Simple Share Sale Agreement

Simple Share Sale Agreement Template for Nigeria

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Key Requirements PROMPT example:

"I need a Simple Share Sale Agreement for the transfer of 25% shareholding in my private technology company from me as an individual seller to another individual buyer, with completion planned for March 2025 and payment to be made in two installments."

Document background

The Simple Share Sale Agreement is designed for use in Nigerian business transactions where parties wish to execute a straightforward transfer of shares without complex conditions or extensive warranties. This document type is particularly suitable for private company transactions, small to medium-sized share transfers, and situations where the parties have conducted appropriate due diligence and are comfortable with basic warranties. The agreement complies with Nigerian corporate law requirements, particularly the Companies and Allied Matters Act (CAMA) 2020, and includes essential provisions for share transfers while avoiding the complexity of a full share purchase agreement. It's commonly used for transactions between private parties, family businesses, or closely-held companies where the relationship between parties is well-established and the transaction structure is straightforward.

Suggested Sections

1. Parties: Identifies and defines the Seller and Buyer with their full legal names and addresses

2. Background: Sets out the context of the transaction, including details of the company whose shares are being sold

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the number of shares being sold and purchase price

5. Consideration: Details of the purchase price, payment method, and timing

6. Completion: Specifies the completion date, location, and actions required at completion

7. Seller's Warranties: Basic warranties regarding share ownership, authority to sell, and title

8. Buyer's Warranties: Basic warranties regarding authority to purchase and ability to pay

9. Confidentiality: Obligations to keep the transaction and its terms confidential

10. Notices: How formal notices under the agreement should be given

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

12. Execution: Signature blocks and execution formalities

Optional Sections

1. Tax Indemnity: Include when specific tax risks need to be allocated between parties

2. Non-competition: Include when the seller needs to be restricted from competing post-sale

3. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

4. Pre-completion Conditions: Include when completion is subject to specific conditions being met

5. Post-completion Obligations: Include when specific actions are required after completion

6. Anti-corruption Warranties: Include for higher-value transactions or when dealing with regulated entities

7. Break Fee: Include when there needs to be compensation for failed completion

Suggested Schedules

1. Details of the Shares: Full details of the shares being sold including share certificate numbers and class of shares

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

3. Warranties: Detailed warranties if more extensive than the basic warranties in the main agreement

4. Completion Requirements: Detailed list of documents and actions required at completion

5. Form of Share Transfer: Template share transfer form to be used at completion

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 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

Technology

Manufacturing

Real Estate

Retail

Healthcare

Energy

Telecommunications

Agriculture

Professional Services

Mining

Construction

Transportation

Education

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Finance

Corporate Development

Compliance

Risk Management

Executive Leadership

Investment

Business Development

Mergers & Acquisitions

Relevant Roles

Legal Counsel

Corporate Lawyer

Company Secretary

Chief Legal Officer

Corporate Finance Manager

Chief Financial Officer

Investment Manager

Managing Director

Business Development Manager

Compliance Officer

Transaction Manager

Due Diligence Officer

Corporate Development Director

Investment Banker

Private Equity Manager

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