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Share Cancellation Agreement

Share Cancellation Agreement Template for Nigeria

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Key Requirements PROMPT example:

Share Cancellation Agreement

"Need a Share Cancellation Agreement for my private Nigerian manufacturing company to cancel 50,000 ordinary shares held by a retiring shareholder, with completion planned for March 2025 and payment in installments."

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Document background
A Share Cancellation Agreement is a crucial document used in Nigerian corporate transactions when a company needs to cancel issued shares as part of capital reduction, restructuring, or other corporate actions. This document is essential for compliance with the Companies and Allied Matters Act (CAMA) 2020 and must be properly executed to ensure legal validity. The agreement is typically used in scenarios such as share buybacks, capital reorganization, or correction of share issuance errors. It must include specific details about the shares being cancelled, the process for cancellation, any consideration involved, and necessary regulatory approvals. The document plays a vital role in maintaining proper corporate records and ensuring compliance with Nigerian corporate law requirements, particularly those enforced by the Corporate Affairs Commission (CAC) and, for listed companies, the Securities and Exchange Commission (SEC).
Suggested Sections

1. Parties: Identification of the company and the shareholder(s) whose shares are being cancelled

2. Background: Context of the share cancellation, including company details and reason for cancellation

3. Definitions: Definitions of key terms used throughout the agreement

4. Share Details: Specific details of the shares to be cancelled, including class, number, and nominal value

5. Cancellation Terms: Terms and conditions of the share cancellation, including effective date and process

6. Consideration: Details of any payment or compensation for the cancelled shares

7. Regulatory Compliance: Confirmation of compliance with CAMA 2020 and other relevant regulations

8. Representations and Warranties: Statements and guarantees by both parties regarding their capacity and authority

9. Completion Requirements: Steps to be taken to effect the cancellation, including filing requirements

10. General Provisions: Standard legal provisions including governing law, notices, and entire agreement

Optional Sections

1. Tax Provisions: Include when there are specific tax implications or arrangements that need to be addressed

2. Stock Exchange Requirements: Required for listed companies to address specific NSE requirements

3. Share Certificate Surrender: Include when physical share certificates need to be surrendered

4. Shareholder Approval: Required when specific shareholder approval processes need to be documented

5. Third Party Consents: Include when third party approvals (e.g., lenders, regulators) are required

6. Confidentiality: Include when sensitive commercial information needs protection

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares being cancelled, including share certificate numbers

2. Schedule 2 - Board Resolution: Copy of board resolution approving the share cancellation

3. Schedule 3 - Shareholder Resolution: Copy of shareholder resolution approving the cancellation (if required)

4. Schedule 4 - Regulatory Approvals: Copies of any required regulatory approvals

5. Schedule 5 - Payment Details: Details of consideration payment (if applicable)

6. Appendix A - Form CAC: Required CAC forms for filing the share cancellation

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions


























Clauses
























Relevant Industries

Financial Services

Banking

Insurance

Manufacturing

Energy

Technology

Telecommunications

Real Estate

Consumer Goods

Healthcare

Professional Services

Mining

Agriculture

Construction

Retail

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Corporate Affairs

Risk Management

Treasury

Investor Relations

Board Secretariat

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Finance Director

Compliance Officer

Corporate Governance Officer

Board Director

Shareholder Relations Manager

Investment Manager

Corporate Affairs Manager

Risk Manager

Financial Controller

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

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