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Assignment Of Shares Template for Nigeria

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Key Requirements PROMPT example:

Assignment Of Shares

"I need an Assignment of Shares agreement for transferring 5,000 ordinary shares in my Nigerian tech startup to a foreign investor, with completion scheduled for March 15, 2025, including specific provisions for regulatory approvals and foreign currency payments."

Document background
The Assignment Of Shares agreement is a crucial document used in Nigerian corporate transactions when transferring ownership of shares from one party to another. This document is essential for ensuring compliance with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian regulations. It is commonly used in various scenarios, including corporate restructuring, investment transactions, exit arrangements, or family succession planning. The agreement typically includes detailed information about the shares being transferred, consideration amount, warranties from both parties, and specific completion requirements. It must be properly executed and stamped according to Nigerian law to be legally effective and may require registration with the Corporate Affairs Commission. The document is particularly important for maintaining clear records of share ownership and protecting the interests of all parties involved in the transaction.
Suggested Sections

1. Parties: Identification of the Assignor (current shareholder) and Assignee (new shareholder), including full legal names and addresses

2. Background: Context of the share transfer, including details about the Company whose shares are being transferred and the existing shareholding structure

3. Definitions: Definitions of key terms used throughout the agreement, including 'Shares', 'Completion Date', 'Encumbrance', etc.

4. Agreement to Transfer: Core provision detailing the agreement to transfer the shares from Assignor to Assignee

5. Consideration: Details of the payment or other consideration for the share transfer

6. Conditions Precedent: Any conditions that must be satisfied before the transfer becomes effective

7. Completion: Specific requirements and mechanics for completing the transfer, including timing and delivery of documents

8. Warranties by Assignor: Warranties regarding ownership, authority to transfer, and status of shares

9. Warranties by Assignee: Warranties regarding capacity to purchase and compliance with laws

10. Further Assurance: Obligation to execute further documents and take additional steps if needed

11. Notices: Process and requirements for serving notices under the agreement

12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

Optional Sections

1. Regulatory Approvals: Required when the transfer needs specific regulatory approvals (e.g., from SEC for public companies)

2. Tax Provisions: Detailed tax arrangements when specific tax implications need to be addressed

3. Multiple Assignors: Additional provisions when shares are being transferred by multiple assignors

4. Company Consent: Required when company's articles mandate company approval for share transfers

5. Non-compete Provisions: Restrictions on assignor's future activities, if relevant to the transaction

6. Confidentiality: Specific confidentiality obligations when transaction details are sensitive

Suggested Schedules

1. Schedule 1 - Details of the Shares: Detailed description of shares being transferred, including share numbers, class, and nominal value

2. Schedule 2 - Company Information: Key details about the Company, including registration number, registered office, and share capital structure

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required for completion

4. Schedule 4 - Form of Stock Transfer Form: Template of the stock transfer form required under Nigerian law

5. Schedule 5 - Board Resolution: Pro-forma board resolution approving the share transfer

6. Appendix A - Existing Shareholders' Rights: If relevant, details of any existing shareholders' rights or restrictions affecting the shares

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Telecommunications

Healthcare

Agriculture

Mining

Retail

Professional Services

Construction

Transportation

Education

Entertainment

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Governance

Investment

Risk Management

Board of Directors

Corporate Affairs

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Chief Financial Officer

Finance Director

Compliance Officer

Corporate Governance Officer

Business Development Manager

Investment Banker

Private Equity Manager

Venture Capital Manager

Risk Manager

Board Director

Company Director

Shareholder

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

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