Shareholder Loan Agreement Template for Nigeria

A formal agreement governed by Nigerian law that documents a loan arrangement between a shareholder and their company. The agreement sets out the terms under which the shareholder provides financing to the company, including loan amount, interest rate, repayment terms, and any security arrangements. It complies with the Companies and Allied Matters Act 2020 and other relevant Nigerian legislation, addressing corporate governance requirements, stamp duty obligations, and regulatory compliance. The document includes provisions for drawdown, representations and warranties, covenants, events of default, and remedies.

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What is a Shareholder Loan Agreement?

A Shareholder Loan Agreement is commonly used in Nigerian corporate finance when a company requires additional funding and opts to obtain it from existing shareholders rather than external lenders. This financing method is particularly useful for companies that may have limited access to traditional bank financing or prefer the flexibility and potentially more favorable terms that shareholder financing can offer. The agreement must comply with Nigerian law, particularly the Companies and Allied Matters Act 2020, and should address requirements for related party transactions, corporate approvals, and registration of charges where applicable. The document is essential for protecting both the lending shareholder's interests and the company's corporate governance obligations, while clearly documenting the terms of the financing arrangement.

What sections should be included in a Shareholder Loan Agreement?

1. Parties: Identification of the Lender (Shareholder) and Borrower (Company)

2. Background: Recitals explaining the shareholding relationship and purpose of the loan

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. The Loan: Core terms including loan amount, purpose, and drawdown conditions

5. Interest: Interest rate, calculation method, and payment terms

6. Repayment: Repayment schedule, prepayment provisions, and payment mechanics

7. Representations and Warranties: Standard corporate representations and specific confirmations

8. Covenants: Borrower's ongoing obligations and restrictions

9. Events of Default: Circumstances constituting default and consequences

10. Taxes and Stamp Duty: Tax provisions and responsibility for stamp duty payment

11. Assignment and Transfer: Restrictions on transfer of rights and obligations

12. Notices: Communication methods and contact details

13. General Provisions: Boilerplate clauses including governing law, severability, and entire agreement

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

1. Security: Include if the loan is to be secured by company assets or other collateral

2. Conditions Precedent: Include for complex loans with specific drawdown requirements

3. Subordination: Include if the loan needs to be subordinated to other company debt

4. Foreign Exchange Provisions: Include if loan involves foreign currency or international shareholders

5. Multiple Drawdown Provisions: Include if loan is to be drawn in multiple tranches

6. Conversion Rights: Include if loan may be converted to equity

7. Information Rights: Include if lender requires specific reporting or information rights

What schedules should be included in a Shareholder Loan Agreement?

1. Loan Terms Schedule: Detailed commercial terms including amount, interest rate, and repayment schedule

2. Form of Drawdown Notice: Standard form for requesting loan disbursements

3. Security Details: Description of any security or collateral (if applicable)

4. Conditions Precedent Documents: List of required documents for drawdown

5. Repayment Schedule: Detailed amortization or repayment schedule

6. Corporate Authorizations: Required board and shareholder resolutions

7. Form of Compliance Certificate: Template for periodic compliance certification

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

Jurisdiction

Nigeria

Publisher

Genie AI

Document Type

Financing Agreement

Cost

Free to use

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