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The Share Surrender Agreement is a crucial document used in Nigerian corporate transactions when a shareholder voluntarily returns their shares to the company. This typically occurs in scenarios such as corporate restructuring, employee share scheme terminations, share capital reduction, or resolution of shareholder disputes. The agreement must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation, including securities laws if applicable. It contains essential provisions regarding the surrender process, any consideration involved, and necessary corporate approvals. The document is particularly important for maintaining proper corporate records and ensuring the legal validity of the share surrender transaction.

1. Parties: Identification of the surrendering shareholder(s) and the company receiving the surrendered shares

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Share Details: Specific details of shares being surrendered, including class, number, and nominal value

5. Surrender Terms: Core terms of the surrender, including timing and mechanism of surrender

6. Consideration: Details of any consideration (if applicable) or confirmation that shares are being surrendered without consideration

7. Completion: Actions to be taken on completion, including delivery of share certificates and updating of registers

8. Representations and Warranties: Standard warranties regarding ownership, authority to surrender, and absence of encumbrances

9. Tax Matters: Allocation of responsibility for any tax liabilities arising from the surrender

10. Confidentiality: Obligations regarding confidentiality of the transaction

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

12. Execution: Signature blocks and execution formalities