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Shareholders Agreement Articles Of Association Template for Nigeria

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Key Requirements PROMPT example:

Shareholders Agreement Articles Of Association

"I need a Shareholders Agreement and Articles of Association for my Nigerian technology startup, which will have four co-founders with equal shareholding and plans to raise venture capital funding by March 2025."

Document background
The Shareholders Agreement and Articles of Association are fundamental documents required for establishing and operating a company in Nigeria. These documents are particularly crucial when incorporating a new company or restructuring an existing one under Nigerian law, specifically the Companies and Allied Matters Act (CAMA) 2020. The combined document serves multiple purposes: it defines the relationships between shareholders, establishes corporate governance structures, sets out share transfer restrictions, and provides mechanisms for dispute resolution. This comprehensive agreement is essential for protecting shareholder interests while ensuring compliance with Nigerian corporate law requirements. It's commonly used when multiple shareholders are involved, especially in private companies, joint ventures, or when foreign investment is present. The document must reflect specific Nigerian regulatory requirements while accommodating international best practices in corporate governance.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

2. Background: Context of the agreement, including company formation details and purpose

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Share Capital and Shareholding Structure: Details of authorized and issued share capital, classes of shares

5. Directors and Management: Appointment, removal, and powers of directors; management structure

6. Shareholders Meetings: Procedures for general meetings, voting rights, and quorum requirements

7. Transfer of Shares: Rules and restrictions on share transfers, including pre-emption rights

8. Reserved Matters: Decisions requiring special majority or unanimous consent

9. Dividend Policy: Rules governing dividend declarations and distributions

10. Confidentiality: Obligations regarding company and shareholder confidential information

11. Non-Competition and Non-Solicitation: Restrictions on competing activities and soliciting employees/customers

12. Dispute Resolution: Procedures for resolving disputes between shareholders

13. Termination: Circumstances and procedures for terminating the agreement

14. General Provisions: Miscellaneous legal provisions including notices, amendments, governing law

Optional Sections

1. Tag-Along and Drag-Along Rights: Rights protecting minority shareholders in sale situations, used in companies with significant minority shareholders

2. Deadlock Resolution: Procedures for resolving deadlock situations, important for 50/50 joint ventures

3. Share Valuation: Methods for valuing shares in various transfer scenarios, useful for private companies

4. Intellectual Property Rights: Provisions dealing with IP ownership and licensing, important for technology companies

5. Employee Share Schemes: Framework for employee share ownership programs, relevant if company plans to offer shares to employees

6. Foreign Investment Provisions: Special provisions required when foreign shareholders are involved

7. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances

8. Additional Funding Provisions: Rules for future funding rounds and shareholder obligations

Suggested Schedules

1. Schedule 1: Details of Shareholders: Complete list of shareholders with their shareholdings and contact details

2. Schedule 2: Deed of Adherence: Template for new shareholders to sign up to the agreement

3. Schedule 3: Reserved Matters List: Detailed list of matters requiring special approval

4. Schedule 4: Company Information: Key company details including registration number, registered office, directors

5. Schedule 5: Initial Business Plan: Company's initial business plan and strategic objectives

6. Schedule 6: Share Capital History: Details of all share issuances and transfers since incorporation

7. Appendix A: Form of Share Certificate: Template for company share certificates

8. Appendix B: Board Resolution Templates: Standard templates for common board resolutions

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





























































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Energy and Natural Resources

Telecommunications

Healthcare

Retail

Agriculture

Professional Services

Construction

Transportation and Logistics

Education

Mining

Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Affairs

Finance

Board Secretariat

Risk Management

Investment

Governance

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Chief Legal Officer

Board Director

Chief Financial Officer

Compliance Officer

Managing Director

Investment Manager

Corporate Governance Officer

General Counsel

Legal Director

Corporate Affairs Manager

Risk 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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