Shareholder Investment Agreement for Nigeria

Shareholder Investment Agreement Template for Nigeria

This document is a comprehensive legal agreement governed by Nigerian law that establishes the terms and conditions of an investment in a company through share acquisition. It complies with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation, addressing key aspects such as investment terms, shareholder rights, corporate governance, share transfer restrictions, and investor protections. The agreement includes detailed provisions for board representation, information rights, reserved matters, and exit mechanisms, while incorporating specific requirements of Nigerian corporate and investment laws.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Shareholder Investment Agreement

Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
Upload your Doc

What is a Shareholder Investment Agreement?

The Shareholder Investment Agreement is a crucial document used when new investors are acquiring shares in a Nigerian company, whether through primary issuance or secondary purchase. It serves as the primary contract governing the relationship between the company, its existing shareholders, and new investors, detailing their respective rights and obligations. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act, and where applicable, the Nigerian Investment Promotion Commission Act for foreign investments. This document is essential for protecting investor interests, establishing corporate governance frameworks, and providing clear mechanisms for future exits. It includes comprehensive provisions for share transfers, anti-dilution protection, information rights, and dispute resolution, tailored to the Nigerian legal and business environment.

What sections should be included in a Shareholder Investment Agreement?

1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new investor(s)

2. Background: Context of the investment, company history, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Investment Terms: Details of the investment amount, share class, price per share, and payment terms

5. Completion: Conditions precedent, completion obligations, and timing for the investment

6. Warranties and Representations: Standard warranties from the company and existing shareholders

7. Corporate Governance: Board composition, appointment rights, and decision-making processes

8. Shareholder Rights and Obligations: Voting rights, dividend rights, and general obligations of shareholders

9. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions

10. Reserved Matters: List of decisions requiring special majority or investor consent

11. Information Rights: Investor's rights to financial and operational information

12. Confidentiality: Protection of confidential information and trade secrets

13. Term and Termination: Duration of the agreement and termination provisions

14. Dispute Resolution: Process for resolving disputes including jurisdiction and applicable law

15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

What sections are optional to include in a Shareholder Investment Agreement?

1. Anti-dilution Protection: Protection for investors against future share issuances at lower valuations

2. Tag-Along Rights: Right of minority shareholders to join in sale of majority stake

3. Drag-Along Rights: Right of majority shareholders to force minority to join in sale

4. Pre-emptive Rights: Right of existing shareholders to participate in future share issues

5. Employee Share Option Pool: Provisions for employee share schemes if planned

6. Industry-Specific Regulations: Additional provisions for regulated industries (e.g., banking, insurance)

7. Environmental and Social Compliance: For investments with ESG requirements

8. Technology Rights: For technology companies, provisions regarding IP ownership and licensing

9. Foreign Investment Provisions: Special provisions for foreign investors regarding forex and fund repatriation

What schedules should be included in a Shareholder Investment Agreement?

1. Schedule 1: Company Information: Details of company registration, directors, and share capital structure

2. Schedule 2: Warranties: Detailed warranties given by the company and existing shareholders

3. Schedule 3: Reserved Matters: Comprehensive list of matters requiring special approval

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

5. Schedule 5: Business Plan: Company's business plan and financial projections

6. Schedule 6: Key Personnel: Details of key management and their service agreements

7. Schedule 7: Existing Encumbrances: List of existing charges or encumbrances on company assets

8. Appendix A: Share Certificate Form: Template for share certificates to be issued

9. Appendix B: Board Resolution Templates: Standard templates for required board resolutions

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

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Manufacturing

Real Estate

Healthcare

Telecommunications

Agriculture

Energy

Mining

Retail

Education

Transportation

Construction

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Affairs

Compliance

Investment

Board of Directors

Executive Management

Corporate Secretariat

Risk Management

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Lawyer

Investment Manager

Company Secretary

Legal Counsel

Investment Director

Managing Director

Finance Director

Compliance Officer

Board Director

Corporate Affairs Manager

Investment Analyst

Due Diligence Officer

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

Find the exact document you need

Managed Account Agreement

A Nigerian law-governed agreement establishing terms for discretionary investment management services between an investment manager and client.

find out more

Share Partner Agreement

A Nigerian law-governed agreement establishing terms and conditions between business partners regarding share ownership, management rights, and partnership obligations.

find out more

Capital Raising Agreement

A Nigerian law-governed agreement establishing terms and conditions for corporate capital raising, ensuring compliance with local securities regulations and corporate laws.

find out more

Term Sheet For Share Purchase Agreement

A preliminary agreement under Nigerian law outlining key terms and conditions for a proposed share acquisition, serving as the basis for a detailed Share Purchase Agreement.

find out more

Stock Broker Agreement

A Nigerian law-governed agreement between a licensed stockbroker and client establishing terms for securities trading and investment services.

find out more

Short Term Investment Contract

A Nigerian law-governed contract for short-term investments, establishing terms between investors and investment managers while ensuring regulatory compliance.

find out more

Share Trust Agreement

A Nigerian law-governed agreement establishing a trust arrangement for holding and managing shares, defining trustee powers and beneficiary rights.

find out more

Bilateral Investment Agreement

A Nigerian law-governed agreement establishing investment protection and operational frameworks between Nigeria and foreign investors or governments.

find out more

Shareholders Agreement And Share Subscription Agreement

A Nigerian law-governed agreement combining share subscription terms and shareholders' rights and obligations under CAMA 2020.

find out more

Purchase Of Shares Agreement

A Nigerian law-governed agreement detailing the terms and conditions for the sale and purchase of company shares, including transaction specifics and regulatory compliance requirements.

find out more

Startup Investment Term Sheet

A Nigerian law-governed preliminary agreement outlining key terms and conditions for startup investment, serving as the basis for final investment documentation.

find out more

Share Allotment Agreement

A Nigerian law-governed agreement that documents the terms and conditions for the issuance of new shares by a company to subscribers, in compliance with CAMA 2020.

find out more

Preference Share Subscription Agreement

A Nigerian law-governed agreement detailing the terms and conditions for investors subscribing to preference shares in a company, including associated rights and obligations.

find out more

Loss Share Agreement

A Nigerian law-governed agreement establishing risk-sharing arrangements between financial institutions for sharing losses on specified assets, subject to local banking regulations.

find out more

Investment Syndicate Agreement

A Nigerian law-governed agreement establishing an investment syndicate structure, defining investor relationships and operational framework for collective investments.

find out more

Investment Owners Contract

A Nigerian law-governed agreement establishing investment ownership rights, obligations, and governance structures between investors and investment owners.

find out more

International Investment Agreement

A Nigerian law-governed agreement establishing terms and protections for foreign investment in Nigeria, ensuring compliance with local regulations while safeguarding investor interests.

find out more

Agreement For Transfer Of Shares

A Nigerian law-governed agreement for the transfer of company shares from a seller to a buyer, compliant with CAMA 2020.

find out more

Movie Investment Contract

Nigerian-law governed agreement establishing terms for film production investment, including investment structure, rights, and revenue sharing arrangements in compliance with local entertainment and investment regulations.

find out more

Preference Shares Investment Agreement

A Nigerian law-governed agreement setting out terms for preference share investment, including share rights, investment conditions, and investor protections under CAMA 2020.

find out more

Wholesale Real Estate Purchase Agreement

A Nigerian law-governed agreement for wholesale real estate acquisition and subsequent assignment, incorporating Land Use Act requirements and assignment rights.

find out more

Stock Purchase Agreement Term Sheet

A preliminary agreement outlining key terms and conditions for share purchase transactions under Nigerian law, serving as a foundation for the definitive stock purchase agreement.

find out more

Equity Shares Agreement

A Nigerian law-governed agreement that documents the transfer of equity shares between parties, establishing ownership terms and shareholder rights.

find out more

Designated Investment Agreement

A Nigerian law-governed agreement establishing framework and protections for significant investments in Nigeria, including investor rights and regulatory compliance requirements.

find out more

Revenue Sharing Investment Agreement

A Nigerian law-governed agreement establishing terms for investment returns through revenue sharing mechanisms, including investment terms, calculation methods, and compliance requirements.

find out more

Artist Investment Agreement

A Nigerian law-governed agreement establishing terms for investment in an artist's work or career, including revenue sharing and rights management.

find out more

Simple Agreement For Future Equity

A Nigerian law-governed SAFE agreement for early-stage startup investment, providing rights to future equity conversion.

find out more

Share Subscription Agreement And Share Purchase Agreement

A Nigerian law-governed agreement combining share subscription for new shares and purchase of existing shares, facilitating both primary and secondary investment transactions.

find out more

Limited Partnership Term Sheet

A preliminary document under Nigerian law outlining key terms and conditions for establishing a limited partnership, serving as the basis for final partnership agreement negotiations.

find out more

Finder's Fee Agreement For Investment Capital

A Nigerian law-governed agreement establishing terms for an intermediary to secure investment capital for a company, including fee structures and service scope.

find out more

Restaurant Investment Agreement

A Nigerian law-governed agreement structuring investment terms and operational framework for restaurant businesses.

find out more

Real Estate Investment Partnership Agreement

A Nigerian law-governed agreement establishing a partnership structure for real estate investment, defining terms for resource pooling, property management, and profit sharing.

find out more

Debt Investment Agreement

A Nigerian law-governed agreement establishing terms for debt investment, including investment amount, interest rates, repayment terms, and security arrangements.

find out more

Cornerstone Investment Agreement

A Nigerian law-governed agreement establishing terms for a strategic cornerstone investment in a company, including investment terms, rights, and obligations.

find out more

Bond Repurchase Agreement

A Nigerian law-governed agreement establishing terms for the sale and repurchase of bonds between financial institutions, compliant with CBN and SEC regulations.

find out more

Share Purchase Agreement And Shareholders Agreement

A Nigerian law-governed agreement combining share purchase terms and ongoing shareholder relationships, including share transfer provisions and corporate governance arrangements.

find out more

Foreign Investment Agreement

A Nigerian law-governed agreement establishing terms and conditions for foreign investment in Nigeria, ensuring compliance with NIPC Act requirements.

find out more

Equity Stake Agreement

A Nigerian law-governed agreement documenting the terms and conditions of an equity investment, including share transfer mechanics and shareholder rights.

find out more

Property Investment Contract

A Nigerian law-governed agreement establishing terms and conditions for property investment transactions, including investment structure, property rights, and regulatory compliance requirements.

find out more

Partnership Agreement On Investment And Financial Cooperation

A Nigerian law-governed agreement establishing terms for investment partnership and financial cooperation between parties, including capital contributions, profit sharing, and management rights.

find out more
See more related templates

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it

2 Docs LeftAccess Now