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Deed Of Sale Of Shares

Deed Of Sale Of Shares Template for Nigeria

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Key Requirements PROMPT example:

Deed Of Sale Of Shares

"I need a Deed of Sale of Shares for transferring my 40% shareholding in a private Nigerian technology company to a single corporate buyer, with completion scheduled for March 2025 and payment to be made in two installments."

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Document background
The Deed of Sale of Shares is a crucial document in Nigerian corporate transactions, used when transferring ownership of shares between parties. It is particularly important as it serves as conclusive evidence of the transfer and must comply with specific requirements under Nigerian law, including the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act, and Stamp Duties Act. This deed is essential for both private and public companies, documenting not only the basic transfer details but also incorporating warranties, indemnities, and specific conditions of sale. Its formal nature as a deed provides additional legal protection compared to a simple contract, and it must be properly executed, witnessed, and stamped to be valid under Nigerian law.
Suggested Sections

1. Parties: Identifies and defines the Seller(s) and Buyer(s) with full legal names and addresses

2. Background: Recitals explaining the context of the transaction, including details of the company whose shares are being transferred

3. Definitions and Interpretation: Defines key terms used throughout the deed and sets out interpretation rules

4. Sale and Purchase: Core provision detailing the agreement to sell and purchase the shares

5. Consideration: Specifies the purchase price and payment terms

6. Completion: Details of when, where and how completion will take place, including completion obligations

7. Seller's Warranties: Warranties given by the seller regarding title to shares, authority to sell, and company status

8. Buyer's Warranties: Warranties given by the buyer regarding authority to purchase and financial capacity

9. Tax Matters: Provisions dealing with tax liabilities and indemnities

10. Confidentiality: Obligations regarding confidentiality of the transaction and company information

11. Notices: Procedure for giving notices under the deed

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

13. Execution: Formal execution block meeting requirements for deeds under Nigerian law

Optional Sections

1. Pre-completion Conditions: Used when completion is subject to certain conditions being satisfied, such as regulatory approvals

2. Non-competition Covenant: Include when the seller needs to be restricted from competing post-sale

3. Tag-along/Drag-along Rights: Required for partial share sales where ongoing shareholder relationships need regulation

4. Board Resignation: Include when selling shareholders are also directors who need to resign

5. Further Assurance: Optional clause requiring parties to take additional steps to give effect to the transaction

6. Power of Attorney: Include when one party needs authority to execute documents on behalf of the other

7. Break Fee: Used in high-value transactions where compensation is needed if the deal fails

8. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

Suggested Schedules

1. Share Details: Schedule specifying the number, class and distinctive numbers of shares being transferred

2. Company Information: Details of the company including registration number, registered office, and share capital structure

3. Warranties: Detailed warranties given by the seller regarding the company and shares

4. Completion Requirements: Detailed list of documents and actions required at completion

5. Form of Share Transfer: The prescribed form for transfer of shares under Nigerian law

6. Board Resolution: Copy of board resolution approving the share transfer

7. Payment Schedule: If payment is in installments or subject to adjustments

8. Encumbrances: List of any existing encumbrances on the shares

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 | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreed Form
Board
Business Day
Buyer
CAC
CAMA
Company
Completion
Completion Date
Confidential Information
Consideration
Deed
Disclosed
Disclosure Letter
Encumbrance
Execution Date
Financial Statements
Governmental Authority
Group
Indemnities
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Naira
Parties
Pre-Completion Period
Purchase Price
Regulatory Approvals
Related Party
Relevant Authority
Sale Shares
SEC
Seller
Share Capital
Shareholders
Signing Date
Stamp Duty
Subsidiaries
Tax
Transaction Documents
Transfer Form
Warranties
Working Hours
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Seller Warranties
Buyer Warranties
Tax Covenants
Indemnities
Confidentiality
Announcements
Non-competition
Further Assurance
Assignment
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Stamp Duty
Regulatory Compliance
Board Resignation
Power of Attorney
Shareholder Rights
Tag-along Rights
Drag-along Rights
Good Faith
Survival of Provisions
Time of Essence
Remedies
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Energy and Natural Resources

Healthcare

Telecommunications

Agriculture

Transportation

Professional Services

Retail and Consumer Goods

Construction

Mining

Education

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Risk Management

Corporate Affairs

Investment

Board Secretariat

Mergers & Acquisitions

Corporate Governance

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Investment Manager

Corporate Director

Compliance Officer

Financial Controller

Managing Director

Business Development Manager

Corporate Affairs Manager

Risk Manager

Board Member

Investment Analyst

Mergers & Acquisitions Specialist

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company operations in Nigeria, including share transfers, shareholding structures, and corporate documentation requirements
Investment and Securities Act 2007: Regulates the securities market in Nigeria and provides framework for share transfers, especially in public companies
Stamp Duties Act: Governs the stamping of legal documents and instruments in Nigeria, including share transfer documents and deeds
Corporate Income Tax Act: Relevant for tax implications of share transfers and capital gains considerations
Capital Gains Tax Act: Addresses the tax implications of disposal of shares and computation of capital gains
Property and Conveyancing Law: Relevant for the formal requirements of deeds and their valid execution under Nigerian law
Nigerian Stock Exchange Rules: If the shares involve a listed company, these rules govern the transfer process and documentation requirements
Securities and Exchange Commission Rules: Provides regulatory framework for securities transactions and might be applicable depending on the nature and size of the share transfer
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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