Quorum
Related Party
Share Certificate
Tag-Along Rights
Drag-Along Rights
Voting Rights
Company Formation
Share Capital and Issues
Share Transfer Restrictions
Pre-emptive Rights
Shareholder Rights and Obligations
Board Composition
Board Powers and Duties
Meeting Procedures
Voting Rights
Reserved Matters
Management and Control
Financial Matters
Dividend Policy
Confidentiality
Non-Competition
Tag-Along Rights
Drag-Along Rights
Information Rights
Dispute Resolution
Termination
Amendment
Notices
Assignment
Severability
Entire Agreement
Governing Law
Force Majeure
Indemnification
Anti-Corruption
Compliance
Exit Provisions
Share Valuation
Deadlock Resolution
Default
Business Planning
Related Party Transactions
Intellectual Property
Company Records
Audit Rights
Financial Services
Technology
Manufacturing
Real Estate
Oil and Gas
Agriculture
Healthcare
Professional Services
Retail and Consumer Goods
Construction
Transportation and Logistics
Education
Telecommunications
Mining
Entertainment and Media
Legal
Corporate Governance
Board of Directors
Executive Leadership
Finance
Compliance
Corporate Affairs
Risk Management
Investment Relations
Business Development
Chief Executive Officer
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Board Director
Chief Financial Officer
Compliance Officer
Investment Manager
Corporate Governance Officer
Risk Manager
Business Development Director
Company Founder
Shareholder Relations Manager
Corporate Affairs Director
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