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A Share subscription deed is a legally binding agreement that sets out the terms when someone invests in a Nigerian company by buying new shares. It details exactly how many shares the investor will purchase, at what price, and when the payment and share transfer will happen.

Under Nigerian corporate law, this deed protects both the company and the investor by clearly spelling out important conditions, payment schedules, and any special rights attached to the shares. It's particularly useful for private companies and startups raising capital, as it helps prevent future disputes and ensures compliance with the Companies and Allied Matters Act (CAMA).

Use a Share subscription deed when your company is bringing in new investors or raising additional capital through share issuance. This document becomes essential during funding rounds, private placements, or when adding strategic partners to your Nigerian business through equity investment.

The deed proves especially valuable for startups and growing companies preparing for expansion, as it clearly documents the investment terms and protects all parties involved. It's particularly important when dealing with foreign investors, multiple funding rounds, or complex share structures that need careful documentation under CAMA regulations.

• Basic Share Subscription Deed: Used for straightforward share purchases with standard payment terms and basic investor rights
• Convertible Note Subscription Deed: Includes special provisions for converting debt to equity, popular among Nigerian tech startups
• Series Investment Subscription Deed: Contains complex rights and preferences for venture capital rounds with multiple share classes
• Employee Share Scheme Deed: Tailored for company share schemes with specific vesting periods and performance conditions
• Strategic Investor Deed: Features additional clauses for board seats, voting rights, and business collaboration terms

• Company Directors: Authorize and execute the Share subscription deed on behalf of the issuing company, ensuring compliance with corporate objectives
• Investors: Review and sign the deed when purchasing shares, often including both individual and institutional investors
• Corporate Lawyers: Draft and review the deed's terms, ensuring compliance with CAMA and protecting client interests
• Company Secretary: Maintains records, handles filing requirements, and updates the share register accordingly
• Financial Advisors: Guide parties on valuation, payment terms, and investment structure implications

• Company Details: Gather current share capital structure, registration number, and board resolutions approving the share issue
• Investment Terms: Document the exact number of shares, price per share, and total subscription amount
• Investor Information: Collect full legal names, addresses, and identification details of all subscribing parties
• Payment Structure: Define payment timeline, bank details, and any installment arrangements
• Special Rights: List any voting rights, board seats, or pre-emptive rights being granted
• Compliance Check: Verify alignment with CAMA requirements and company's existing articles of association

• Parties: Full legal names and addresses of the company and all subscribers
• Share Details: Class, number, and price of shares being issued
• Payment Terms: Clear payment schedule, method, and conditions for share allocation
• Warranties: Company's authority to issue shares and subscribers' capacity to invest
• Completion Mechanics: Specific steps and timing for finalizing the subscription
• Governing Law: Express statement of Nigerian law jurisdiction
• Execution Block: Signature spaces for all parties and corporate seals where required

A Share subscription deed is often confused with a Share Purchase Agreement, but they serve distinct purposes in Nigerian corporate transactions. While both involve the transfer of shares, the key differences lie in their timing, parties, and legal implications.

• Nature of Transaction: Share subscription deeds involve the creation and issuance of new shares directly from the company, while Share Purchase Agreements transfer existing shares between shareholders
• Company Involvement: In subscriptions, the company is an active party issuing new shares, increasing its share capital. In purchase agreements, the company typically only acts as a record-keeper
• Capital Impact: Subscription deeds bring fresh capital into the company, while purchase agreements simply transfer ownership between parties
• Regulatory Requirements: Subscription deeds must comply with CAMA's share issuance rules and capital requirements, whereas purchase agreements focus mainly on transfer restrictions