The Share Transfer Agreement is a crucial document used in Nigerian corporate transactions to facilitate the legal transfer of company shares between parties. It is essential when shareholders wish to sell their shareholding, during corporate restructuring, or in merger and acquisition scenarios. The agreement must comply with the Companies and Allied Matters Act (CAMA) 2020, relevant tax laws, and where applicable, foreign investment regulations. For public companies, additional Securities and Exchange Commission rules apply. The document typically includes detailed provisions on the transfer mechanics, warranties, representations, and completion requirements. It serves as evidence of the transaction and protects both parties' interests by clearly stating their rights and obligations. The agreement's format and content may vary depending on whether the transaction involves private or public companies, domestic or foreign investors, and whether regulatory approvals are required.
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1. Parties: Identification of the Transferor(s) and Transferee(s), including full legal names and addresses
2. Background: Context of the transfer, 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 agreement to sell and purchase the shares, including the number and class of shares
5. Consideration: Purchase price and payment terms for the shares
6. Completion: Details of when and how the transfer will be completed, including delivery of share certificates and payment
7. Transferor's Warranties: Warranties regarding ownership, authority to sell, and status of shares
8. Transferee's Warranties: Warranties regarding authority to purchase and compliance with laws
9. Company Matters: Provisions relating to the company's involvement, including board approval and registration of transfer
10. Confidentiality: Obligations to keep the transaction and related information confidential
11. Costs: Allocation of transaction costs including stamp duty and professional fees
12. Notices: Process for serving notices under the agreement
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
1. Foreign Investment Provisions: Required when the transferee is a foreign investor, addressing NIPC requirements and foreign exchange regulations
2. Tag-Along Rights: Optional when other shareholders should have the right to join the sale
3. Drag-Along Rights: Optional when majority shareholders should have the right to force minority shareholders to join the sale
4. Pre-emptive Rights Waiver: Required if the company's articles contain pre-emptive rights that need to be waived
5. Tax Indemnity: Optional section for specific tax-related warranties and indemnities
6. Non-Competition: Optional restrictions on the transferor's future business activities
7. Regulatory Approvals: Required for regulated industries or when statutory approvals are needed
8. Employee Matters: Optional when the transfer affects employment arrangements or employee share schemes
1. Share Details: Detailed description of shares being transferred, including share certificate numbers and distinctive numbers
2. Company Information: Key details about the Company including registration number, registered office, and share capital structure
3. Warranties: Detailed warranties given by the transferor regarding the shares and the company
4. Completion Requirements: Checklist of documents and actions required for completion
5. Board Resolution: Form of board resolution approving the share transfer
6. Share Transfer Form: Prescribed form for transfer of shares under Nigerian law
7. Existing Encumbrances: List of any existing charges or encumbrances on the shares
8. Regulatory Consents: Copies of or references to required regulatory approvals
Relevant legal definitions
Agreement
Board
Business Day
CAMA
Company
Completion
Completion Date
Confidential Information
Consideration
Corporate Affairs Commission
Encumbrance
Existing Shareholders
Governing Law
Long Stop Date
Material Adverse Change
Nigerian Law
Parties
Purchase Price
Regulatory Approvals
Relevant Authority
Sale Shares
SEC
Share Capital
Shareholders Agreement
Shares
Stamp Duty
Taxation
Transaction Documents
Transfer
Transferee
Transferor
Warranties
Working Hours
Board
Business Day
CAMA
Company
Completion
Completion Date
Confidential Information
Consideration
Corporate Affairs Commission
Encumbrance
Existing Shareholders
Governing Law
Long Stop Date
Material Adverse Change
Nigerian Law
Parties
Purchase Price
Regulatory Approvals
Relevant Authority
Sale Shares
SEC
Share Capital
Shareholders Agreement
Shares
Stamp Duty
Taxation
Transaction Documents
Transfer
Transferee
Transferor
Warranties
Working Hours
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Transferor Warranties
Transferee Warranties
Company Warranties
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Regulatory Compliance
Board Approval
Share Certificate Delivery
Registration of Transfer
Representations
Further Assurance
Costs and Expenses
Stamp Duty
Notices
Assignment
Variation
Waiver
Entire Agreement
Severability
Force Majeure
Governing Law
Dispute Resolution
Jurisdiction
Third Party Rights
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Transferor Warranties
Transferee Warranties
Company Warranties
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Regulatory Compliance
Board Approval
Share Certificate Delivery
Registration of Transfer
Representations
Further Assurance
Costs and Expenses
Stamp Duty
Notices
Assignment
Variation
Waiver
Entire Agreement
Severability
Force Majeure
Governing Law
Dispute Resolution
Jurisdiction
Third Party Rights
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Energy and Natural Resources
Healthcare
Telecommunications
Agriculture
Consumer Goods
Professional Services
Education
Construction
Transportation and Logistics
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Tax
Corporate Development
Mergers & Acquisitions
Investment
Treasury
Board Secretariat
Corporate Governance
Relevant Roles
Legal Counsel
Corporate Lawyer
Company Secretary
Chief Legal Officer
Chief Financial Officer
Investment Manager
Corporate Governance Officer
Compliance Officer
Managing Director
Chief Executive Officer
Finance Director
M&A Manager
Investment Banker
Board Director
Tax Manager
Corporate Finance Manager
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