The Shares Agreement is a fundamental document used in Nigerian corporate transactions to regulate the relationship between shareholders and establish clear protocols for share ownership and transfers. It is essential when setting up new companies, admitting new shareholders, or formalizing existing shareholder arrangements. The agreement must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation, including the Investment and Securities Act where applicable. This document typically includes provisions for share transfer restrictions, pre-emptive rights, corporate governance, dividend policies, and dispute resolution mechanisms. It's particularly crucial in private companies where shares are not publicly traded and in situations involving foreign investment, requiring compliance with Nigerian Investment Promotion Commission regulations. The agreement serves to protect both majority and minority shareholder interests while ensuring smooth corporate operations and governance.
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1. Parties: Identifies and provides details of all parties to the agreement including the company and shareholders
2. Background: Sets out the context of the agreement, including current shareholding structure and purpose of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Share Capital and Shareholding: Details the company's share capital structure and each shareholder's holdings
5. Consideration: Specifies the payment terms and consideration for the shares
6. Completion: Sets out the completion mechanics, timing, and deliverables
7. Share Transfer Restrictions: Establishes restrictions on transfer of shares and process for permitted transfers
8. Pre-emptive Rights: Details shareholders' rights of first refusal on share transfers or new issues
9. Board Composition and Management: Outlines corporate governance structure and board appointment rights
10. Shareholder Meetings and Voting: Specifies procedures for shareholder meetings and voting requirements
11. Reserved Matters: Lists decisions requiring special majority or unanimous shareholder approval
12. Dividends and Distributions: Sets out dividend policy and distribution of profits
13. Information Rights: Details shareholders' rights to company information and financial reports
14. Confidentiality: Establishes obligations regarding confidential information
15. Termination: Specifies circumstances and process for terminating the agreement
16. Governing Law and Jurisdiction: Confirms Nigerian law as governing law and jurisdiction for disputes
1. Tag-Along Rights: Include when protecting minority shareholders' right to join in sale of majority stake
2. Drag-Along Rights: Include when majority shareholders need right to force minorities to join in sale
3. Anti-dilution Protection: Include when protecting shareholders from dilution in future funding rounds
4. Put and Call Options: Include when parties want rights to force sale/purchase of shares in specific circumstances
5. Non-Compete and Non-Solicitation: Include when shareholders are also employees or have access to sensitive information
6. Deadlock Resolution: Include when equal shareholding exists to resolve potential management deadlocks
7. Share Valuation: Include when specific valuation methodology needed for share transfers
8. Foreign Investment Provisions: Include when foreign shareholders are involved to ensure NIPC compliance
1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of share capital and shareholding percentages
2. Schedule 2 - Completion Obligations: List of actions and documents required for completion
3. Schedule 3 - Reserved Matters: Comprehensive list of decisions requiring special approval
4. Schedule 4 - Company Information: Key company details including registration number, registered office
5. Schedule 5 - Form of Share Transfer Notice: Template for notice of intention to transfer shares
6. Schedule 6 - Deed of Adherence: Template for new shareholders to become bound by the agreement
7. Appendix A - Board Resolutions: Pro-forma board resolutions approving share transfers
8. Appendix B - Share Certificates: Copies of share certificates or specimens
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