Incorporation Agreement for Nigeria

Incorporation Agreement Template for Nigeria

A comprehensive legal document governed by Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, that establishes the foundation for a new company's incorporation. This agreement sets out the relationships between shareholders, defines the company's structure, establishes governance frameworks, and outlines key operational parameters. It serves as a binding contract between the founding members and includes essential provisions for share allocation, management structure, decision-making processes, and shareholder rights, all while ensuring compliance with Nigerian corporate law requirements.

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What is a Incorporation Agreement?

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.

What sections should be included in a Incorporation Agreement?

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

What sections are optional to include in a Incorporation Agreement?

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

What schedules should be included in a Incorporation Agreement?

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

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

Jurisdiction

Nigeria

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Retail

Professional Services

Healthcare

Energy

Agriculture

Telecommunications

Construction

Mining

Transportation

Education

Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Affairs

Board of Directors

Executive Management

Risk Management

Corporate Governance

Investment

Administrative

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Compliance Officer

Board Director

Managing Director

Corporate Governance Officer

Investment Manager

Business Development Manager

Risk Manager

Company Registrar

Legal Administrator

Corporate Affairs Manager

Industries
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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