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Share Transfer Agreement Template for Nigeria

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Key Requirements PROMPT example:

Share Transfer Agreement

"I need a Share Transfer Agreement under Nigerian law for the transfer of 30% shareholding in a private manufacturing company from a local shareholder to a foreign investor, to be completed by March 2025."

What is a Share Transfer Agreement?

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.

What sections should be included in a Share Transfer Agreement?

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

What sections are optional to include in a Share Transfer Agreement?

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

What schedules should be included in a Share Transfer Agreement?

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 Re红杏直播: Form of board re红杏直播 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

Authors

Alex Denne

Head of Growth (Open Source Law) @ 红杏直播 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

































Clauses



































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

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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